Corsair Partnering Corp - Annual Report: 2022 (Form 10-K)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
CORSAIR PARTNERING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Cayman Islands
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001-40285
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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717 5th Avenue, 24th Floor
New York, New York
(Address of principal executive offices)
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10022
(Zip Code)
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(212) 224-9400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbols
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Name of Each Exchange on Which Registered
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Class A Ordinary Shares, par value $0.0001
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CORS
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The New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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CORS. WS
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The New York Stock Exchange
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Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
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CORS.U
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The New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐ | Accelerated filer ☐ |
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Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☒ |
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Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by
check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s Class A ordinary shares on June 30, 2022,
as reported by the New York Stock Exchange on such date, was $271,911,200.
As of March 15, 2023, 28,090,000 Class A ordinary shares, par value $0.0001 per share, 250,000 Class B ordinary shares, par value $0.0001 per share, and 1,404,500
Class F ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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1
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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40
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ITEM 2.
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40
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ITEM 3.
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40
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ITEM 4.
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40
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41
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ITEM 5.
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41
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ITEM 6.
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41
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ITEM 7.
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42
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ITEM 7A.
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48
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ITEM 8.
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48
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ITEM 9.
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48
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ITEM 9A.
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48
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ITEM 9B.
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49
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ITEM 10.
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50
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ITEM 11.
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58
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ITEM 12.
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ITEM 13.
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61
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ITEM 14.
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ITEM 15.
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ITEM 16.
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F-1
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CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to:
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“Amended and Restated Memorandum and Articles of Association” are to our memorandum and articles of association in effect as of January 6, 2021.
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“Board” are to our board of directors;
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“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;
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“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;
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“Class F Ordinary Shares” are to our Class F ordinary shares, par value $0.0001 per share;
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“Companies Act” are to the Companies Act (As Amended) of the Cayman Islands;
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“Corsair Capital” are to Corsair Investments, L.P., a relying adviser of Corsair Capital LLC;
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“directors” are to our current directors;
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“Equity-Linked Securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A Ordinary Shares issued in a financing transaction in connection with our Partnering Transaction,
including but not limited to a private placement of such securities;
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“Forward Purchase Agreements” are to the agreements providing for the sale of the Forward Purchase Shares in private placements to occur substantially concurrently with the closing of our initial Partnering Transaction;
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“Forward Purchase Securities” are to the Forward Purchase Shares and Forward Purchase Warrants;
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“Forward Purchase Warrants” are to warrants to purchase Class A Ordinary Shares to be issued pursuant to the Forward Purchase Agreements, if any;
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“Forward Purchase Shares” are to the shares of Class A Ordinary Shares to be issued pursuant to the Forward Purchase Agreements, if any;
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“Founder Shares” are to our Class F Ordinary Shares and our Class A Ordinary Shares issued upon the automatic conversion thereof at the time of our Partnering Transaction as provided herein;
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“Initial Shareholders” are to our Sponsor and any other holders of our Founder Shares immediately prior to our initial public offering;
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“Letter Agreement” refers to the letter agreement dated July 2, 2021 among Corsair Capital Partnering Corporation, Corsair Partnering Sponsor LP, and each executive officer and director;
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“management” or our “management team” are to our officers;
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“Ordinary Shares” are to our Class A Ordinary Shares, Class B Ordinary Shares, and our Class F Ordinary Shares;
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“Partnering Transaction” are to effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar Partnering Transaction with one or more businesses;
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“Performance Shares” are to our Class B Ordinary Shares issued to our Sponsor;
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“Permitted Withdrawals” are to the withdrawals permitted to be made by us from the trust account to pay taxes including income and franchise taxes and to withdraw up to $100,000 in dissolution expenses in the event we do not complete a
Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable);
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“Private Placement Warrants” are to the warrants sold to our Sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans;
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“Public Shares” are to the Class A Ordinary Shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);
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“Public Shareholders” are to the holders of our public shares, including our Sponsor, officers and directors to the extent our Sponsor, officers or directors purchase public shares, provided that each of his, her or its status as a
“public shareholder” shall only exist with respect to such public shares;
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“Sponsor” are to Corsair Partnering Sponsor LP, a Cayman Islands exempted limited partnership;
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“Underwriters’ Over-Allotment Option” are to the underwriters’ 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments;
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“warrants” are to our warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and as part of the private placement warrants; and
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“we,” “us,” “our”, “the company” and “Corsair” are to Corsair Partnering Corporation, a Cayman Islands exempted company.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any
statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:
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our ability to select an appropriate partnering candidate or candidates;
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our ability to complete our Partnering Transaction;
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our expectations around the performance of the prospective business or businesses with which we partner;
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Partnering Transaction;
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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Partnering Transaction;
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our potential ability to obtain additional financing to complete our Partnering Transaction;
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our ability to continue as a going concern;
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our pool of prospective partnering candidates;
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our ability to consummate a Partnering Transaction due to the uncertainty resulting from the COVID-19 pandemic, economic uncertainty and the status of the debt and equity markets;
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the ability of our officers and directors to generate a number of potential Partnering Transaction opportunities;
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our public securities’ potential liquidity and trading;
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the lack of a market for our securities;
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the use of cash not held in the trust account or available to us from interest income on the trust account balance;
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the trust account not being subject to claims of third parties; or
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our financial performance.
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The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these
risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution Public Shareholders that
forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or
suggested by the forward-looking statements contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking
statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.
SUMMARY OF RISK FACTORS
The following is a summary of the principal risks described below in Part I, Item 1A “Risk Factors” in this Report. We believe that the risks described in the “Risk Factors” section are material
to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it
should be read in conjunction with the “Risk Factors” section and the other information contained in this Report.
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We are a company with no operating history and no revenues established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share
purchase, reorganization or similar Partnering Transaction, and Public Shareholders have no basis on which to evaluate our ability to achieve our business objective.
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Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.
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Our shareholders may not be afforded an opportunity to vote on our proposed initial Partnering Transaction, which means we may complete our initial Partnering Transaction even though a majority of our shareholders do not support such a
transaction.
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Public Shareholders’ only opportunity to affect the investment decision regarding a potential Partnering Transaction may be limited to the exercise of their right to redeem their shares from us for cash.
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If we seek shareholder approval of our initial Partnering Transaction, our Initial Shareholders have agreed to vote in favor of such Partnering Transaction, regardless of how our Public Shareholders vote.
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The ability of our Public Shareholders to redeem their shares for cash may make our financial condition unattractive to a potential partnering candidate, which may make it difficult for us to enter into a Partnering Transaction with a
partnering candidate.
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The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable Partnering Transaction or optimize our capital structure.
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The requirement that we complete our Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable) may give potential partnering candidates leverage over us in negotiating a Partnering Transaction and may limit the time we
have in which to conduct due diligence on potential Partnering Transaction candidates, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Partnering Transaction on terms that would
produce value for our shareholders.
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Our search for a Partnering Transaction, and any partnering candidate with which we ultimately consummate a Partnering Transaction, may be materially adversely affected by the coronavirus (COVID-19) outbreak and volatility of debt and
equity markets.
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If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our Partnering Transaction, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
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Public Shareholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate their investment, Public Shareholders may be forced to sell their public
shares or warrants, potentially at a loss.
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The NYSE may delist our securities from trading on its exchange, which could limit Public Shareholders’ ability to make transactions in our securities and subject us to additional trading restrictions.
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Public Shareholders will not be entitled to protections normally afforded to investors of many other blank check companies.
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BUSINESS
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Company
We were incorporated as a Cayman Islands exempted company on December 29, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Partnering
Transaction with one or more businesses, which we refer to throughout this Report as our “Partnering Transaction.” To date, our efforts have been limited to our organizational activities and activities related to our initial public offering (the
“Initial Public Offering”) and the identification and evaluation of prospective acquisition targets for our Partnering Transaction. We intend to effectuate our business combination using cash derived from
the proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
Our Sponsor
Our Sponsor is an affiliate of Corsair Capital, one of the longest-standing private equity investors in the financial and business services industries, having been founded in 1992. Since inception, Corsair Capital
has led over $11 billion of investments across its global private equity and infrastructure platforms. As a preeminent financial services specialist, Corsair Capital has developed deep expertise and an extensive network within the global
financial and business services industry. The firm invests in high-growth, asset-light businesses that operate at the crossroads of technology transformation and financial services complexity, requiring Corsair Capital’s sectoral knowledge and
network to drive value.
The Corsair Capital Investment Committee, which includes our Chief Executive Officer, D. T. Ignacio Jayanti, and our Chief Financial Officer and President, Jeremy S. Schein, is comprised of experienced professionals
with dedicated financial and business services operating, investing and advisory backgrounds. The Corsair Capital Investment Committee has been investing together for an average of 15 years, with decades of experience in the financial and
business services sectors, and has spent the majority of its duration investing through many different macroeconomic and credit cycles.
Corporate Information
Our executive offices are located at 717 5th Avenue, 24th Floor, New York, New York, and our telephone number is (212) 224-9400. Our
corporate website address is https://corsair-capital.com/spac. Our website and the information contained on, or that can be accessed
through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report.
We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with
certain provisions of the Companies Law. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands,
for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to
be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in
part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less
attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act
for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public Offering, (b) in
which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as
of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it
in the JOBS Act.
Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our Class A Ordinary Shares
held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates did
not exceed $700 million as of the prior June 30.
Partnering Transaction
The New York Stock Exchange (NYSE) rules require that our Partnering Transaction must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the
trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% of net assets test.
We anticipate structuring our Partnering Transaction so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the
partnering candidate or candidates. We may, however, structure our Partnering Transaction such that the post-transaction company owns or acquires less than 100% of such interests or assets of the partnering candidate in order to meet certain
objectives of the partnering candidate management team or shareholders or for other reasons, but we will only complete such Partnering Transaction if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the partnering candidate or otherwise acquires a controlling interest in the partnering candidate sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company
owns or acquires 50% or more of the voting securities of the partnering candidate, our shareholders prior to our Partnering Transaction may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to
the partnering candidate and us in our Partnering Transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all the outstanding capital stock of a partnering candidate. In this
case, we would acquire a 100% controlling interest in the partnering candidate. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our Partnering Transaction could own less than a
majority of our outstanding shares subsequent to our Partnering Transaction. If less than 100% of the equity interests or assets of a partnering candidate or candidates are owned or acquired by the post-transaction company, the portion of such
business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our Partnering Transaction involves more than one partnering candidate, the 80% of net assets test will be based on the
aggregate value of all the partnering candidates.
We filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the
Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our Partnering Transaction.
We may pursue a Partnering Transaction opportunity jointly with our Sponsor, Corsair Capital or one or more of its affiliates and/or investors in Corsair Capital or one of its affiliates. Any such parties may
co-invest with us in the partnering candidate at the time of our Partnering Transaction, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or Equity-Linked Securities. Any such issuance
of equity or Equity-Linked Securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing shareholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions
of our Founder Shares, issuances or deemed issuances of Class A Ordinary Shares or Equity-Linked Securities would result in an adjustment to the ratio at which Founder Shares shall convert into Class A Ordinary Shares such that our Initial
Shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership at 5% of the sum of the total number of all as-converted Class A Ordinary Shares outstanding upon completion of our Initial Public Offering
(including the private placement shares), plus all Class A Ordinary Shares and Equity-Linked Securities issued or deemed issued in connection with the Partnering Transaction, unless the holders of a majority of the then-outstanding Founder
Shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. Neither our Sponsor nor Corsair Capital, nor any of their respective affiliates, have an obligation to make any such investment,
and may compete with us for potential Partnering Transactions.
Status as a Public Company
We believe our structure will make us an attractive Partnering Transaction partner to partnering candidates. As an existing public company, we offer a partnering candidate an alternative to the traditional initial
public offering through a merger or other Partnering Transaction with us. In a Partnering Transaction with us, the owners of the partnering candidate may, for example, exchange their shares of stock in the partnering candidate for our Class A
Ordinary Shares (or shares of a new holding company) or for a combination of Class A Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe partnering candidates will find this method a
more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical Partnering Transaction
process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in
connection with a Partnering Transaction with us.
Furthermore, once a proposed Partnering Transaction is completed, the partnering candidate will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to
complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following a Partnering Transaction, we believe the partnering candidate would
then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits
by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential partnering candidates may view our status as a blank check company, such as our
lack of an operating history and our ability to seek shareholder approval of any proposed Partnering Transaction, negatively.
Financial Position
With funds available for a Partnering Transaction in the amount of $285,226,827 (assuming no redemptions), we offer a partnering candidate a variety of options such as creating a liquidity event for its owners,
providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our Partnering Transaction using our cash, debt or equity securities, or a
combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the partnering candidate to fit its needs and desires. However, we have not taken any steps
to secure third party financing and there can be no assurance it will be available to us.
Effecting Our Partnering Transaction
General
We intend to effectuate our Partnering Transaction using cash from the proceeds of our Initial Public Offering and the private placement of the Private Placement Warrants, the proceeds of the sale of our shares in
connection with our Partnering Transaction (pursuant to the Forward Purchase Agreement or other Forward Purchase Agreements or backstop agreements we may enter into from time to time), shares issued to the owners of the partnering candidate, debt
issued to bank or other lenders or the owners of the partnering candidate, or a combination of the foregoing. We may seek to complete our Partnering Transaction with a company or business that may be financially unstable or in its early stages of
development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our Partnering Transaction is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our Partnering
Transaction or used for redemptions of our Class A Ordinary Shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the
post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our Partnering Transaction, to fund the purchase of other companies or for working capital.
We may need to obtain additional financing to complete our Partnering Transaction, either because the transaction requires more cash than what is held in our trust account or because we become obligated to redeem a
significant number of our Public Shares upon completion of the Partnering Transaction, in which case we may issue additional securities or incur debt in connection with such Partnering Transaction. There are no prohibitions on our ability to
issue securities or incur debt in connection with our Partnering Transaction. Other than the Forward Purchase Agreement, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds
through the sale of securities, the incurrence of debt or otherwise.
Although our management will assess the risks inherent in a particular partnering candidate with which we may combine, we cannot assure Public Shareholders that this assessment will result in our identifying all
risks that a partnering candidate may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a partnering candidate.
Sources of Partnering Candidates
We are not prohibited from pursuing a Partnering Transaction with a partnering candidate that is affiliated with our Sponsor, officers or directors, or from completing the Partnering Transaction through a joint
venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our Partnering Transaction with a partnering candidate that is affiliated with our Sponsor, executive officers or directors, we,
or a committee of independent directors, would obtain an opinion from an independent investment banking firm or an independent accounting firm, that such a Partnering Transaction is fair to our company from a financial point of view. We are not
required to obtain such an opinion in any other context.
Evaluation of a Partnering Candidate and Structuring of Our Partnering Transaction
In evaluating a prospective partnering candidate, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of
customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular partnering
candidate, we will proceed to structure and negotiate the terms of the Partnering Transaction.
The time required to select and evaluate a partnering candidate and to structure and complete our Partnering Transaction, and the costs associated with this process, are not currently ascertainable with any degree of
certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective partnering candidate with which our Partnering Transaction is not ultimately completed will result in our incurring losses and
will reduce the funds we can use to complete another Partnering Transaction. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our
Partnering Transaction.
Lack of Business Diversification
For an indefinite period of time after the completion of our Partnering Transaction, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have
the resources to complete a Partnering Transaction with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
By completing our Partnering Transaction with only a single entity, our lack of diversification may:
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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our Partnering Transaction, and
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cause us to depend on the marketing and sale of a single product or limited number of products or services.
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Limited Ability to Evaluate the Partnering Candidate’s Management Team
Although we intend to closely scrutinize the management of a prospective partnering candidate when evaluating the desirability of effecting our Partnering Transaction with that business, our assessment of the
partnering candidate’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management
team, if any, in the partnering candidate cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our Partnering
Transaction. While it is possible that one or more of our directors will remain associated in some capacity with us following our Partnering Transaction, it is unlikely that any of them will devote their full efforts to our affairs subsequent to
our Partnering Transaction. Moreover, we cannot assure Public Shareholders that members of our management team will have significant experience or knowledge relating to the operations of the particular partnering candidate.
We cannot assure Public Shareholders that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will
remain with the combined company will be made at the time of our Partnering Transaction.
Following a Partnering Transaction, we may seek to recruit additional managers to supplement the incumbent management of the partnering candidate. We cannot assure Public Shareholders that we will have the ability to
recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Facilities
We currently sub-lease our executive offices at 717 5th Avenue, 24th Floor, New York, NY from our Sponsor. We consider our current office space adequate for our current operations.
Employees
We currently have two executive officers, D.T. Ignacio Jayanti and Jeremy S. Schein. Neither D.T. Ignacio Jayanti nor Jeremy S. Schein is obligated to devote any specific number of hours to our matters but they
intend to devote as much of their time as they deem necessary to our affairs until we have completed our Partnering Transaction. The amount of time they will devote in any time period will vary based on whether a partnering candidate has been
selected for our Partnering Transaction and the stage of the Partnering Transaction process we are in. We do not intend to have any full time employees prior to the completion of our Partnering Transaction.
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RISK FACTORS
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An investment in our securities involves a high degree of risk. Public Shareholders should consider carefully all of the risks described below, together with the other information contained in this Report, before
making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and
Public Shareholders could lose all or part of their investment.
Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Partnering Transaction
Our shareholders may not be afforded an opportunity to vote on our proposed Partnering Transaction, which means we may complete our Partnering Transaction even though a
majority of our shareholders do not support such a transaction.
We may choose not to hold a shareholder vote to approve our Partnering Transaction if the Partnering Transaction would not require shareholder approval under applicable law or stock exchange listing requirements.
Except for as required by applicable law or stock exchange requirements, the decision as to whether we will seek shareholder approval of a proposed Partnering Transaction or will allow shareholders to sell their shares to us in a tender offer
will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may
complete our Partnering Transaction even if holders of a majority of our Ordinary Shares do not approve of the Partnering Transaction we complete.
Our Public Shareholders’ only opportunity to affect the investment decision regarding a potential Partnering Transaction may be limited to the exercise of their right to
redeem their shares from us for cash.
Our Public Shareholders will not be provided with an opportunity to evaluate the specific merits or risks of our Partnering Transaction. Since our board of directors may complete a Partnering Transaction without
seeking shareholder approval, Public Shareholders may not have the right or opportunity to vote on the Partnering Transaction, unless we seek such shareholder vote. Accordingly, our Public Shareholders’ only opportunity to affect the investment
decision regarding our Partnering Transaction may be limited to exercising their redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to them in which we describe our
Partnering Transaction.
If we seek shareholder approval of our Partnering Transaction, our Initial Shareholders and management team have agreed to vote in favor of such Partnering Transaction,
regardless of how our Public Shareholders vote.
Our Initial Shareholders hold 20% of the outstanding voting power of our Ordinary Shares (not including the Forward Purchase Shares). Our Initial Shareholders and management team also may from time to time purchase
Class A Ordinary Shares prior to our Partnering Transaction. Our Amended and Restated Memorandum and Articles of Association provides that, if we seek shareholder approval of a Partnering Transaction, such Partnering Transaction will be approved
if we receive the affirmative vote of a majority of the shares voted at such meeting, including the Founder Shares and the Performance Shares. As a result, in addition to the Founder Shares and Performance Shares, we would need 12,640,500, or
45%, of the 28,090,000 Public Shares sold in our Initial Public Offering to be voted in favor of a Partnering Transaction in order to have our Partnering Transaction approved (assuming all outstanding shares are voted). Accordingly, if we seek
shareholder approval of our Partnering Transaction, the agreement by our Initial Shareholders and management team to vote in favor of our Partnering Transaction will increase the likelihood that we will receive the requisite shareholder approval
for such Partnering Transaction.
The ability of our Public Shareholders to redeem their shares for cash may make our financial condition unattractive to a potential partnering candidate, which may make it
difficult for us to enter into a Partnering Transaction with a partnering candidate.
We may seek to enter into a Partnering Transaction agreement with a prospective partnering candidate that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many
Public Shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the Partnering Transaction. Furthermore, in no event will we redeem our Public Shares in
an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a
minimum cash condition as described above, we would not proceed with such redemption and the related Partnering Transaction and may instead search for an alternate Partnering Transaction.
Prospective partnering candidates will be aware of these risks and, thus, may be reluctant to enter into a Partnering Transaction with us.
In evaluating a prospective target business for our initial Partnering Transaction, our management may rely on the availability of all of the funds from the sale of the
Forward Purchase Securities to be used as part of the consideration to the sellers in the initial Partnering Transaction. If the sale of the Forward Purchase Securities does not close, we may lack sufficient funds to consummate our initial
Partnering Transaction.
On June 30, 2021, we entered into a Forward Purchase Agreement with an affiliate of our Sponsor, Corsair V Financial Services Capital Partners, L.P., pursuant to which such investor committed to purchase in the
aggregate, up to 10,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a purchase price of $10.00 per unit, in
private placements to occur concurrently, and only in connection with, the closing of our initial Partnering Transaction. The obligations of the investor under the Forward Purchase Agreement will not depend on whether any Class A Ordinary Shares
are redeemed by our Public Shareholders. The obligations of such investor to purchase the Forward Purchase Securities are subject to the approval, prior to our entering into a definitive agreement for our initial Partnering Transaction, of its
investment committee and the Forward Purchase Agreement contains customary closing conditions. However, if the sale of the Forward Purchase Securities does not close, we may lack sufficient funds to consummate
our initial Partnering Transaction.
The requirement that we complete our Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable, or such later date as approved by holders of a majority of the
voting power of our outstanding Ordinary Shares that are voted at a meeting to extend such date, voting together as a single class) may give potential partnering candidates leverage over us in negotiating a Partnering Transaction and may limit
the time we have in which to conduct due diligence on potential Partnering Transaction candidates, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Partnering Transaction on terms that would
produce value for our shareholders.
Any potential partnering candidate with which we enter into negotiations concerning a Partnering Transaction will be aware that we must complete our Partnering Transaction by July 6, 2023 (or October 6, 2023, as
applicable). Consequently, such partnering candidate may obtain leverage over us in negotiating a Partnering Transaction, knowing that if we do not complete our Partnering Transaction with that particular partnering candidate, we may be unable to
complete our Partnering Transaction with any partnering candidate. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our Partnering
Transaction on terms that we would have rejected upon a more comprehensive investigation.
Our search for a Partnering Transaction, and any partnering candidate with which we ultimately consummate a Partnering Transaction, may be materially adversely affected by the
coronavirus (COVID-19) outbreak and volatility of debt and equity markets.
While COVID-19 cases have recently waned, if there is a resurgence of COVID-19 or the occurrence of other significant global events (such as terrorist attacks, natural disasters or a significant outbreak of other
infectious diseases), we may be unable to complete a Partnering Transaction. We may experience restricted travel, limited ability to have meetings with potential investors or target company personnel, or vendors and services providers may be
unavailable to negotiate and consummate a Partnering Transaction in a timely manner.
In addition, our ability to consummate a Partnering Transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by a resurgence of COVID-19 and other events (such as
terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us
or at all.
If the disruptions posed by COVID-19 or other matters of global concern re-emerge for an extended period, our ability to consummate a Partnering Transaction, or the operations of a partnering candidate with which we
ultimately consummate a Partnering Transaction, may be materially adversely affected.
We may not be able to complete our Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable), in which case we would cease all operations except for the
purpose of winding up and we would redeem our Public Shares and liquidate.
We may not be able to find a suitable partnering candidate and complete our Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable). Our ability to complete our Partnering Transaction may be
negatively impacted by general market conditions, volatility in the capital and debt markets, rising interest rates and the other risks described herein. For example, the outbreak of COVID-19 and its variants spread both in the U.S. and globally
and, while the continued impact of the outbreak on us will depend on future developments, it could limit our ability to complete our Partnering Transaction, including as a result of increased market volatility, decreased market liquidity and
third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 and its variants may negatively impact businesses we may seek to acquire. In addition, the U.S. debt ceiling and budget deficit
concerns have increased the possibility of credit-rating downgrades and economic slowdowns, or a recession in the United States.
If we have not completed our Partnering Transaction within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of Permitted
Withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to
receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our
Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, Public Shareholders may be forced to wait beyond July 6, 2023
(or October 6, 2023, as applicable) before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the funds from our trust account. We have no obligation to return funds to
Public Shareholders prior to the date of our redemption or liquidation unless we consummate our Partnering Transaction prior thereto and only then in cases where Public Shareholders have sought to redeem their Class A Ordinary Shares. Only upon
our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our Partnering Transaction.
We currently maintain all of our working capital cash and cash equivalents with one financial institution and, therefore, our cash and cash equivalents could be adversely
affected if the financial institution in which we hold our cash and cash equivalents fails.
We currently maintain all of our working capital cash and cash equivalents with one financial institution. At the current time, our cash balance with such financial institution is below the Federal Deposit Insurance
Corporation insurance (“FDIC Insurance”) limit. As a result of the recent inability of certain businesses with accounts at Silicon Valley Bank (“SVB”) to gain access to their deposits and the greater focus on the concerns of potential failures of
other financial institutions, in the future, we may consider diversifying a portion of our cash and cash equivalents with other financial institutions in order to reduce the risks associated with maintaining all of our cash and cash equivalents
at one financial institution. Notwithstanding the foregoing, the failure of one or more of the financial institutions in which our cash and cash equivalents are held, the resulting inability for us to obtain the return of our funds from any of
those financial institutions, or any other adverse condition suffered by any of those financial institutions, could impact access to our cash or cash equivalents and could adversely impact our operating liquidity and financial performance.
Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions,
could adversely affect our ability to consummate a partnering transaction.
Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services
industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023,
SVB was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were
each swept into receivership. While the U.S. Federal Reserve, the U.S. Treasury Department, and the FDIC have agreed to guarantee all deposits, above and beyond the limit on insured deposits of $250,000, at these banks, including SVB, there can
be no assurance that there will not be additional bank failures or issues in the broader U.S. financial system, which may have an impact on the broader capital markets and, in turn, our ability to access those markets in connection with any
potential partnering transaction, as well as our search for a potential partnering candidate.
If we seek shareholder approval of our Partnering Transaction, our Sponsor, Initial Shareholders, directors, executive officers, advisors and their affiliates may elect to
purchase shares or public warrants from Public Shareholders, which may influence a vote on a proposed Partnering Transaction and reduce the public “float” of our Class A Ordinary Shares.
If we seek shareholder approval of our Partnering Transaction and we do not conduct redemptions in connection with our Partnering Transaction pursuant to the tender offer rules, our Sponsor, Initial Shareholders,
directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our Partnering Transaction, although they
are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None
of the funds in the trust account will be used to purchase shares or public warrants in such transactions.
In the event that our Sponsor, Initial Shareholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected
to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchase of shares could be to vote such shares in favor of the Partnering
Transaction and thereby increase the likelihood of obtaining shareholder approval of the Partnering Transaction or to satisfy a closing condition in an agreement with a partnering candidate that requires us to have a minimum net worth or a
certain amount of cash at the closing of our Partnering Transaction, where it appears that such requirement would otherwise not be met. The purpose of any such purchase of public warrants could be to reduce the number of public warrants
outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with our Partnering Transaction. Any such purchase of our securities may result in the completion of our Partnering Transaction that
may not otherwise have been possible. We expect any such purchase will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
In addition, if such purchases are made, the public “float” of our Class A Ordinary Shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to
obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.
If we seek shareholder approval of our Partnering Transaction and we do not conduct redemptions pursuant to the tender offer rules, and if any individual Public Shareholders
or a “group” of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, such Public Shareholders will lose the ability to redeem all such shares in excess of 15% of our Class A Ordinary Shares.
If we seek shareholder approval of our Partnering Transaction and we do not conduct redemptions in connection with our Partnering Transaction pursuant to the tender offer rules, our Amended and Restated Memorandum
and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act),
will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be
restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our Partnering Transaction. Public Shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to
complete our Partnering Transaction and Public Shareholders could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. Additionally, Public Shareholders will not receive redemption distributions
with respect to the Excess Shares if we complete our Partnering Transaction. And as a result, Public Shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell their
shares in open market transactions, potentially at a loss.
Because of our limited resources and the significant competition for Partnering Transaction opportunities, it may be more difficult for us to complete our Partnering
Transaction. If we do not complete our Partnering Transaction, our Public Shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will
expire worthless.
We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and
other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or
indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our
financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous partnering candidates we could potentially acquire with the cash held in our trust account, our ability to
compete with respect to the acquisition of certain partnering candidates that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain
partnering candidates. Furthermore, we are obligated to offer holders of our Public Shares the right to redeem their shares for cash at the time of our Partnering Transaction in conjunction with a shareholder vote or via a tender offer.
Partnering candidates will be aware that this may reduce the resources available to us for our Partnering Transaction. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Partnering Transaction. If we
do not complete our Partnering Transaction, our Public Shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
If the cash held outside the trust account is insufficient to allow us to operate for at least until July 6, 2023 (or October 6, 2023, as applicable), it could limit the
amount available to fund our search for a partnering candidate or candidates and complete our Partnering Transaction, and we will depend on loans from our Sponsor or management team to fund our search and to complete our Partnering Transaction.
As of December 31, 2022, we had approximately $307,000 in cash held outside the trust account to fund our working capital requirements. We believe that the funds available to us outside of the trust account are
sufficient to allow us to operate for at least until July 6, 2023 (or October 6, 2023, as applicable); however, we cannot assure Public Shareholders that our estimate is accurate. We could use a portion of the funds available to us to pay fees to
consultants to assist us with our search for a partnering candidate. We could also use a portion of the funds as a down payment or to fund a no-shop provision (a provision in letters of intent or merger agreements designed to keep partnering
candidates from shopping around for transactions with other companies or investors on terms more favorable to such partnering candidates) with respect to a particular proposed Partnering Transaction, although we do not have any current intention
to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a partnering candidate and were subsequently required to forfeit such funds (whether as a result of our breach or
otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a partnering candidate.
If we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our Sponsor, members of our
management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our
Partnering Transaction. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-Partnering Transaction entity at a price of $1.50 per private placement warrant at the option of the lender. The warrants would
be identical to the Private Placement Warrants. Prior to the completion of our Partnering Transaction, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be
willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our Partnering Transaction because we do not have sufficient funds available to us, we will be forced
to cease operations and liquidate the trust account. Consequently, our Public Shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our Public Shares, and our warrants will expire worthless.
There is substantial doubt about our ability to continue as a going concern.
In connection with the assessment of going concern considerations in accordance with the Financial Accounting Standard Board (“FASB”) ASC Topic 205-40, “Presentation of Financial
Statements—Going Concern,” we have until July 6, 2023 (or October 6, 2023, as applicable) to consummate a Partnering Transaction. It is uncertain that we will be able to consummate a Partnering Transaction by this time. If a Partnering
Transaction is not consummated by this date, or we have not executed a letter of intent, agreement in principle or definitive agreement for a Partnering Transaction by such date (and subsequently extended such deadline to October 6, 2023),
there will be a mandatory liquidation and subsequent dissolution of the Company. We have determined that the liquidity condition and mandatory liquidation, should a Partnering Transaction not occur, and potential subsequent dissolution raises
substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after July 6, 2023. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Going Concern and Capital Resources.”
Subsequent to the completion of our Partnering Transaction, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have
a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause Public Shareholders to lose some or all of their investment.
Even if we conduct extensive due diligence on a partnering candidate with which we combine, we cannot assure Public Shareholders that this diligence will identify all material issues that may be present with a
particular partnering candidate, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the partnering candidate and outside of our control will not later arise. As a
result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies
certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity,
the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a
result of assuming pre-existing debt held by a partnering candidate or by virtue of our obtaining debt financing to partially finance the Partnering Transaction or thereafter. Accordingly, any shareholders or warrant holders who choose to remain
shareholders or warrant holders following the Partnering Transaction could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to
successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy
solicitation or tender offer materials, as applicable, relating to the Partnering Transaction contained an actionable material misstatement or material omission.
We may not hold an annual general meeting until after the consummation of our Partnering Transaction, which could delay the opportunity for our shareholders to appoint
directors.
In accordance with the NYSE’s corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on the NYSE.
There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, Public Shareholders may not be afforded the opportunity to appoint directors
and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first general
meeting) serving a three-year term. In addition, as holders of our Class A Ordinary Shares, our Public Shareholders will not have the right to vote on the appointment of directors until after the consummation of our Partnering Transaction. Only
holders of Founder Shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our Partnering Transaction.
Public Shareholders will not be permitted to exercise their warrants unless we register and qualify the underlying Class A Ordinary Shares or certain exemptions are available.
If the issuance of the Class A Ordinary Shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws,
holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full units purchase
price solely for the Class A Ordinary Shares included in the units.
We have not registered, and do not intend to register the Class A Ordinary Shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of
the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our Partnering Transaction, we will use our commercially reasonable efforts to file with the SEC a
post-effective amendment to the registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause
the same to become effective within 60 business days following our Partnering Transaction and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the warrants until the expiration of the warrants in
accordance with the provisions of the warrant agreement.
We cannot assure Public Shareholders that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or
prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.
If the Class A Ordinary Shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants
will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.
In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such
exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.
If our Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the
Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the
event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use
our commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.
In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are
unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.
Public Shareholders may only be able to exercise their public warrants on a “cashless basis” under certain circumstances, and if they do so, they will receive fewer Class A
Ordinary Shares from such exercise than if they were to exercise such warrants for cash.
The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless
basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A Ordinary Shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if
we have so elected and the Class A Ordinary Shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities
Act; and (iii) if we have so elected and we call the public warrants for redemption. If Public Shareholders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number
of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of our Class A Ordinary Shares (as defined
in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior
to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. In no event will the warrants be exercisable in connection with this redemption
feature for more than 0.361 Class A Ordinary Shares per warrant (subject to adjustment). As a result, Public Shareholders would receive fewer Class A Ordinary Shares from such exercise than if they were to exercise such warrants for cash.
Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration
statement covering the Class A Ordinary Shares issuable upon exercise of these warrants will cause holders to receive fewer Class A Ordinary Shares upon their exercise of the warrants than they would have received had they been able to pay the
exercise price of their warrants in cash.
If we call the warrants for redemption, holders will have the option to exercise their warrants on a cashless basis under certain circumstances. If holders choose to exercise their warrants on a cashless basis, the
number of Class A Ordinary Shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at $11.50 per share
through a cashless exercise when the Class A Ordinary Shares have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A Ordinary Shares. The
holder would have received 875 Class A Ordinary Shares if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller
number of Class A Ordinary Shares upon a cashless exercise of the warrants they hold.
The grant of registration rights to our Initial Shareholders and holders of our Private Placement Warrants may make it more difficult to complete our Partnering Transaction,
and the future exercise of such rights may adversely affect the market price of our Class A Ordinary Shares.
Pursuant to the agreement entered into concurrently with the issuance and sale of the securities in our Initial Public Offering, our Initial Shareholders and their permitted transferees can demand that we register
the Founder Shares, the Performance Shares and the Class A Ordinary Shares into which such Founder Shares and Performance Shares are convertible, holders of our Private Placement Warrants and their permitted transferees can demand that we
register the Class A Ordinary Shares and the warrants (and the Class A Ordinary Shares issuable upon exercise of such warrants) underlying such Private Placement Warrants, and holders of Private Placement Warrants that may be issued upon
conversion of working capital loans may demand that we register the Class A Ordinary Shares and the warrants (and the Class A Ordinary Shares issuable upon exercise of such warrants) underlying such Private Placement Warrants.
Pursuant to the Forward Purchase Agreement, we will use our reasonable best efforts (i) to file within 30 days after the closing of the initial Partnering Transaction a registration statement with the SEC for a
secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A Ordinary Shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than 60
days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the purchaser or its assignees cease to hold the securities covered thereby, and (B) the date all of the
securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten
offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides for certain “piggy-back” registration rights to the holders of Forward Purchase Securities to include their securities in other registration
statements filed by us.
We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of
our Class A Ordinary Shares. In addition, the existence of the registration rights may make our Partnering Transaction more costly or difficult to conclude. This is because the shareholders of the partnering candidate may increase the equity
stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A Ordinary Shares that is expected when the Class A Ordinary Shares owned by our Initial Shareholders,
holders of our Private Placement Warrants, holders of our working capital loans or their respective permitted transferees are registered.
Because we are neither limited to evaluating a partnering candidate in a particular industry sector nor have we selected any specific partnering candidate with which to pursue
our Partnering Transaction, Public Shareholders will be unable to ascertain the merits or risks of any particular partnering candidate’s operations.
Our efforts to identify a prospective Partnering Transaction candidate will not be limited to a particular industry, sector or geographic region. While we may pursue a Partnering Transaction opportunity in any
industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our
management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors, including financial services. Our Amended and Restated Memorandum and Articles of
Association prohibits us from effectuating a Partnering Transaction solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific partnering candidate with respect to a
Partnering Transaction, there is no basis to evaluate the possible merits or risks of any particular partnering candidate’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our
Partnering Transaction, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or
earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular partnering
candidate, we cannot assure Public Shareholders that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our
control and leave us with no ability to control or reduce the chances that those risks will adversely impact a partnering candidate. We also cannot assure Public Shareholders that an investment in our units will ultimately prove to be more
favorable to them than a direct investment, if such opportunity were available, in a partnering candidate. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the Partnering Transaction
could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our
officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the
Partnering Transaction contained an actionable material misstatement or material omission.
Although we have identified general criteria and guidelines that we believe are important in evaluating prospective partnering candidates, we may enter into our Partnering
Transaction with a partnering candidate that does not meet such criteria and guidelines, and as a result, the partnering candidate with which we enter into our Partnering Transaction may not have attributes entirely consistent with our general
criteria and guidelines.
Although we have identified general criteria and guidelines for evaluating prospective partnering candidates, it is possible that a partnering candidate with which we enter into our Partnering Transaction will not
have all of these positive attributes. If we complete our Partnering Transaction with a partnering candidate that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does
meet all of our general criteria and guidelines. In addition, if we announce a prospective Partnering Transaction with a partnering candidate that does not meet our general criteria and guidelines, a greater number of shareholders may exercise
their redemption rights, which may make it difficult for us to meet any closing condition with a partnering candidate that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the
transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our Partnering Transaction if the partnering candidate does not
meet our general criteria and guidelines. If we do not complete our Partnering Transaction, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public
Shareholders, and our warrants will expire worthless.
We may issue additional Class A Ordinary Shares or preference shares to complete our Partnering Transaction or under an employee incentive plan after completion of our
Partnering Transaction. We may also issue Class A Ordinary Shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our Partnering Transaction as a result of the anti-dilution provisions contained in our
Amended and Restated Memorandum and Articles of Association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our Amended and Restated Memorandum and Articles of Association authorizes the issuance of up to 380,000,000 Class A Ordinary Shares, par value $0.0001 per share, 1,000,000 Class B Ordinary Shares, par value, $0.0001
per share, 50,000,000 Class F Ordinary Shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As of March 15, 2023, there were 351,910,000, 750,000, and 48,595,500 authorized but unissued Class A
Ordinary Shares, Class B Ordinary Shares, and Class F Ordinary Shares, respectively, available for issuance. The Class F Ordinary Shares are automatically convertible into Class A Ordinary Shares concurrently with or immediately following the
consummation of our Partnering Transaction, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our Amended and Restated Memorandum and Articles of Association. As of December 31, 2022, there are no preference
shares issued and outstanding.
We may issue a substantial number of additional Class A Ordinary Shares or preference shares to complete our Partnering Transaction or under an employee incentive plan after completion of our Partnering Transaction.
We may also issue a substantial and potentially unlimited number of additional Class A Ordinary Shares in accordance with the terms of the Performance Shares, as the Performance Shares are not subject to a conversion limitation in the event of
increases in the price of our Class A Ordinary Shares. Further, our board of directors (in consultation with our Sponsor) may make a one-time election following our Initial Public Offering and prior to the consummation of a Partnering
Transaction, may elect to forfeit all of its Performance Shares, require us to effect a share split of the Founder Shares and deliver a number of Founder Shares equal to the number of Performance Shares it forfeits.
In addition, we may also issue Class A Ordinary Shares to redeem the warrants or upon conversion of the Founder Shares at a ratio greater than one-to-one at the time of our Partnering Transaction as a result of the
anti-dilution provisions as set forth therein. However, our Amended and Restated Memorandum and Articles of Association provides, among other things, that prior to our Partnering Transaction, we may not issue additional shares that would entitle
the holders thereof to (i) receive funds from the trust account or (ii) vote together as a single class with our then outstanding Public Shares (a) on any Partnering Transaction or (b) to approve an amendment to our Amended and Restated
Memorandum and Articles of Association to (x) extend the time we have to consummate a Partnering Transaction beyond July 6, 2023 (or October 6, 2023, as applicable) or (y) amend the foregoing provisions. These provisions of our Amended and
Restated Memorandum and Articles of Association, like all provisions of our Amended and Restated Memorandum and Articles of Association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
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may significantly dilute the equity interest of investors in our Initial Public Offering (which dilutive effect would increase as the price of our Class A Ordinary Shares increases on a year-over-year basis, in respect of shares issued
upon conversion of the Performance Shares);
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may subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares;
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could cause a change in control if a substantial number of Class A Ordinary Shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation
or removal of our present officers and directors; and
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may adversely affect prevailing market prices for our units, Class A Ordinary Shares and/or warrants.
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Our Initial Shareholders will receive additional Class A Ordinary Shares if we issue certain shares to consummate a Partnering Transaction.
The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our Partnering Transaction on a one-for-one basis, subject to adjustment for
share splits, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or Equity-Linked Securities are issued or deemed issued in
connection with our Partnering Transaction (including the Forward Purchase Shares, but not including the Forward Purchase Warrants or any Class A Ordinary Shares issuable with respect to Performance Shares), the number of Class A Ordinary Shares
issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 5% of the total number of as-converted Class A Ordinary Shares outstanding after such conversion (or 20% of the total number of as-converted
Class A Ordinary Shares outstanding, to the extent our board of directors elects the promote conversion), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any Equity-Linked
Securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Partnering Transaction (including the Forward Purchase Securities); provided that
such conversion of Founder Shares into Class A Ordinary Shares will never occur on a less than one-for-one basis.
Resources could be wasted in researching Partnering Transactions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or
merge with another business. If we do not complete our Partnering Transaction, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our
warrants will expire worthless.
We anticipate that the investigation of each specific partnering candidate and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific Partnering Transaction, the costs incurred up to that point for the proposed transaction likely would not be
recoverable. Furthermore, if we reach an agreement relating to a specific partnering candidate, we may fail to complete our Partnering Transaction for any number of reasons including those beyond our control. Any such event will result in a loss
to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our Partnering Transaction, our Public Shareholders may only receive their
pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Partnering Transaction, which may adversely affect our leverage and financial
condition and thus negatively impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date of this Report to issue any notes or other debt securities, we may choose to incur substantial debt to complete our Partnering Transaction. We and our officers have
agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per
share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after a Partnering Transaction are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver
or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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our inability to pay dividends on our Class A Ordinary Shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A Ordinary Shares if declared, expenses, capital expenditures, acquisitions and
other general corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who
have less debt.
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We may only be able to complete one Partnering Transaction with the cash held in our trust account, which will cause us to be solely dependent on a single business which may
have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
The net proceeds from our Initial Public Offering and the private placement of warrants provided us with $285,226,827 currently held in the trust account that we may use to complete our Partnering Transaction. In
addition, prior to the consummation of our Initial Public Offering, we entered into a Forward Purchase Agreement with an affiliate, Corsair V Financial Services Capital Partners, L.P., pursuant to which such investor committed to purchase in the
aggregate, up to 10,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a purchase price of $10.00 per unit, in
private placements to occur concurrently, and only in connection with, the closing of our initial Partnering Transaction. The obligations of the investor under the Forward Purchase Agreement will not depend on whether any Class A Ordinary Shares
are redeemed by our Public Shareholders. The obligations of such investor to purchase the Forward Purchase Securities are subject to the approval, prior to our entering into a definitive agreement for our initial Partnering Transaction, of its
investment committee and the Forward Purchase Agreement contains customary closing conditions. The proceeds from the sale of Forward Purchase Securities, if any, may be used as part of the consideration to the sellers in our initial Partnering
Transaction, expenses in connection with our initial Partnering Transaction or for working capital in the post-transaction company. There can be no assurance that the purchase of the Forward Purchase Agreement will close.
We may effectuate our Partnering Transaction with a single partnering candidate or multiple partnering candidates simultaneously or within a short period of time. However, we may not be able to effectuate our
Partnering Transaction with more than one partnering candidate because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present
operating results and the financial condition of several partnering candidates as if they had been operated on a combined basis. By completing our Partnering Transaction with only a single entity, our lack of diversification may subject us to
numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to
complete several Partnering Transactions in different industries or different areas of a single industry.
Accordingly, the prospects for our success may be:
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solely dependent upon the performance of a single business, property or asset, or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate
subsequent to our Partnering Transaction.
We may attempt to simultaneously complete Partnering Transactions with multiple prospective partnering candidates, which may hinder our ability to complete our Partnering
Transaction and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous
closings of the other Partnering Transactions, which may make it more difficult for us, and delay our ability, to complete our Partnering Transaction. With multiple Partnering Transactions, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or
products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our Partnering Transaction with a private company about which little information is available, which may result in a Partnering Transaction with a
company that is not as profitable as we suspected, if at all.
In pursuing our Partnering Transaction strategy, we may seek to effectuate our Partnering Transaction with a privately held company. Very little public information generally exists about private companies, and we
could be required to make our decision on whether to pursue a potential Partnering Transaction on the basis of limited information, which may result in a Partnering Transaction with a company that is not as profitable as we suspected, if at all.
We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our Partnering Transaction with
which a substantial majority of our shareholders or warrant holders do not agree.
Our Amended and Restated Memorandum and Articles of Association does not provide a specified maximum redemption threshold, except that in no event will we redeem our Public Shares in an amount that would cause our
net tangible assets to be less than $5,000,001. In addition, our proposed Partnering Transaction may impose a minimum cash requirement for: (i) cash consideration to be paid to the partnering candidate or its owners, (ii) cash for working capital
or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our Partnering Transaction even though a substantial majority of our Public Shareholders do not agree with the
transaction and have redeemed their shares or, if we seek shareholder approval of our Partnering Transaction and do not conduct redemptions in connection with our Partnering Transaction pursuant to the tender offer rules, have entered into
privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are
validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Partnering Transaction exceed the aggregate amount of cash available to us, we will not complete the Partnering Transaction
or redeem any shares in connection with such Partnering Transaction, all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Partnering Transaction.
In order to effectuate a Partnering Transaction, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other
governing instruments, including their warrant agreements. We cannot assure Public Shareholders that we will not seek to amend our Amended and Restated Memorandum and Articles of Association or governing instruments in a manner that will make it
easier for us to complete our Partnering Transaction that our shareholders may not support.
In order to effectuate a Partnering Transaction, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant
agreements. For example, special purpose acquisition companies have amended the definition of Partnering Transaction, increased redemption thresholds and extended the time to consummate a Partnering Transaction and, with respect to their
warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending certain provisions of our Amended and Restated Memorandum and Articles of Association requires the approval of a special
resolution, under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and amending our warrant agreement requires a vote of
holders of at least 50% of the public warrants that vote on such amendment and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement
Warrants, 50% of the number of the then outstanding Private Placement Warrants. In addition, our Amended and Restated Memorandum and Articles of Association requires us to provide our Public Shareholders with the opportunity to redeem their
Public Shares for cash if we propose an amendment to our Amended and Restated Memorandum and Articles of Association to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete a Partnering
Transaction by July 6, 2023 (or October 6, 2023, as applicable) or with respect to any other material provisions relating to shareholders’ rights or pre-Partnering Transaction activity. To the extent any of such amendments would be deemed to
fundamentally change the nature of the securities we would register, or seek an exemption from registration for, the affected securities. We may seek to amend our charter or governing instruments or extend the time to consummate a Partnering
Transaction in order to effectuate our Partnering Transaction.
The provisions of our Amended and Restated Memorandum and Articles of Association that relate to our pre-Partnering Transaction activity (and corresponding provisions of the
agreement governing the release of funds from our trust account) may be amended with the approval of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, which is a lower amendment threshold than that
of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our Amended and Restated Memorandum and Articles of Association to facilitate the completion of a Partnering Transaction that some of our
shareholders may not support.
Our Amended and Restated Memorandum and Articles of Association provides that any of its provisions related to Partnering Transaction activity (including the requirement to deposit proceeds of our Initial Public
Offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to Public Shareholders as described herein) may be amended if approved by
special resolution, under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement
governing the release of funds from our trust account may be amended if approved by holders of 65% of our Ordinary Shares who attend and vote at a general meeting of our company for that purpose. In all other instances, our Amended and Restated
Memorandum and Articles of Association may be amended by holders of a majority of the voting power of our outstanding Ordinary Shares entitled to vote thereon, subject to applicable provisions of applicable stock exchange rules. Our Initial
Shareholders, who, with their Founder Shares and Performance Shares, will collectively hold 20% of the voting power of our Ordinary Shares prior to the completion of a Partnering Transaction, may participate in any vote to amend our Amended and
Restated Memorandum and Articles of Association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our Amended and Restated Memorandum and Articles of
Association which govern our pre-Partnering Transaction behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a Partnering Transaction with which Public Shareholders do not
agree.
Our shareholders may pursue remedies against us for any breach of our Amended and Restated Memorandum and Articles of Association.
Our Sponsor, executive officers and directors have agreed, pursuant to written agreements with us, that they will not propose any amendment to our Amended and Restated Memorandum and Articles of Association to modify
the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable) or with respect to any other material provisions relating to
shareholders’ rights or pre-Partnering Transaction activity, unless we provide our Public Shareholders with the opportunity to redeem their Class A Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of Permitted Withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding Public Shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, executive officers or directors for any
breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
We may be unable to obtain additional financing to complete our Partnering Transaction or to fund the operations and growth of a partnering candidate, which could compel us
to restructure or abandon a particular Partnering Transaction. If we do not complete our Partnering Transaction, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for
distribution to Public Shareholders, and our warrants will expire worthless.
Although we believe that the cash currently held in our trust account, together with the sale of the Forward Purchase Securities, will be sufficient to allow us to complete our Partnering Transaction, because we have
not yet selected any specific partnering candidate we cannot ascertain the capital requirements for any particular transaction. If the cash held in our trust account, together with the sale of any Forward Purchase Securities, proves to be
insufficient, either because of the size of our Partnering Transaction, the depletion of the cash held outside the trust account in search of a partnering candidate, the obligation to redeem for cash a significant number of shares from
shareholders who elect redemption in connection with our Partnering Transaction, the sale of the Forward Purchase Securities does not close or the terms of negotiated transactions to purchase shares in connection with our Partnering Transaction,
we may be required to seek additional financing or to abandon the proposed Partnering Transaction. We cannot assure Public Shareholders that such financing will be available on acceptable terms, if at all. The current economic environment has
made it especially difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our Partnering Transaction, we would be compelled to either restructure the
transaction or abandon that particular Partnering Transaction and seek an alternative partnering candidate. If we do not complete our Partnering Transaction, our Public Shareholders may only receive their pro rata portion of the funds in the
trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our Partnering Transaction, we may require such financing to
fund the operations or growth of the partnering candidate. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the partnering candidate. None of our officers, directors or
shareholders is required to provide any financing to us in connection with or after our Partnering Transaction.
Our Initial Shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that
our Class A ordinary shareholders do not support.
Our Initial Shareholders, with their Founder Shares and their Performance Shares, hold approximately 20% of the voting power of our Ordinary Shares prior to the completion of a Partnering Transaction. Accordingly,
they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Class A ordinary shareholders do not support, including amendments to our Amended and Restated Memorandum and Articles of
Association. Further, pursuant to a Letter Agreement with our Sponsor, we have agreed not to enter into a definitive agreement regarding a Partnering Transaction without the prior written consent of our Sponsor. As a result, we may not be
permitted to enter into a Partnering Transaction that our Board believes to be in the shareholders’ best interests. Further, for so long as any Performance Shares remain outstanding, we may not, without the prior or written consent of the holders
of a majority of the Performance Shares then outstanding take certain actions such as to (i) change our fiscal year, (ii) increase the number of directors on the Board, (iii) pay any dividends or effect any split on any of our Ordinary Shares or
make any distributions of cash, securities or any other property, (iv) adopt any shareholder rights plan, (v) acquire any entity or business with assets at a purchase price greater than 10% or more of our total assets measured in accordance with
generally accepted accounting principles in the United States or the accounting standards then used by us in the preparation of our financial statements or (vi) issue any Class A Ordinary Shares in excess of 20% of our then outstanding Class A
Ordinary Shares or that would otherwise require a shareholder vote pursuant to the rules of the stock exchange on which the Class A Ordinary Shares are then listed or (vii) make a rights offering to all or substantially all of the holders of
Class B Ordinary Shares or issue additional Class B Ordinary Shares. As a result, the holders of the Performance Shares may be able to prevent us from taking such actions that the Board believes is in our interest.
If our Initial Shareholders purchase any units in our Initial Public Offering or if our Initial Shareholders purchase any additional Class A Ordinary Shares in the aftermarket or in privately negotiated transactions,
this would increase their control. Neither our Initial Shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would
be considered in making such additional purchases would include consideration of the current trading price of our Class A Ordinary Shares. In addition, our board of directors, whose members were elected by our Sponsor, is and will be divided into
three classes, each of which will generally serve for a terms for three years with only one class of directors being elected in each year. We may not hold an annual meeting of shareholders to elect new directors prior to the completion of our
Partnering Transaction, in which case all of the current directors will continue in office until at least the completion of the Partnering Transaction. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a
minority of the board of directors will be considered for election and our Initial Shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our Initial Shareholders will continue to
exert control at least until the completion of our Partnering Transaction.
Because we must furnish our shareholders with partnering candidate financial statements, we may lose the ability to complete an otherwise advantageous Partnering Transaction
with some prospective partnering candidates.
The federal proxy rules require that the proxy statement with respect to the vote on a Partnering Transaction include historical and pro forma financial statement disclosure. We will include the same financial
statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances and the historical financial
statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential partnering candidates we
may acquire because some partnering candidates may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our Partnering Transaction within the prescribed time
frame.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our Partnering Transaction, require substantial financial and management
resources, and increase the time and costs of completing a Partnering Transaction.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Report on Form 10-K for the year ending December 31, 2022. Only in the event we are
deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. The fact that we are a newly organized company established for the purpose of identifying a company to partner with in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar
Partnering Transaction makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a partnering candidate with which we seek to complete our Partnering Transaction
may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time
and costs necessary to complete any such Partnering Transaction.
Provisions in our Amended and Restated Memorandum and Articles of Association may inhibit a takeover of us, which could limit the price investors might be willing to pay in
the future for our Class A Ordinary Shares and could entrench management.
Our Amended and Restated Memorandum and Articles of Association contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions
include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new classes of preference shares, and potential payments owed with respect to our Performance Shares, which may make the removal of
management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
If we effect our Partnering Transaction with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
If we pursue a partnering candidate with operations or opportunities outside of the United States for our Partnering Transaction, we may face additional burdens in connection with investigating, agreeing to and
completing such Partnering Transaction, and if we effect such Partnering Transaction, we would be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a partnering candidate with operations or opportunities outside of the United States for our Partnering Transaction, we would be subject to risks associated with cross-border Partnering Transactions,
including in connection with investigating, agreeing to and completing our Partnering Transaction, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes
in the purchase price based on fluctuations in foreign exchange rates.
If we effect our Partnering Transaction with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:
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costs and difficulties inherent in managing cross-border business operations;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future Partnering Transactions may be effected;
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exchange listing and/or delisting requirements;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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local or regional economic policies and market conditions;
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unexpected changes in regulatory requirements;
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challenges in managing and staffing international operations;
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longer payment cycles;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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rates of inflation;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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underdeveloped or unpredictable legal or regulatory systems;
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corruption;
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protection of intellectual property;
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social unrest, crime, strikes, riots and civil disturbances;
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regime changes and political upheaval;
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terrorist attacks and wars; and
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deterioration of political relations with the United States.
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We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such Partnering Transaction, or, if we complete such Partnering Transaction, our operations
might suffer, either of which may adversely impact our business, financial condition and results of operations.
A potential partnering candidate’s business could be affected by political instability, including relating to Ukraine and related sanctions or export controls
imposed by the U.S., EU, UK, or other governments.
The ongoing conflict in Ukraine along with the responses of the governments of the United States, EU member states, the United Kingdom, and other nations have the potential to materially adversely affect a potential
target business’ operations or assets in or (direct or indirect) dealings with parties organized or located within Ukraine, Russia, and Belarus. Due to geopolitical developments, the United States, European Union, United Kingdom, and other
nations have announced or threatened new sanctions and export restrictions targeting Russian and Belarusian individuals and entities, as well as disputed territories within Ukraine. Russia and its allies have and may continue to respond with
countermeasures, which could further restrict the partnering candidate business’ operations in or related to the foregoing countries. It is unclear how long existing restrictions (and countermeasures) will remain in place or whether new
restrictions (or countermeasures) may be imposed. Existing restrictions have negatively impacted the Russian economy, and there can be no guarantee that existing (or new) restrictions or countermeasures will not materially adversely affect the
Russian (or global) economy. Any of the foregoing could have a material adverse impact on a potential partnering candidate business’ financial condition, results of operations or prospects.
Failure of the U.S. federal government to manage its fiscal matters or to raise or further suspend the debt ceiling, and changes in the amount of federal debt, may negatively
impact the economic environment and adversely impact our results of operations or those of a potential target.
The U.S. federal government has established a limit on the level of federal debt that it can have outstanding, often referred to as the debt ceiling. Congress has authority to raise or suspend the debt ceiling and to
approve the funding of U.S. federal government operations within the debt ceiling, and has done both frequently in the past, often on a relatively short-term basis. On January 19, 2023, the U.S. reached its borrowing limit and currently faces a
risk of defaulting on its debt. Generally, if effective legislation to manage the level of federal debt is not enacted and the debt ceiling is reached in any given year, the federal government may suspend its investments for certain government
accounts, among other available options, in order to prioritize payments on its obligations. It is anticipated that the U.S. federal government will be able to fund its operations through approximately mid-2023. However, contention among
policymakers, among other factors, may hinder the enactment of policies to further increase the borrowing limit or to address the debt balance in a timely manner. If Congress does not raise the debt ceiling, it may increase the risk of default by
the U.S. on its obligations, of a credit rating downgrade of the U.S. federal government and of other economic dislocations. Such circumstances, or the perceived risk of such circumstances, could consequently have a material adverse effect on the
financial markets and economic conditions in the U.S. and globally. If economic conditions severely deteriorate, they could have a material adverse impact on our financial condition, results of operations or prospects and those of a potential
target business. These risks may also adversely impact our overall liquidity, our borrowing costs or the market price of our securities.
Risks Relating to our Securities
The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable Partnering
Transaction or optimize our capital structure.
At the time we enter into an agreement for our Partnering Transaction, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our
expectations as to the number of shares that will be submitted for redemption. If our Partnering Transaction agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum
amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares is submitted for redemption than we initially
expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the
incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable Partnering Transaction available to us or optimize our capital structure.
The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our Partnering
Transaction would be unsuccessful and that Public Shareholders would have to wait for liquidation in order to redeem their shares.
If our Partnering Transaction agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our
Partnering Transaction would be unsuccessful is increased. If our Partnering Transaction is unsuccessful, Public Shareholders would not receive their pro rata portion of the funds in the trust account until we liquidate the trust account. If
Public Shareholders are in need of immediate liquidity, they could attempt to sell their shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either
situation, Public Shareholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with their exercise of redemption rights until we liquidate or they are able to sell their shares in the open
market.
If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our Partnering Transaction, or fails to comply with the procedures for
tendering its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our Partnering Transaction. Despite our compliance with these rules, if a shareholder fails to
receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to
holders of our Public Shares in connection with our Partnering Transaction will describe the various procedures that must be complied with in order to validly tender or submit Public Shares for redemption. For example, we intend to require our
Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their
shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote
on the proposal to approve the Partnering Transaction is to be held. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its Public Shares to also submit a
written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures
disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.
Public Shareholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate their
investment, Public Shareholders may be forced to sell their Public Shares or warrants, potentially at a loss.
Our Public Shareholders are entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of a Partnering Transaction, and then only in connection with those Class A Ordinary
Shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend our Amended and Restated Memorandum
and Articles of Association to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable) or with respect to any other
material provisions relating to shareholders’ rights or pre-Partnering Transaction activity, and (iii) the redemption of our Public Shares if we do not complete a Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable), subject
to applicable law and as further described herein. In addition, if we do not complete a Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable), Cayman Islands law may require that we submit a plan of dissolution to our
then-existing shareholders for approval prior to the distribution of the cash held in our trust account. In that case, Public Shareholders may be forced to wait beyond July 6, 2023 (or October 6, 2023, as applicable) before they receive funds
from our trust account. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the cash held in the trust account with respect to the
warrants. Accordingly, to liquidate their investment, they may be forced to sell their Public Shares or warrants, potentially at a loss.
The NYSE may delist our securities from trading on its exchange, which could limit Public Shareholders’ ability to make transactions in our securities and subject us to
additional trading restrictions.
Our units, Class A Ordinary Shares and warrants are currently listed on the NYSE. We cannot assure Public Shareholders that our securities will continue to be listed on the NYSE in the future or prior to our
Partnering Transaction. In order to continue listing our securities on the NYSE prior to our Partnering Transaction, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum average global
market capitalization and a minimum number of holders of our securities. Additionally, in connection with our Partnering Transaction, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more
rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share and our shareholder’s equity
would generally be required to be at least $5.0 million. We cannot assure Public Shareholders that we will be able to meet those initial listing requirements at that time.
If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter
market. If this were to occur, we could face significant material adverse consequences, including:
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A Ordinary Shares are a “penny stock” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the
secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.”
Because our units, Class A Ordinary Shares and warrants are currently listed on the NYSE, our units, Class A Ordinary Shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale
of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a
particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check
companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as
covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
Public Shareholders will not be entitled to protections normally afforded to investors of many other blank check companies.
Since the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants are intended to be used to complete a Partnering Transaction with a partnering candidate that has not been
selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we had net tangible assets in excess of $5,000,000 upon the completion of our Initial Public Offering and the sale of the Private
Placement Warrants and we filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.
Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means we have a longer period of time to complete our Partnering Transaction than do companies subject to Rule 419. Moreover, if our
Initial Public Offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our
completion of a Partnering Transaction.
If third parties bring claims against us, the cash held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than
$10.00 per share.
Our placement of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective partnering candidates and other
entities with which we do business (other than our independent registered public accounting firm) execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of
our Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach
of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust
account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a
third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. The underwriters of our Initial Public Offering will not execute agreements
with us waiving such claims to the monies held in the trust account.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to
be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will
agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our Public Shares,
if we do not complete our Partnering Transaction within the prescribed timeframe, or upon the exercise of a redemption right in connection with our Partnering Transaction, we will be required to provide for payment of claims of creditors that
were not waived that may be brought against us within the 10 years following redemption.
Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the Letter
Agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective partnering candidate with which we have entered into a written letter
of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the
trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such
liability will not apply to any claims by a third party or prospective partnering candidate who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any
claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act.
However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe
that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure Public Shareholders that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust
account, the funds available for our Partnering Transaction and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our Partnering Transaction, and Public Shareholders would receive
such lesser amount per share in connection with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective partnering
candidates.
The securities in which we invest the cash held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of
taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00 per share.
The net proceeds of our Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants, in the amount of $285,226,827, are held in an interest-bearing trust account. The cash held in the
trust account may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations
currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal
Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (net of Permitted Withdrawals) would be reduced. In the
event that we are unable to complete our initial Partnering Transaction, our Public Shareholders are entitled to receive their pro-rata share of the cash held in the trust account, plus any interest income. If the balance of the trust account is
reduced below $280,900,000 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our Public Shareholders may be reduced below $10.00 per share.
Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for
distribution to our Public Shareholders.
In the event that the cash in the trust account is reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust
account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action
on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any
particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our Public Shareholders may be reduced below $10.00 per share.
If, after we distribute the cash in the trust account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up
petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such cash, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.
If, after we distribute the cash in the trust account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not
dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency
court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying Public Shareholders
from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.
If, before distributing the cash in the trust account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with
our liquidation may be reduced.
If, before distributing the cash in the trust account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not
dismissed, the cash held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the
distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed
as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying Public Shareholders from the trust account prior to addressing the claims of
creditors. We cannot assure Public Shareholders that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share
premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.
Certain agreements related to our Initial Public Offering may be amended without shareholder approval.
Each of the agreements related to our Initial Public Offering to which we are a party, other than the warrant agreement and the investment management trust agreement, may be amended without shareholder approval. Such
agreements are: the Letter Agreement among us and our Sponsor, officers and directors; the registration and shareholder rights agreement among us and our Initial Shareholders; the private placement warrants purchase agreement between us and our
Sponsor; the administrative services agreement among us, our Sponsor and an affiliate of our Sponsor; and the Forward Purchase Agreement between us and an affiliate of our Sponsor. These agreements contain various provisions that our Public
Shareholders might deem to be material. For example, our Letter Agreement and the underwriting agreement contain certain lock-up provisions with respect to the Founder Shares, Private Placement Warrants and other securities held by our Sponsor,
officers and directors. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate our
Partnering Transaction. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our Partnering Transaction, it may be possible that our board of directors, in exercising its business judgment and
subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our Partnering Transaction will be disclosed in our proxy solicitation or tender
offer materials, as applicable, related to such Partnering Transaction, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our
shareholders, may result in the completion of our Partnering Transaction that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision
discussed above may result in our Initial Shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.
In addition, pursuant to the terms of our Amended and Restated Memorandum and Articles of Association, the powers, preferences or relative, participating, optional or other special rights of the Performance Shares
may be amended only with the prior vote or written consent of the holders of a majority of the Performance Shares then outstanding, voting separately as a single class, without the need to seek approval from any other class of our Ordinary
Shares, even in situations where the amendment to the terms of the Performance Shares may adversely impact such other class of Ordinary Shares.
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants for amendments necessary for the warrants to be classified as equity. As
a result, the exercise price of Public Shareholders’ warrants could be increased, the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a warrant could be decreased, all without Public
Shareholders’ approval.
Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants
may be amended without the consent of any shareholder or warrant holder for the purpose of (i) curing any ambiguity or to correct any defective provision or mistake, (ii) adjusting the provisions relating to cash dividends on Class A Ordinary
Shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary
or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants; provided that the approval by the holders of at least 50% of the then outstanding
public warrants that vote to amend the warrant agreement, after at least 10 days’ notice that an amendment is being sought, is required to make any change that adversely affects the interests of the registered holders. Although our ability to
amend the terms of the public warrants with such 50% consent of is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares (at a
ratio different than initially provided), shorten the exercise period or decrease the number of Class A Ordinary Shares purchasable upon exercise of a warrant.
We may redeem Public Shareholders’ unexpired warrants prior to their exercise at a time that is disadvantageous to Public Shareholders, thereby making their warrants
worthless.
We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the
closing price of our Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
on the third trading day prior to proper notice of such redemption; provided that on the date we give notice of redemption, we will not redeem the warrants unless an effective registration statement under
the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period, except if the
warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to
register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force Public Shareholders to (i) exercise their warrants and pay the exercise price therefor at a time
when it may be disadvantageous for them to do so, (ii) sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) accept the nominal redemption price which, at the time the outstanding
warrants are called for redemption, is likely to be substantially less than the market value of their warrants. The Forward Purchase Warrants are redeemable on the same terms as the warrants offered as part of the units sold in our Initial Public
Offering. None of the Private Placement Warrants will be redeemable by us for cash so long as they are held by their initial purchasers or their permitted transferees.
In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value
equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number
of our Class A Ordinary Shares determined based on the redemption date and the fair market value of our Class A Ordinary Shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if
they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of Ordinary Shares received is capped at 0.361 of our
Class A Ordinary Shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
Our warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate our Partnering Transaction.
We issued warrants to purchase 9,363,333 Class A Ordinary Shares as part of the units offered in our Initial Public Offering and, simultaneously with the closing of our Initial Public Offering, we issued in a private
placement an aggregate of 5,412,000 Private Placement Warrants each exercisable to purchase one Class A ordinary share at $11.50 per share. We may also issue up to 3,333,333 Forward Purchase Warrants pursuant to the Forward Purchase Agreements,
if any. In addition, if our Sponsor or an affiliate of our Sponsor or certain of our officers and directors makes any working capital loans, such lender may convert those loans into up to an additional 1,500,000 Private Placement Warrants, at the
price of $1.50 per private placement warrant. To the extent we issue Class A Ordinary Shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A Ordinary Shares upon exercise of these
warrants could make us a less attractive acquisition vehicle to a partnering candidate. Such warrants, when exercised, will increase the number of issued and outstanding Class A Ordinary Shares and reduce the value of the Class A Ordinary Shares
issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the partnering candidate.
Our warrants are accounted for as a warrant liability and were recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have
an adverse effect on the market price of our Class A Ordinary Shares or may make it more difficult for us to consummate an initial Partnering Transaction.
Following the consummation of our Initial Public Offering and the concurrent issuance of the Private Placement Warrants to our Sponsor, we accounted for the 14,775,333 warrants issued in connection with our Initial
Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that because our warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we
classified each of the warrants as a liability at its fair value which will be estimated using an internal valuation model. Our valuation model utilizes inputs such as assumed share prices, volatility, discount factors and other assumptions and
may not be reflective of the price at which such warrants can be settled. The impact of changes in the fair value of our warrants on our earnings may have an adverse effect on the market price of our Class A Ordinary Shares. In addition,
potential targets may seek a blank check company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial Partnering Transaction with a target business.
Because each unit contains one-third of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition
companies.
Each unit contains one-third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants,
a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A Ordinary Shares to be issued to the warrant holder. This is different from other
offerings similar to ours whose units include one share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a
Partnering Transaction since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger
partner for partnering candidates. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.
Risks Relating to our Sponsor and Management Team
Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses associated with, our management team, or businesses associated with them, is presented for informational purposes only. Past performance by our management team is
not a guarantee either (i) of success with respect to any Partnering Transaction we may consummate or (ii) that we will be able to locate a suitable candidate for our Partnering Transaction. Public Shareholders should not rely on the historical
record of the performance of our management team or businesses associated with them, as indicative of our future performance of an investment in us or the returns we will, or is likely to, generate going forward.
We may seek Partnering Transaction opportunities in industries or sectors that may be outside of our management’s areas of expertise.
We will consider a Partnering Transaction outside of our management’s areas of expertise if a Partnering Transaction candidate is presented to us and we determine that such candidate offers an attractive Partnering
Transaction opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular Partnering Transaction candidate, we cannot assure Public Shareholders that we will adequately ascertain or assess all
of the significant risk factors. We also cannot assure Public Shareholders that an investment in our units will not ultimately prove to be less favorable to them in our Initial Public Offering than a direct investment, if an opportunity were
available, in a Partnering Transaction candidate.
We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and
directors, at least until we have completed our Partnering Transaction. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in
allocating their time among various business activities, including identifying potential Partnering Transactions and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of
our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.
Our ability to successfully effect our Partnering Transaction and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us
following our Partnering Transaction. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our ability to successfully effect our Partnering Transaction is dependent upon the efforts of our key personnel. The role of our key personnel in the partnering candidate, however, cannot presently be ascertained.
Although some of our key personnel may remain with the partnering candidate in senior management or advisory positions following our Partnering Transaction, it is likely that some or all of the management of the partnering candidate will remain
in place. While we intend to closely scrutinize any individuals we engage after our Partnering Transaction, we cannot assure Public Shareholders that our assessment of these individuals will prove to be correct. These individuals may be
unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment or consulting agreements with a partnering candidate in connection with a particular Partnering Transaction, and a particular
Partnering Transaction may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our Partnering Transaction and as a result, may cause them to have conflicts
of interest in determining whether a particular Partnering Transaction is the most advantageous.
Our key personnel may be able to remain with our company after the completion of our Partnering Transaction only if they are able to negotiate employment or consulting agreements in connection with the Partnering
Transaction. Such negotiations would take place simultaneously with the negotiation of the Partnering Transaction and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they
would render to us after the completion of the Partnering Transaction. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may
influence their motivation in identifying and selecting a partnering candidate, subject to their fiduciary duties under Cayman Islands law.
We may have a limited ability to assess the management of a prospective partnering candidate and, as a result, may affect our Partnering Transaction with a partnering
candidate whose management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our Partnering Transaction with a prospective partnering candidate, our ability to assess the partnering candidate’s management may be limited due to a lack of time,
resources or information. Our assessment of the capabilities of the partnering candidate’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the partnering
candidate’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders or
warrant holders who choose to remain shareholders or warrant holders following the Partnering Transaction could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim
under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Partnering Transaction contained an actionable material misstatement or material omission.
The officers and directors of an acquisition candidate may resign upon completion of our Partnering Transaction. The loss of a partnering candidate’s key personnel could
negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our Partnering Transaction cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s
management team will remain associated with the acquisition candidate following our Partnering Transaction, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to
our affairs. This conflict of interest could have a negative impact on our ability to complete our Partnering Transaction.
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search
for a Partnering Transaction and their other businesses. We do not intend to have any full-time employees prior to the completion of our Partnering Transaction. Each of our executive officers and directors is engaged in several other business
endeavors for which he may be entitled to substantial compensation, and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers
and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability
to devote time to our affairs which may have a negative impact on our ability to complete our Partnering Transaction. For a complete discussion of our executive officers’ and directors’ other business affairs, please see “Directors, Executive
Officers and Corporate Governance—Officers and Directors.”
Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities and, accordingly, may
have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Until we consummate our Partnering Transaction, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the
future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a Partnering Transaction opportunity to such entity subject to their fiduciary duties
under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential partnering candidate
may be presented to another entity prior to its presentation to us.
Our Amended and Restated Memorandum and Articles of Association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except, and
to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an
opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that Public Shareholders should be aware of, please see “Directors, Executive Officers
and Corporate Governance—Officers and Directors,” “Directors, Executive Officers and Corporate Governance—Conflicts of Interest” and “Certain Relationships and
Related Transactions, and Director Independence.”
Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be
acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a Partnering Transaction with a partnering candidate that is affiliated with our Sponsor, our directors or executive
officers, although we do not intend to do so, or we may acquire a partnering candidate through an affiliated joint acquisition with one or more affiliates of Corsair Capital and/or one or more investors in Corsair Capital or one of its
affiliates. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their
interests and ours.
The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a partnering candidate and completing a Partnering Transaction. Consequently, our
directors’ and officers’ discretion in identifying and selecting a suitable partnering candidate may result in a conflict of interest when determining whether the terms, conditions and timing of a particular Partnering Transaction are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our
shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
We may engage in a Partnering Transaction with one or more partnering candidates that have relationships with entities that may be affiliated with our Sponsor, executive
officers, directors or existing holders which may raise potential conflicts of interest.
In light of the involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, executive officers, directors or existing
holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Directors, Executive Officers and Corporate Governance—Conflicts
of Interest.” Such entities may compete with us for Partnering Transaction opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our Partnering Transaction with any entities
with which they are affiliated, and there have been no substantive discussions concerning a Partnering Transaction with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any
affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a Partnering Transaction as set forth in “Business—Effecting Our Partnering
Transaction” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or an independent accounting firm regarding the
fairness to our company from a financial point of view of a Partnering Transaction with one or more domestic or international businesses affiliated with our Sponsor, executive officers, directors or existing holders, potential conflicts of
interest still may exist and, as a result, the terms of the Partnering Transaction may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.
Moreover, we may pursue an affiliated joint acquisition opportunity with one or more affiliates of Corsair Capital and/or one or more investors in Corsair Capital or one of its affiliates. Any such parties may
co-invest with us in the partnering candidate at the time of our Partnering Transaction, or we could raise additional funds to complete the Partnering Transaction by issuing to such parties a class of equity or Equity-Linked Securities.
Accordingly, such persons or entities may have a conflict between their interests and ours.
Since our Sponsor, executive officers and directors will lose their entire investment in us if our Partnering Transaction is not completed (other than with respect to Public
Shares they may acquire), a conflict of interest may arise in determining whether a particular partnering candidate is appropriate for our Partnering Transaction.
On January 8, 2021, one of our affiliates purchased an aggregate of (a) 2,300,000 Founder Shares in exchange for a capital contribution of $6,250, or approximately $0.0027 per share and (b) 120,000 Performance Shares
for a capital contribution of $18,750, or approximately $0.1563 per share, and on January 21, 2021 (x) exchanged 130,000 Founder Shares on a one for one basis for Performance Shares and (y) surrendered 157,500 Founder Shares. Such Founder Shares
and Performance Shares were assigned to our Sponsor on January 28, 2021. On April 30, 2021, our Sponsor surrendered 575,000 Founder Shares for no consideration, such that as of June 30, 2021, there were 1,437,500 Founder Shares and 250,000
Performance Shares issued and outstanding. On July 15, 2021, the underwriter purchased an additional 3,090,000 Units pursuant to the partial exercise of the over-allotment option. As a result, the Sponsor subsequently forfeited 33,000 Class F
Ordinary Shares on July 15, 2021. The Founder Shares will be worthless if we do not complete a Partnering Transaction. In addition, our Sponsor purchased an aggregate of 5,412,000 Private Placement Warrants for an aggregate purchase price of
$8,118,000, or $1.50 per private placement warrant. The Private Placement Warrants will also be worthless if we do not complete our Partnering Transaction. The personal and financial interests of our executive officers and directors may influence
their motivation in identifying and selecting a Partnering Transaction, completing a Partnering Transaction and influencing the operation of the business following the Partnering Transaction. This risk may become more acute as the 24-month
anniversary of the closing of our Initial Public Offering nears, which is the deadline for our completion of a Partnering Transaction.
We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A Ordinary Shares or warrants, the U.S. Holder may be subject to adverse U.S. federal
income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular
circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC
for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception, potentially not
until after the two taxable years following our current taxable year). If we determine we are a PFIC for any taxable year, we expect to provide to a U.S. Holder such information as the Internal Revenue Service (the “IRS”) may require, including a
PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will provide such required information on a timely basis or at all, and such
election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisers regarding the possible application of the PFIC rules.
Public Shareholders may be treated as receiving taxable constructive distributions for U.S. federal income tax purposes even though they do not receive a corresponding cash
distribution. In addition, in the event we complete our Partnering Transaction with a U.S. company and certain other conditions are met, non-U.S. investors may be subject to withholding taxes, and we may have withholding obligations, with respect
to any such constructive distribution.
The terms of the warrants provide for an adjustment to the number of Class A Ordinary Shares for which warrants may be exercised or to the exercise price of the warrants in certain events. When certain adjustments
are made, depending on the circumstances, Public Shareholders may be treated for U.S. federal income tax purposes as receiving a constructive distribution from us even though no cash distributions are made. In addition, it is possible that the
conversion of Performance Shares into Class A Ordinary Shares could similarly result in a constructive distribution to Public Shareholders.
Moreover, if we complete our Partnering Transaction with a U.S. company and certain other conditions are met, non-U.S. investors may be subject to U.S. federal withholding tax in respect of any such constructive
distribution with respect to our warrants or shares, and we or another withholding agent may be liable for any failure to withhold and remit any tax due to the appropriate taxing authority, even though no contemporaneous cash distributions are
made.
General Risk Factors
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be
restricted, which may make it difficult for us to complete our Partnering Transaction.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities,
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each of which may make it difficult for us to complete our Partnering Transaction. In addition, we may have imposed upon us burdensome requirements, including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.
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In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing,
reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis. Our business will be to identify and complete a Partnering Transaction and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view
to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the cash held in the trust account may only be invested in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in
direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the cash held in the trust account to these instruments, and by
having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company”
within the meaning of the Investment Company Act. Our Initial Public Offering was not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place
for funds pending the earliest to occur of either: (i) the completion of our Partnering Transaction; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend our Amended and Restated Memorandum and
Articles of Association to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our Partnering Transaction by July 6, 2023 (or October 6, 2023, as applicable); and (iii) absent a Partnering
Transaction by July 6, 2023 (or October 6, 2023, as applicable) or with respect to any other material provisions relating to shareholders’ rights or pre-Partnering Transaction activity, our return of the funds held in the trust account to our
Public Shareholders as part of our redemption of the Public Shares. If we do not invest the cash held in the trust account as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the
Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a Partnering Transaction. If we do not complete our
Partnering Transaction, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our
Partnering Transaction, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring
of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our
business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and
complete our Partnering Transaction, and results of operations.
We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, Public Shareholders may have no assurance from an
independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
Unless we complete our Partnering Transaction with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or independent investment banking firm that the price we are
paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted
by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our Partnering Transaction.
We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure
requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to
other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that
status earlier, including if the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following
December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading
prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had
a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition
period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the
new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period
difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other
things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates exceeds $250
million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30th. To
the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Because we are incorporated under the laws of the Cayman Islands, Public Shareholders may face difficulties in protecting their interests, and their ability to protect their
rights through the U.S. Federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for Public Shareholders to effect service of process within the United States upon our directors or
officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs will be governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the
Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to
us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from
English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are
different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states,
such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.
We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United
States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil
liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman
Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a
judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment
must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a
manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay
enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders
than they would as Public Shareholders of a United States company.
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on,
or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an
early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate
any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
We are a company with no operating history and no revenues established for the purpose of identifying a company to partner with in order to effectuate a merger, share
exchange, asset acquisition, share purchase, reorganization or similar Partnering Transaction, and Public Shareholders have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check company incorporated under the laws of the Cayman Islands and all of our activities to date have been related to our formation, our Initial Public Offering and our search for a business
combination target. Because we lack an operating history, Public Shareholders have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. If we fail to complete our initial
business combination, we will never generate any operating revenues.
We may reincorporate in another jurisdiction in connection with our Partnering Transaction, and the laws of such jurisdiction may govern some or all of our future material
agreements and we may not be able to enforce our legal rights.
In connection with our Partnering Transaction, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may
govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or
obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.
Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its directors, officers, advisors or
service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair Public
Shareholders’ ability to communicate with us.
| ITEM 1B. |
UNRESOLVED STAFF COMMENTS
|
None.
| ITEM 2. |
PROPERTIES
|
We currently maintain our executive offices at 717 Fifth Avenue, 24th Floor New York, NY 10022. We consider our current office space adequate for our current operations.
| ITEM 3. |
LEGAL PROCEEDINGS
|
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
| ITEM 4. |
MINE SAFETY DISCLOSURES
|
Not applicable.
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
(a)
|
Market Information
|
Our Class A Ordinary Shares, warrants, and units are each traded on the NYSE under the symbol “CORS,” “CORS.WS” and “CORS.U” respectively. Our units commenced public trading on July
1, 2021. Our Class A Ordinary Shares and warrants began separate trading on August 23, 2021.
|
(b)
|
Holders
|
On March 15, 2023, there was 1 holder of record of our units, 1 holder of record of our Class A Ordinary Shares, 1 holder of record of our Class B Ordinary Shares, 1 holder of record of our Class F Ordinary Shares
and 2 holders of record of our warrants.
|
(c)
|
Dividends
|
We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of a Partnering Transaction. The payment of cash dividends in the future will be
dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a Partnering Transaction. The payment of any cash dividends subsequent to a Partnering Transaction will be within
the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
|
(d)
|
Securities Authorized for Issuance Under Equity Compensation Plans
|
None.
|
(e)
|
Performance Graph
|
Not applicable.
|
(f)
|
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
|
Unregistered Sales
We have not sold any unregistered equity securities during the year ended December 31, 2022.
Use of Proceeds
Upon the closing of our Initial Public Offering, the Private Placement (as defined below) and the underwriters’ partial exercise of their over-allotment option, $280,900,000 of the net proceeds of our Initial Public
Offering and certain of the proceeds of the Private Placement was placed in a trust account.
We paid a total of $5.6 million in underwriting discounts and commissions and approximately $2.2 million for other offering costs related to our Initial Public Offering.
There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as is described in our final prospectus related to our Initial Public Offering.
| ITEM 6. |
SELECTED FINANCIAL DATA
|
Not Applicable.
| ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
References to the “Company,” “Corsair Partnering Corporation,” “Corsair,” “our,” “us” or “we” refer to Corsair Partnering Corporation. The following discussion and analysis
of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set
forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve
risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-K including, without limitation, statements in this
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking
statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future
events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results
discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of
the Company’s final prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by
applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
Corsair Partnering Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 29, 2020. The Company was formed for the purpose of identifying a company to
partner with, in order to effectuate a merger, share exchange, asset acquisition, share purchase, reorganization or similar Partnering Transaction with one or more businesses (“Partnering Transaction”). The Company may pursue a Partnering
Transaction in any business or industry but expect to focus on a business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. The Company has
not generated revenue to date.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering (the “Initial Public Offering”) as it is described
below, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Partnering Transaction. Furthermore, there is no assurance that the Company will be able to successfully
complete a Partnering Transaction.
The registration statement for the Company’s Initial Public Offering was declared effective on June 30, 2021. On July 6, 2021, the Company consummated its Initial Public Offering of 25,000,000
units (the “Units” and, with respect to the Class A Ordinary Shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.4
million, of which approximately $8.8 million and approximately $481,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. On July 15, 2021, the underwriters purchased an
additional 3,090,000 Units (the “Option Units”) pursuant to the partial exercise of the over-allotment option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30.9
million. The Company incurred additional offering cost of approximately $1.7 million in connection with the over-allotment, of which approximately $1.1 million was for deferred underwriting commissions and approximately $55,000 was offering costs
allocated to derivative warrant liabilities.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,000,000 warrants (each, a “Private Placement Warrant”
and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million). In connection with the exercise of the over-allotment option on July 15, 2021, the Sponsor
purchased an additional 412,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant, generating additional gross proceeds to the Company of $618,000.
Following the closing of the Initial Public Offering and the Private Placement, $280.9 million ($10.00 per Unit, and including $30,900,000 in connection with the underwriters’ partial exercise
of the over-allotment option) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”), located in the United
States and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Partnering Transaction and (ii)
the distribution of the Trust Account as described below.
The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of the net assets held in the Trust
Account (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering Transaction if the
post-transaction company owns or acquires 50% or more of the voting securities of the partner candidate or otherwise acquires a controlling interest in the partner candidate sufficient for it not to be required to register as an investment
company under the Investment Company Act.
The Company’s Amended and Restated Memorandum and Articles of Association provides that, other than the withdrawal of interest earned on the funds that may be released to the Company for
withdrawals to pay taxes including income and franchise taxes and to withdraw up to $100,000 in dissolution expenses in the event the Company does not complete the Partnering Transaction within the Partnering Period (as defined below), none of
the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the Public Shares by its holders (the “Public Shareholders”) properly tendering Public
Shares in connection with a shareholder vote to amend certain provisions of the Company’s Amended and Restated Memorandum and Articles of Association prior to a Partnering Transaction or (iii) the redemption of 100% of the Public Shares if the
Company does not complete a Partnering Transaction within the Partnering Period (defined below).
The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek shareholder approval of the Partnering Transaction at a meeting called for such purpose in
connection with which Public Shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal to their pro rata share of the aggregate amount then
on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Partnering Transaction, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
its taxes, or (ii) provide the Public Shareholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the
aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
its taxes. As a result, such Ordinary Shares subject to possible redemption were recorded at redemption amount and classified as temporary equity, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust
Account was initially at $10.00 per Public Share. The decision as to whether the Company will seek shareholder approval of the Partnering Transaction or will allow shareholders to sell their shares in a tender offer will be made by the Company,
solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval. If the Company seeks shareholder
approval, it will complete its Partnering Transaction only if a majority of the outstanding Ordinary Shares voted are voted in favor of the Partnering Transaction. However, in no event will the Company redeem its Public Shares in an amount that
would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of the Company’s initial Partnering Transaction. In such case, the Company would not proceed with the redemption of its Public Shares and the
related Partnering Transaction, and instead may search for an alternate Partnering Transaction.
The Company will only have at most until July 6, 2023 (or October 6, 2023, as applicable) to complete its initial Partnering Transaction
(the “Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and shareholders do not approve an amendment to the Amended and Restated Memorandum and Articles of Association to extend this
date), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, of $10.00,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
The holders of the Founder Shares immediately prior to the Initial Public Offering entered into a Letter Agreement with the Company, pursuant to which they agreed to (i) waive their redemption
rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection
with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association, to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not
consummated a Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to shareholders’ rights or pre-Partnering Transaction activity and (iii) waive their rights to liquidating distributions
from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the Partnering Transaction within 24 months of the Partnering Period (although they will be entitled to liquidating distributions from the Trust
Account with respect to any Public Shares they hold if the Company fails to complete the Partnering Transaction within the Partnering Period).
Pursuant to the Letter Agreement, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the
Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the amount of funds in the Trust Account to below
the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the
Trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held
in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the
Securities Act.
Prior to the Partnering Transaction or the liquidation, the Company agreed to pay the Sponsor up to $15,000 per month for office space, administrative support and other services provided to
members of the Company’s management team. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf
such as identifying potential target businesses and performing due diligence on suitable Partnering Transactions. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or
directors, or the Company’s or their affiliates. Any such payments prior to an initial Partnering Transaction will be made from funds held outside the Trust Account. As of December 31, 2022 and 2021, the Company had approximately $86,000 and
$3,000, respectively, in due to related party for such expense reimbursement.
Going Concern and Capital Resources
As of December 31, 2022, the Company had approximately $307,000 in its operating bank account and working capital deficit of approximately $39,000.
The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from related parties to cover for certain expenses on the
Company’s behalf in exchange for issuance of Founder Shares and Performance Shares, a loan from the Sponsor under an unsecured promissory note (the “Note”) of approximately $231,000, and an advance from the Sponsor of $750,000 to be used in case
the over-allotment option was exercised in full by the underwriters. The Company repaid the Note balance of approximately $231,000 on July 6, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been
satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Partnering Transaction,
the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans (the “Working Capital Loans”). As of December 31, 2022 and 2021, there were no
amounts outstanding under any Working Capital Loan.
However, in connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,”
management has determined that working capital needs, mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern. We intend to complete our
initial business combination before the mandatory liquidation date; however, there can be no assurance that we will be able to consummate any business combination by July 6, 2023 (or October 6, 2023, as applicable). No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after July 6, 2023. The financial statements do not include any adjustment that might be necessary if we are
unable to continue as a going concern.
Results of Operations
Our entire activity from January 1, 2021 (commencement of operations) through December 31, 2022 was in preparation for our formation and the Initial Public Offering, and since the Initial
Public Offering, our search for a Partnering Transaction. We will not be generating any operating revenues until the closing and completion of our initial Partnering Transaction.
For the year ended December 31, 2022, we had net income of approximately $13,195,000, which consisted of a non-operating gain of approximately $10,101,000 for the change in fair value of
derivative warrant liabilities, approximately $4,276,000 of income from investments held in the Trust Account, offset by approximately $1,183,000 of general and administrative expenses.
For the period from January 1, 2021 (commencement of operations) through December 31, 2021, we had net loss of approximately $1,815,000, which consisted of a non-cash loss of approximately
$591,000 for the change in fair value of derivative warrant liabilities, approximately $739,000 of general and administrative expenses, and approximately $535,000 in offering costs associated with derivative warrant liabilities, offset by
approximately $51,000 of income from investments held in the Trust Account.
Contractual Obligations
Forward Purchase Agreement
On June 30, 2021, the Company entered into a Forward Purchase Agreement with an affiliate, Corsair V Financial Services Capital Partners L.P. (the “Forward Purchaser”), pursuant to which the
Forward Purchaser agreed to purchase in the aggregate, up to 10,000,000 Units, with each Unit consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment,
at a purchase price of $10.00 per Unit, in private placements to occur concurrently, and only in connection with, the closing of the initial Partnering Transaction. The obligations of the Forward Purchaser under the Forward Purchase Agreement
will not depend on whether any Class A Ordinary Shares are redeemed by the Public Shareholders. The obligations of the Forward Purchaser to purchase the Forward Purchase Securities are subject to the approval, prior to the Company entering into a
definitive agreement for the initial Partnering Transaction, of its investment committee and the Forward Purchase Agreement contains customary closing conditions. The Forward Purchase Agreement is not a firm commitment by either party to the
agreement. The proceeds from the sale of Forward Purchase Securities, if any, may be used as part of the consideration to the sellers in the initial Partnering Transaction, expenses in connection with the initial Partnering Transaction or for
working capital in the post-transaction company.
Registration Rights
The holders of the Founder Shares, Performance Shares, Forward Purchase Securities, Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of working
capital loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants, and Private Placement Warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares and
the Performance Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders of
these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to the completion of the Partnering Transaction. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Pursuant to the Forward Purchase Agreement, in the event of a sale, if any, of the Forward Purchase Securities, the Company expects to agree to use its reasonable best efforts (i) to file
within 30 days after the closing of the initial Partnering Transaction a registration statement with the SEC for a secondary offering of the Forward Purchase Shares and the Forward Purchase Warrants (and underlying Class A Ordinary Shares), (ii)
to cause such registration statement to be declared effective promptly thereafter but in no event later than 60 days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date
on which the Forward Purchasers or its assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act
and (iv) after such registration statement is declared effective, to cause the Company to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides for certain
“piggy-back” registration rights to the holders of Forward Purchase Securities to include their securities in other registration statements filed by the Company.
Underwriting Agreement
The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover
over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On July 15, 2021, the underwriters purchased an additional 3,090,000 Option Units pursuant to the partial exercise of the
over-allotment option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,900,000. Except for the 1,000,000 Units purchased by certain parties in the Initial Public
Offering, the underwriters were entitled to an underwriting discount of $0.20 per unit, or $5.4 million in the aggregate, paid upon the closing of the Initial Public Offering and exercise of the over-allotment option.
In addition, $0.35 per unit, or approximately $9.8 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to
the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Partnering Transaction, subject to the terms of the underwriting agreement.
Critical Accounting Policies and Estimates
This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The
preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial
statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various
other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:
Derivative Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants,
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at
fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using
a Monte-Carlo simulation model. The fair value of the Public Warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of December 31, 2022 is determined
using the fair value of the Public Warrants, as the Black-Scholes model used historically did not produce a meaningful result. The fair value of the Private Placement Warrants as of December 31, 2021 is determined using a Black-Scholes option
pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are
classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares
subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A Ordinary Shares is classified as shareholders’
equity. Our Class A Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 28,090,000 Class A
Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets.
Under ASC 480-10-S99, we have elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the
end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment
option), we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Net Income (Loss) Per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have three classes of shares, which are referred to as Class A Ordinary Shares, Class B
Ordinary Shares, and Class F Ordinary Shares. Income and losses are shared pro rata between the three classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is
calculated by dividing the net income (loss) by the weighted average shares of Ordinary Shares outstanding for the respective period.
The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the
over-allotment option) and the Private Placement to purchase an aggregate of 14,775,333 Class A Ordinary Shares in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events and their
inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share for the year ended December 31, 2022 and for the period from January 1,
2021 (commencement of operations) through December 31, 2021. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements
In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a
contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU
applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal
years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements.
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Off-Balance Sheet Arrangements
As of December 31, 2022 and 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual
obligations.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify
as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements
may not be comparable to companies that comply with public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the
JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to
Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted
by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the
completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
| ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
| ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
The information called for by Item 8 is found in a separate section of this Report starting on pages F-1. See the “Index to Financial Statements” on page F-1.
| ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
None.
| ITEM 9A. |
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures as of the end of the year ended December 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive
officer and principal financial officer have concluded that during the period covered by this Report, our disclosure controls and procedures were effective as of December 31, 2022.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the
time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Controls Over Financial Reporting
As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in
accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
| (1) |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
|
| (2) |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors, and
|
| (3) |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the
effectiveness of our internal control over financial reporting as of December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control - Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal controls over financial reporting were effective as of December 31, 2022.
This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth
company under the JOBS Act.
Changes in Internal Control over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
| ITEM 9B. |
OTHER INFORMATION
|
None.
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Officers and Directors
Our officers and directors are as follows:
|
Name
|
Age
|
Position
|
||
|
D.T. Ignacio Jayanti
|
54
|
Chief Executive Officer and Director
|
||
|
Jeremy S. Schein
|
43
|
Chief Financial Officer, President and Director
|
||
|
Maripat Alpuche
|
58
|
Director
|
||
|
Daniel J. Eckert
|
49
|
Director
|
||
|
William I. Jacobs
|
81
|
Director
|
D.T. Ignacio Jayanti, Chief Executive Officer and Director
D.T. Ignacio Jayanti has served as our CEO and a member of our board of directors since January 2021, and was appointed as Chairman of our board of directors in connection with the closing of our Initial Public
Offering. Mr. Jayanti joined Corsair Capital in 1993, and currently serves as its Managing Partner and Chairman of the Buy-outs Investment Committee and as a member of the Infrastructure Investment Committee of Corsair’s corporate private equity
funds. Prior to spinning off Corsair Capital as an independent business from J.P. Morgan Chase & Co. in 2006, Mr. Jayanti played a key role as a senior member of the investment team of the predecessor Corsair funds and was responsible for
managing the operations of the Corsair business from 1994 onwards. From 1994 to 1999, Mr. Jayanti was also a senior member of the Investment Banking Department of J.P. Morgan, where he headed the Emerging Markets Financial Institutions group.
Prior to J.P. Morgan, Mr. Jayanti worked at Credit Suisse First Boston in the Financial Institutions group both in New York and London. His investment banking experience includes complex advisory assignments in the United States, Europe, Asia and
Latin America. Mr. Jayanti holds B.A. and an M.A. in Economics from Queens’ College, Cambridge University. We believe that Mr. Jayanti is qualified to serve as a member of our board of directors because of his extensive business and investment
experience in the private equity industry and his knowledge of the financial services sector.
Jeremy S. Schein, Chief Financial Officer, President and Director
Jeremy S. Schein has served as our Chief Financial Officer since March 15, 2023, and as our President and a member of our board of directors since January 2021. Mr. Schein is a Partner at Corsair Capital having
worked at Corsair Capital in a number of roles at the firm since 2001. He serves as a member of Corsair Capital’s Investment Committee. Mr. Schein serves on the boards of Atlas US Buyer LLC and Amore Holdings TopCo GP LLC, as well as several
current Corsair Capital portfolio companies, including TreviPay, Identity Intelligence Group, LLC, Oakridge Insurance Services LLC, Spring Venture Group, LLC, and Jackson Hewitt Tax Service Inc. Mr. Schein holds a B.A. in Economics from Cornell
University. We believe Mr. Schein’s extensive knowledge in the areas of financial technology, payments, business services and the broader financial services industry coupled with his experience in private equity investments, as well as his
experience in leading the merger of a private company with and into a special purpose acquisition company, makes him well qualified to serve as a director.
Maripat Alpuche, Director
Ms. Alpuche is a professional with over 30 years of experience advising a diverse array of the nation’s leading financial services, private equity and other business entities on M&A, capital markets, joint
venture and other transformational strategic transactions. Ms. Alpuche played a leading advisory role in several of the nation’s largest public company mergers in the financial services sector. She also acted as trusted advisor to executive
management teams and boards on governance, disclosure, contract negotiation and disputes, regulatory issues and other strategic matters. Ms. Alpuche has spent the majority of her professional career at Simpson Thacher & Bartlett LLP where she
was a key advisor on industry’s largest public mergers, including the most recent four mergers creating JPMorgan Chase & Co; the merger of Bank of New York Corporation and Mellon Corporation; the merger of Wachovia Corporation and First Union
Corporation and Wachovia’s successful hostile takeover defense against SunTrust; and the acquisition of John Hancock Financial Services, Inc. by Manulife Corporation. Ms. Alpuche is also a co-founder and the Managing Director, Strategy and
Special Projects, of Percapita Group, Inc., a startup retail financial services platform with a commitment to a diverse and inclusive employee and client base. Ms. Alpuche received a B.A. from Franklin & Marshall College and a Juris Doctor
from Columbia University School of Law. We believe Ms. Alpuche’s experience in mergers and acquisitions as well as her experience in the financial services industry makes her well qualified to serve as a member on our board of directors.
Daniel J. Eckert, Director
Mr. Eckert most recently served as the Chief Product, Strategy & Development Officer at Green Dot Corporation, where he reshaped the company’s product and operations organizations for greater customer centricity
while leading platform innovation efforts with strategic partners such as Apple, Google, Amazon, Intuit and Wealthfront. Prior to Green Dot, Mr. Eckert spent the last decade in progressive levels of responsibility as a senior executive at Walmart
Inc., where he served as a key member of the U.S. leadership team responsible for Walmart’s retail- and omni-channel business transformation. Mr. Eckert’s responsibilities spanned Walmart’s financial, retail, automated, and in-store pickup
service lines as well as leadership over its Omnichannel shopping tools and Omni product catalog services, spanning 4,700 stores, 64,000 automated kiosks, and all of Walmart’s digital platforms. Prior to Walmart, Mr. Eckert served as senior vice
president of card and retail services for HSBC, where he founded and led HSBC’s venture development and payment products group. He also previously held positions at JPMorgan Chase & Co. and Accenture Ltd. (Strategy Consultant), and was
founder and president of an early-stage investment banking company. Mr. Eckert became an operating partner of Corsair Capital LLC prior to the closing of our Initial Public Offering. Mr. Eckert received a B.A. in History from University of
Michigan and a M.B.A. from the University of Chicago Booth School of Business. Mr. Eckert also a proud military veteran, having served as a Logistics Officer in the United States Marine Corps. We believe that Mr. Eckert is qualified to serve as a
member of our board of directors because of his extensive senior leadership experience in the financial services sector.
William I. Jacobs, Director
Mr. Jacobs previously held the position of Senior Executive Vice President for MasterCard Global Resources where his responsibilities included administration, government affairs, audit, finance, analysis, legal,
human resources and global communications. At Global Resources, he was responsible for developing new business ventures to service a wider range of member needs and was also involved in corporate finance and M&A activities. Before joining
MasterCard, Mr. Jacobs co-founded Financial Security Assurance Inc. (FSA) one of the world’s largest bond insurance companies. At FSA, he served as Chief Operating Officer, managing all staff functions including finance, policy, administration,
investment management and legal. Mr. Jacobs is also Chairman of the board of directors of Green Dot Corporation and serves as a director for Repay Holdings Corporation. He previously served on the boards of directors of Asset Acceptance Capital
Corp., Investment Technology Group, Inc., Alpharma, Inc., LifeNexus and BondFactor, as the Chairman of the board of directors of Global Payments Inc. and as the Chairman of the Board of Trustees at American University in Washington, D.C. Mr.
Jacobs is currently an operating partner of Corsair Capital LLC. Mr. Jacobs received a B.S. in Business Administration from American University and a Juris Doctor from American University Law School. We believe Mr. Jacobs is qualified to serve as
a member of our board of directors because of his experience in serving as a member of the board of directors of companies in the financial services sector, as well as his experience in serving as a director of a public company as a result of its
merger with and into a special purpose acquisition company.
Number and Terms of Office of Officers and Directors
Our board of directors consists of five members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our
first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of William I. Jacobs, will expire at our first annual general meeting. The term of office of the second class of directors,
consisting of Maripat Alpuche and Daniel J. Eckert, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Jeremy S. Schein and D.T. Ignacio Jayanti, will expire at the third annual
general meeting.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.
Pursuant to the agreement in connection with the closing of our Initial Public Offering, our Sponsor, upon and following consummation of an initial Partnering Transaction, is entitled to nominate three individuals
for election to our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement.
Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Memorandum and Articles of Association.
Only holders of Founder Shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our Partnering Transaction.
Director Independence
The NYSE rules require that a majority of our board of directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the
company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as
defined in the NYSE rules and applicable SEC rules. Our board of directors has determined that each of Maripat Alpuche, Daniel J. Eckert and William I. Jacobs are “independent directors” as defined in the NYSE listing standards and applicable SEC
rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Executive Officer and Director Compensation
None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation
of our Partnering Transaction and our liquidation, we may pay an affiliate of our Sponsor for office space, secretarial and administrative services provided to members of our management team up to $15,000 per month. In addition, our Sponsor,
executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partnering candidates and performing due
diligence on suitable Partnering Transactions. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to a Partnering
Transaction will be made from (i) funds held outside the trust account or (ii) interest earned on the trust account and released to us to pay our taxes. Other than quarterly audit committee review of such reimbursements, we do not expect to have
any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and
consummating a Partnering Transaction. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or any of
their respective affiliates, prior to completion of our Partnering Transaction.
After the completion of our Partnering Transaction, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully
disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Partnering Transaction. We have not established any limit on the amount
of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed Partnering Transaction, because the directors of the
post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination,
either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our Partnering Transaction, although it is possible that some or all of our
executive officers and directors may negotiate employment or consulting arrangements to remain with us after our Partnering Transaction. The existence or terms of any such employment or consulting arrangements to retain their positions with us
may influence our management’s motivation in identifying or selecting a partnering candidate but we do not believe that the ability of our management to remain with us after the consummation of our Partnering Transaction will be a determining
factor in our decision to proceed with any potential Partnering Transaction. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
Committees of the Board of Directors
Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, the NYSE
rules of the and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of the NYSE require that the
compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below.
Audit Committee
We have established an audit committee of the board of directors. Maripat Alpuche, Daniel J. Eckert and William I. Jacobs are currently the members of our audit committee. Under the NYSE listing standards and
applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Daniel J. Eckert serves as the chairman of the audit committee. Our board of directors has determined that each of Maripat
Alpuche, Daniel J. Eckert and William I. Jacobs is independent, that each member of the audit committee is financially literate and that Daniel J. Eckert and William I. Jacobs each qualify as an “audit committee financial expert” as defined in
applicable SEC rules.
The audit committee is responsible for:
| • |
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
|
| • |
monitoring the independence of the independent registered public accounting firm;
|
| • |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
|
| • |
inquiring and discussing with management our compliance with applicable laws and regulations;
|
| • |
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
|
| • |
appointing or replacing the independent registered public accounting firm;
|
| • |
determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding
financial reporting) for the purpose of preparing or issuing an audit report or related work;
|
| • |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting
policies;
|
| • |
monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance
with the terms of our Initial Public Offering; and
|
| • |
reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of
directors, with the interested director or directors abstaining from such review and approval.
|
The audit committee is a separately designated standing committee established in accordance with Section 3 (a)(58)(A) of the Exchange Act.
Compensation Committee
We have established a compensation committee of our board of directors. The members of our compensation committee are Maripat Alpuche, Daniel J. Eckert and William I. Jacobs. William I. Jacobs serves as chairman of
the compensation committee. Under the NYSE listing standards and applicable SEC rules, we are required to have a compensation committee comprised entirely of independent directors. Our board of directors has determined that each of Maripat
Alpuche, Daniel J. Eckert and William I. Jacobs is independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
| • |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and
determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;
|
| • |
reviewing and approving the compensation of all of our other Section 16 executive officers;
|
| • |
reviewing our executive compensation policies and plans;
|
| • |
implementing and administering our incentive compensation equity-based remuneration plans;
|
| • |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
| • |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
|
| • |
producing a report on executive compensation to be included in our annual proxy statement; and
|
| • |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the
appointment, compensation and oversight of the work of any such adviser.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the
factors required by the NYSE and the SEC.
Corporate Governance and Nominating Committee
We have established a corporate governance and nominating committee of our board of directors. The members of our corporate governance and nominating committee are Maripat Alpuche, Daniel J. Eckert and William I.
Jacobs, and Maripat Alpuche serves as chairperson of the corporate governance and nominating committee. Under the NYSE listing standards, we are required to have a corporate governance and nominating committee composed entirely of independent
directors. Our board of directors has determined that each of Maripat Alpuche, Daniel J. Eckert and William I. Jacobs is independent.
The primary function of the corporate governance and nominating committee include:
| • |
identifying individuals qualified to become members of the board of directors and making recommendations to the board of directors regarding nominees for election;
|
| • |
reviewing the independence of each director and making a recommendation to the board of directors with respect to each director’s independence;
|
| • |
developing and recommending to the board of directors the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually;
|
| • |
making recommendations to the board of directors with respect to the membership of the audit, compensation and corporate governance and nominating committees;
|
| • |
overseeing the evaluation of the performance of the board of directors and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee;
|
| • |
considering the adequacy of our governance structures and policies, including as they relate to our environmental sustainability and governance practices;
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| • |
considering director nominees recommended by shareholders; and
|
| • |
reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations.
|
Guidelines for Selecting Director Nominees
The guidelines for selecting nominees, which are specified in a charter adopted by us, generally provide that persons to be nominated:
| • |
should possess personal qualities and characteristics, accomplishments and reputation in the business community;
|
| • |
should have current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business;
|
| • |
should have the ability and willingness to commit adequate time to the board of directors and committee matters;
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| • |
should demonstrate ability and willingness to commit adequate time to the board of directors and committee matters;
|
| • |
should possess the fit of the individual’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to our needs; and
|
| • |
should demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a
diversity of age, gender, nationality, race, ethnicity, and sexual orientation.
|
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our Ordinary Shares to file reports of ownership and changes in
ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2022 there were no
delinquent filers.
Code of Ethics
We have adopted a code of ethics applicable to our directors, officers and employees (“Code of Ethics”). Our Code of Ethics is available on our website. Our Code of Ethics is a
“code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Ethics on our website.
Conflicts of Interest
Under Cayman Islands law, directors and officers owe the following fiduciary duties:
| • |
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
|
| • |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
| • |
directors should not improperly fetter the exercise of future discretion;
|
| • |
duty to exercise powers fairly as between different sections of shareholders;
|
| • |
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
|
| • |
duty to exercise independent judgment.
|
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge,
skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some
instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way
of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which such officer or director is or
will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has
then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.
Our Amended and Restated Memorandum and Articles of Association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed
by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any
potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors
will materially affect our ability to complete the Partnering Transaction.
Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:
| Individual | Entity | Entity’s Business | Affiliation | |||
|
D.T. Ignacio Jayanti
|
Corsair Capital Partners Group, Ltd.
|
Private Equity
|
Director, Chief Executive Officer
|
|||
|
Corsair Capital Group, Ltd.
|
Private Equity
|
Director, Chief Executive Officer
|
||||
|
Corsair Capital LLC (1)
|
Private Equity
|
Chief Executive Officer
|
||||
|
Corsair Infrastructure Partners Management GP, Ltd.
|
Private Equity
|
Director, President
|
||||
|
Deep Labs
|
Computer AI
|
Director
|
||||
|
First Eagle Investment Management
|
Investment Management
|
Board Member
|
||||
|
Aspen Institute Finance Leaders Fellowship Board of Overseers
|
Nonprofit
|
Board Member
|
|
Individual
|
Entity
|
Entity’s Business |
Affiliation
|
|||
|
Jeremy S. Schein
|
Corsair Capital LLC (1)
|
Private Equity
|
Partner
|
|||
|
TreviPay
|
Financial Services
|
Board Member
|
||||
|
Identity Intelligence Group, LLC
|
Identity Theft Protection & Credit Monitoring Solutions
|
Board Member
|
||||
|
Oakbridge Insurance Services LLC
|
Insurance
|
Board Member
|
||||
|
Spring Venture Group, LLC
|
Insurance
|
Board Member
|
||||
|
Jackson Hewitt Tax Service Inc.
|
Financial Services
|
Board Member
|
||||
|
Atlas US Buyer LLC
|
Financial Services
|
Board Member
|
||||
|
Amore Holdings TopCo GP LLC
|
Financial Services
|
Board Member
|
||||
|
Maripat Alpuche
|
Percapita Group, Inc.
|
Financial Services
|
Managing Director, Strategy and Special Projects
|
|||
|
Daniel J. Eckert
|
Akston Wyatt Holdings, Inc.
|
Financial Services
|
President
|
|||
|
Akston Wyatt One, LLC
|
Financial Services
|
Manager
|
||||
|
Akston Wyatt Advisors, LLC
|
Financial Services
|
Manager
|
||||
|
Atlas US Buyer LLC
|
Financial Services
|
Board Member
|
||||
|
Amore Holdings TopCo GP LLC
|
Financial Services
|
Board Member
|
||||
|
William I. Jacobs
|
REPAY Holdings Corp.
|
Financial Services
|
Board Member
|
|||
|
Green Dot Corporation
|
Financial Services
|
Board Member, Interim CEO
|
| (1) |
Includes certain of its funds and other affiliates
|
There are also other potential conflicts of interest:
| • |
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Partnering
Transaction and their other businesses. We do not intend to have any full-time employees prior to the completion of our Partnering Transaction. Each of our executive officers is engaged in several other business endeavors for which he may
be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
|
| • |
Our Initial Shareholders purchased Founder Shares prior to our Initial Public Offering and purchased Private Placement Warrants in a transaction that closed simultaneously with the closing of our Initial Public Offering. Our Initial
Shareholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they hold in connection with the completion of our
Partnering Transaction. The other members of our management team have entered into agreements similar to the one entered into by our Initial Shareholders with respect to any Public Shares acquired by them in or after our Initial Public
Offering. Additionally, our Initial Shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if we fail to complete our Partnering Transaction within the
prescribed time frame. If we do not complete our Partnering Transaction within the prescribed time frame, the Private Placement Warrants will expire worthless.
|
| • |
Our officers and directors may have a conflict of interest with respect to evaluating a particular Partnering Transaction if the retention or resignation of any such officers and directors was included by a partnering candidate as a
condition to any agreement with respect to our Partnering Transaction.
|
We are not prohibited from pursuing a Partnering Transaction with a partnering candidate that is affiliated with our Sponsor, officers or directors or completing the Partnering Transaction through a joint venture or
other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our Partnering Transaction with a partnering candidate that is affiliated with our Sponsor, executive officers or directors, we, or a
committee of independent directors, would obtain an opinion from an independent investment banking or an independent accounting firm, that such Partnering Transaction is fair to our company from a financial point of view. We are not required to
obtain such an opinion in any other context. Furthermore, in no event will our Sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other
compensation prior to, or for any services they render in order to effectuate, the completion of our Partnering Transaction. Further, commencing on the date our securities are first listed on the NYSE, we may also pay an affiliate of our Sponsor,
for office space, secretarial and administrative services provided to members of our management team up to $15,000 per month.
We cannot assure investors that any of the above mentioned conflicts will be resolved in our favor.
In the event that we submit our Partnering Transaction to our Public Shareholders for a vote, our Initial Shareholders have agreed to vote their Founder Shares and Performance Shares, and they and the other members
of our management team have agreed to vote any Founder Shares they hold and any shares purchased during or after our Initial Public Offering in favor of our Partnering Transaction.
Limitation on Liability and Indemnification of Officers and Directors
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held
by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association provide for
indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We purchased a
policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers
and directors. We also entered into indemnity agreements with them.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they
may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by
us if (i) we have sufficient funds outside of the trust account or (ii) we consummate a Partnering Transaction.
Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the
likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we
pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
| ITEM 11. |
EXECUTIVE COMPENSATION
|
Executive Officer and Director Compensation
None of our executive officers or directors have received any cash compensation for services rendered to us. Since the consummation of our Initial Public Offering and until the earlier of consummation of our
Partnering Transaction and our liquidation, we will pay an affiliate of our Sponsor for office space, secretarial and administrative services provided to members of our management team up to $15,000 per month. In addition, our Sponsor, executive
officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partnering candidates and performing due diligence
on suitable Partnering Transactions. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to a Partnering Transaction
will be made from (i) funds held outside the trust account or (ii) interest earned on the trust account and released to us to pay our taxes. Other than quarterly audit committee review of such reimbursements, we do not expect to have any
additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating a
Partnering Transaction. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or any of their respective
affiliates, prior to completion of our Partnering Transaction.
After the completion of our Partnering Transaction, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully
disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Partnering Transaction. We have not established any limit on the amount
of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed Partnering Transaction, because the directors of the
post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination,
either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our Partnering Transaction, although it is possible that some or all of our
executive officers and directors may negotiate employment or consulting arrangements to remain with us after our Partnering Transaction. The existence or terms of any such employment or consulting arrangements to retain their positions with us
may influence our management’s motivation in identifying or selecting a partnering candidate but we do not believe that the ability of our management to remain with us after the consummation of our Partnering Transaction will be a determining
factor in our decision to proceed with any potential Partnering Transaction. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 15, 2023, by:
| • |
each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;
|
| • |
each of our executive officers and directors; and
|
| • |
all our executive officers and directors, as a group.
|
In the table below, percentage ownership is based on 28,090,000 Class A Ordinary Shares, par value $0.0001, and 1,404,500 Class F Ordinary Shares outstanding as of March 15, 2023. Voting power
represents the combined voting power of Class A Ordinary Shares and Class F Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Class A Ordinary Shares and Class F Ordinary Shares vote together
as a single class. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of March 15, 2023, Class A Ordinary Shares issuable pursuant to the
Forward Purchase Agreement, as such shares will only be issued with the closing of our initial Partnering Transaction, and Class B Ordinary Shares since they convert into Class A Ordinary Shares on the last day of each fiscal year following
consummation of the Partnering Transaction, depending on a number of factors including, but not limited to, the per price share of Class A Ordinary Shares.
|
Class A Ordinary Shares (2)
|
Class F Ordinary Shares (3)
|
|||||||||||||||
|
Name and Address of Beneficial Owner (1)
|
Number of Shares
Beneficially Owned
|
Approximate
Percentage of Class
|
Number of Shares
Beneficially
Owned
|
Approximate
Percentage of Class
|
||||||||||||
|
5% Shareholders:
|
||||||||||||||||
|
Corsair Partnering Sponsor LP (4)
|
―
|
―
|
1,404,500
|
100.0
|
%
|
|||||||||||
|
Aristeia Capital, L.L.C. (5)
|
2,634,118
|
9.4
|
%
|
―
|
―
|
|||||||||||
|
Entities affiliated with Triple8, LLC (6)
|
2,475,000
|
8.8
|
%
|
―
|
―
|
|||||||||||
|
Entities affiliated with Wellington Management Group LLP (7)
|
1,662,726
|
5.9
|
%
|
―
|
―
|
|||||||||||
|
Directors and Officers
|
||||||||||||||||
|
D.T. Ignacio Jayanti (8)
|
―
|
―
|
―
|
―
|
||||||||||||
|
Jeremy S. Schein (8)
|
―
|
―
|
―
|
―
|
||||||||||||
|
Paul Cabral (9)
|
―
|
―
|
―
|
―
|
||||||||||||
|
Maripat Alpuche (8)
|
―
|
―
|
―
|
―
|
||||||||||||
|
Daniel J. Eckert (8)
|
―
|
―
|
―
|
―
|
||||||||||||
|
William I. Jacobs (8)
|
―
|
―
|
―
|
―
|
||||||||||||
|
All officers and directors as a group (6 individuals)
|
―
|
―
|
―
|
―
|
||||||||||||
| (1) |
Unless otherwise noted, the business address of each of the following is 717 Fifth Avenue, 24th Floor, New York, NY 10022.
|
| (2) |
Excludes Class A Ordinary Shares issuable pursuant to the Forward Purchase Agreement, as such shares will only be issued with the closing of our initial Partnering Transaction.
|
| (3) |
Interests shown consist solely of Founder Shares, classified as Class F Ordinary Shares. Founder Shares will automatically convert into Ordinary Shares concurrently with or immediately following the consummation of our Partnering
Transaction on a one-for-one basis, subject to adjustment and the “promote conversion” described herein.
|
| (4) |
Corsair Partnering Sponsor LP, a Cayman Islands limited partnership, is the record holder of these shares. Corsair Capital Partners Group Ltd., an exempted company organized under the laws of the Cayman Islands (“Corsair Capital
Partners”), owns 100% of the equity interest in Corsair Sponsor GP, an exempted general partnership organized under the laws of the Cayman Islands (“Corsair Sponsor GP”). Corsair Sponsor GP is the general partner of Corsair Partnering
Sponsor Aggregator LP, an exempted limited partnership organized under the laws of the Cayman Islands, which owns a 50% equity interest in Corsair Partnering Sponsor LP, an exempted limited partnership organized under the laws of the
Cayman Islands (“Corsair Partnering Sponsor LP”). Corsair Sponsor GP is the general partner of Corsair Partnering Sponsor LP. Corsair Capital Partners is the managing Member of Corsair V Management, L.L.C., a limited liability company
organized under the laws of the Cayman Islands, which is the general partner of Corsair V Management, L.P. an exempted general partnership organized under the laws of the Cayman Islands, which is the general partner of Corsair V Financial
Services Capital Partners, L.P. Corsair V Financial Services Capital Partners L.P. owns a 50% equity interest in Corsair Partnering Sponsor LP. Corsair Capital Partners Group Ltd., Corsair Sponsor GP, Corsair Partnering Aggregator LP,
Corsair Partnering Sponsor LP, Corsair V Management L.L.C., Corsair V Management L.P. and Corsair V Financial Services Capital Partners L.P. are collectively referred to as the “Corsair Entities.” As such, each of the Corsair Entities may
be deemed to have beneficial ownership of the securities held by Corsair Partnering Sponsor LP. The Corsair Entities may be deemed to have shared voting power and dispositive power over the shares. The Corsair Entities are ultimately
governed by an investment committee consisting of twelve individuals, including D.T. Ignacio Jayanti and Jeremy S. Schein, who serve on the board of directors of the Issuer and as executive officers of the Issuer. Under the so-called
“rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the
individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to Corsair Partnering Sponsor LP. Based upon the foregoing analysis, no beneficial owner of Corsair Partnering Sponsor LP exercises
voting or dispositive control over any of the securities held by Corsair Partnering Sponsor LP even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of
such shares and, for the avoidance of doubt, expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly.
|
| (5) |
The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder
with the SEC. Consists of an aggregate of 2,634,118 Class A Ordinary Shares beneficially owned, or that may be deemed to be beneficially owned, by Aristeia
Capital, L.L.C. The address of the principal business office of Aristeia Capital, L.L.C. is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.
|
| (6) |
The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder
with the SEC. Consists of an aggregate of 2,475,000 Class A Ordinary Shares beneficially owned, or that may be deemed to be beneficially owned, by (i) Triple8, LLC (“Triple8”), (ii) Eldridge Industries, LLC (“Eldridge”) and (iii) Todd L. Boehly. Security Benefit Life Insurance Company (“Security Benefit”), a wholly-owned subsidiary of Eldridge,
purchased the reported securities on July 6, 2021 and, effective July 28th, 2021, Security Benefit transferred the reported securities to Triple8 for no consideration. Triple8 is indirectly controlled by Eldridge. Todd L. Boehly is
the indirect controlling member of Eldridge, and in such capacity, may be deemed to have voting and dispositive power with respect to the Shares. Such beneficial ownership is expressly disclaimed by Eldridge and Todd L. Boehly. The address of the principal business office of Mr. Boehly and Eldridge is 600 Steamboat Road, Floor 2, Greenwich, CT 06830. The address of the principal business office of Triple8 is One Security Benefit
Place, Topeka, KS 66636.
|
| (7) |
The information in the table above is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder
with the SEC. Consists of an aggregate of 1,662,726 Class A Ordinary Shares beneficially owned, or that may be deemed to be beneficially owned, by Wellington Management Group LLP (“Management Group”), certain of its affiliates and other
companies as reported by Management Group, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. The address of the Management Group is c/o Wellington Management Company LLP
280 Congress Street, Boston, MA 02210.
|
| (8) |
Does not include any shares indirectly owned by this individual as a result of his or her indirect ownership interest in our Sponsor. On March 15, 2023, the board of directors of the Company appointed
Jeremy S. Schein as Chief Financial Officer of the Company.
|
| (9) |
On March 15, 2023, Mr. Cabral resigned as Chief Financial Officer of the Company. Mr. Cabral’s resignation did not result from a disagreement with the Company or the board of directors.
|
Changes in Control
None.
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
On January 8, 2021, one of our affiliates purchased an aggregate of (a) 2,300,000 Founder Shares in exchange for a capital contribution of $6,250, or approximately $0.0027 per share and (b) 120,000 Performance Shares
for a capital contribution of $18,750, or approximately $0.1563 per share, and on January 21, 2021 (x) exchanged 130,000 Founder Shares on a one for one basis for Performance Shares and (y) surrendered 157,500 Founder Shares. Such Founder Shares
and Performance Shares were assigned to our Sponsor on January 28, 2021. On April 30, 2021, our Sponsor surrendered 575,000 Founder Shares for no consideration, such that as of June 30, 2021, there were 1,437,500 Founder Shares and 250,000
Performance Shares issued and outstanding. On July 15, 2021, the underwriter purchased an additional 3,090,000 Units pursuant to the partial exercise of the over-allotment option. As a result, the Sponsor subsequently forfeited 33,000 Class F
Ordinary Shares on July 15, 2021. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act, and were subsequently transferred to our Sponsor
pursuant to Regulation S under the Securities Act.
Our Sponsor purchased an aggregate of 5,412,000 Private Placement Warrants for an aggregate purchase price of $8,118,000, or $1.50 per private placement warrant. Each private placement warrant includes one-third of
one warrant. Each full private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement
Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our Partnering Transaction.
If any of our officers or directors becomes aware of a Partnering Transaction opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations,
he or she will honor his or her fiduciary or contractual obligations to present such Partnering Transaction opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that
may take priority over their duties to us. We may pursue an affiliated joint acquisition opportunity with one or more affiliates of Corsair Capital and/or one or more investors in Corsair Capital or one of its affiliates, to which an officer or
director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the partnering candidate at the time of our Partnering Transaction, or we could raise additional proceeds to complete the acquisition by issuing to such
entity a class of equity or Equity-Linked Securities.
Pursuant to a Letter Agreement with our Sponsor, we have agreed not to enter into a definitive agreement regarding a Partnering Transaction without the prior written consent of our Sponsor.
Commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company
agreed to pay an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team up to $15,000 per month. Upon completion of our Partnering Transaction or our liquidation, we
will cease paying these monthly fees.
No compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to
or in connection with the completion of a Partnering Transaction. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partnering
candidates and performing due diligence on suitable Partnering Transactions. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.
In addition, in order to finance transaction costs in connection with an intended Partnering Transaction, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated
to, loan us funds as may be required on a non-interest basis. If we complete a Partnering Transaction, we would repay such loaned amounts. In the event that the Partnering Transaction does not close, we may use a portion of the working capital
held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Partnering
Transaction entity at a price of $1.50 per Private Placement Warrants at the option of the lender. The Private Placement Warrants would be identical to the Private Placement Warrants issued to our Sponsor. Except as set forth above, the terms of
such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our Partnering Transaction, we do not expect to seek loans from parties other than our Sponsor or an affiliate of
our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Any of the foregoing payments to an affiliate of our Sponsor, repayments of loans from our Sponsor or repayments of working capital loans prior to our Partnering Transaction will be made using funds held outside the
trust account and may be made from interest earned on the trust account and released to us to pay our taxes.
After our Partnering Transaction, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our
shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender
offer materials or at the time of a shareholder meeting held to consider our Partnering Transaction, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
We have entered into a registration and shareholder rights agreement with respect to the Founder Shares, Private Placement Warrants, and Private Placement Warrants that may be issued upon the conversion of working
capital loans, which is described under the heading “Note 5. Commitments and Contingencies—Registration and Shareholder Rights” in the financial statements included elsewhere in this Current Report on
Form 10-K.
Policy for Approval of Related Party Transactions
The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction”
is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of
the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or
indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any
immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit
committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii)
the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best
interests of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present
to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the
transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is
the related party.
| ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
The following is a summary of fees paid to WithumSmith+Brown, PC for services rendered.
Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial
statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required
filings with the SEC for the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021, and of services rendered in connection with our Initial Public Offering, totaled
approximately $117,685 and $137,763, respectively.
Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our
year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. We did not pay
WithumSmith+Brown, PC any audit-related fees for the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021.
Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We had approximately $4,000 and $0 billed by
WithumSmith+Brown, PC for tax fees for the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021, respectively.
All Other Fees. All other fees consist of fees billed for all other services. We did not pay WithumSmith+Brown, PC any other fees for the year ended December 31, 2022 and
for the period from January 1, 2021 (commencement of operations) through December 31, 2021.
| ITEM 15. |
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
|
|
(a)
|
The following documents are filed as part of this Form 10-K:
|
|
(1)
|
Financial Statements:
|
The financial statements are found in a separate section of this Report starting on pages F-1. See the “Index to Financial Statements” on page F-1.
|
(2)
|
Financial Statement Schedules
|
There are no financial statement schedules filed as part of this Report, since the required information is included in the financial statements, including the notes thereto, included in “Item 8.
Financial Statements and Supplementary Data” or the circumstances requiring inclusion of such schedules are not present.
|
(3)
|
Exhibits
|
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.
|
Exhibit
No.
|
Description
|
|
|
3.1
|
||
|
4.1
|
||
|
4.2
|
||
|
10.1
|
||
|
10.2
|
||
|
10.3
|
||
|
10.4
|
||
|
10.5
|
||
|
10.6
|
||
|
31.1*
|
|
31.2*
|
||
|
32.1**
|
||
|
32.2**
|
||
|
101.INS
|
Inline XBRL Instance Document
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
| * |
Filed herewith.
|
| ** |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
| ITEM 16. |
FORM 10-K SUMMARY
|
Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
March 30, 2023
|
|||
|
CORSAIR PARTNERING CORPORATION
|
|||
|
By:
|
/s/ D.T Ignacio Jayanti | ||
|
Name:
|
D.T Ignacio Jayanti
|
||
|
Title:
|
Chief Executive Officer
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
|
|
/s/ D. T. Ignacio Jayanti
|
Chief Executive Officer and Director
|
March 30, 2023
|
|
D. T. Ignacio Jayanti
|
(Principal Executive Officer)
|
|
|
/s/ Jeremy S. Schein
|
Chief Financial Officer,
President and Director
(Principal Financial and Accounting Officer)
|
March 30, 2023
|
|
Jeremy S. Schein
|
||
|
/s/ Maripat Alpuche
|
Director
|
March 30, 2023
|
|
Maripat Alpuche
|
||
|
/s/ Daniel J. Eckert
|
Director
|
March 30, 2023
|
|
Daniel J. Eckert
|
||
|
/s/ William I. Jacobs
|
Director
|
March 30, 2023
|
|
William I. Jacobs
|
Table of Contents
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm (PCAOB ID Number )
|
F-2
|
| F-3 |
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
|
|
F-7
|
To the Shareholders and the Board of Directors of
Corsair Partnering Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Corsair Partnering Corporation (the “Company”) as of December 31, 2022 and 2021, the related
statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2022 and the period from January 1, 2021 (Commencement of Operations) through December 31, 2021, and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash
flows for the year ended December 31, 2022 and the period from January 1, 2021 (Commencement of Operations) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by July 6, 2023 then the Company will cease all operations except for the purpose of liquidating. The
liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2021.
New York, New York
March 30, 2022
| December 31, | ||||||||
| 2022 | 2021 | |||||||
|
Assets:
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$
|
306,665
|
$ |
881,821 | ||||
|
Prepaid expenses
|
201,875
|
605,633 | ||||||
|
Total current assets
|
508,540
|
1,487,454 | ||||||
|
Investments held in Trust Account
|
285,226,827
|
280,950,832 | ||||||
|
Total Assets
|
$
|
285,735,367
|
$ |
282,438,286 | ||||
|
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
2,213
|
$ |
142,310 | ||||
|
Accrued expenses
|
459,050
|
198,520 | ||||||
|
Due to related party
|
86,000
|
2,581 | ||||||
|
Total current liabilities
|
547,263
|
343,411 | ||||||
|
Derivative warrant liabilities
|
4,875,860
|
14,977,206 | ||||||
|
Deferred underwriting commissions in connection with the initial public offering
|
9,831,500
|
9,831,500 | ||||||
|
Total liabilities
|
15,254,623
|
25,152,117 | ||||||
|
Commitments and Contingencies
|
||||||||
|
Class A ordinary shares subject to possible redemption; $0.0001
par value; 28,090,000 shares at redemption value at approximately $10.15 and $10.00 per share as of December 31, 2022 and 2021,
respectively
|
285,126,827
|
280,900,000 | ||||||
|
Shareholders’ Deficit:
|
||||||||
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none
issued and outstanding as of December 31, 2022 and 2021
|
-
|
- | ||||||
|
Class A ordinary shares, $0.0001 par value; 380,000,000 shares authorized; no
non-redeemable shares issued or outstanding as of December 31, 2022 and 2021
|
-
|
- | ||||||
|
Class B ordinary shares, $0.0001 par value; 1,000,000 shares authorized; 250,000
shares issued and outstanding as of December 31, 2022 and 2021
|
25
|
25 | ||||||
|
Class F ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1,404,500
shares issued and outstanding as of December 31, 2022 and 2021
|
141
|
141 | ||||||
|
Additional paid-in capital
|
-
|
- | ||||||
|
Accumulated deficit
|
(14,646,249
|
)
|
(23,613,997 | ) | ||||
|
Total shareholders’ deficit
|
(14,646,083
|
)
|
(23,613,831 | ) | ||||
|
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
|
$
|
285,735,367
|
$ |
282,438,286 | ||||
The accompanying notes are an integral part of these financial statements.
|
For the Year Ended
December 31, 2022
|
For the Period from
January 1, 2021
(Commencement of Operations)
through December 31, 2021
|
|||||||
|
General and administrative expenses
|
$
|
1,182,766
|
$ |
739,299 | ||||
|
Loss from operations
|
(1,182,766
|
)
|
(739,299 | ) | ||||
|
Other income (expenses):
|
||||||||
|
Change in fair value of derivative warrant liabilities
|
10,101,346
|
(591,013 | ) | |||||
|
Offering costs associated with derivative warrant liabilities
|
-
|
(535,399 | ) | |||||
|
Income from investments held in Trust Account
|
4,275,995
|
50,832 | ||||||
|
Net income (loss)
|
$
|
13,194,575
|
$ |
(1,814,879 | ) | |||
|
Weighted average number of shares outstanding of Class A ordinary shares, basic and diluted
|
28,090,000
|
13,699,452 | ||||||
|
Basic and diluted net income (loss) per share, Class A ordinary shares
|
$
|
0.44
|
$ |
(0.12 | ) | |||
|
Weighted average number of shares outstanding of Class B ordinary shares, basic and diluted
|
250,000
|
245,205 | ||||||
|
Basic and diluted net income (loss) per share, Class B ordinary shares
|
$
|
0.44
|
$ |
(0.12 | ) | |||
|
Weighted average number of shares outstanding of Class F ordinary shares, basic and diluted
|
1,404,500
|
1,297,986 | ||||||
|
Basic and diluted net income (loss) per share, Class F ordinary shares
|
$
|
0.44
|
$ |
(0.12 | ) | |||
The accompanying notes are an integral part of these financial statements.
CORSAIR PARTNERING CORPORATION
For the Year Ended December 31, 2022 and for the Period from January 1, 2021 (Commencement of Operations) Through December
31, 2021
|
Ordinary shares
|
Additional
|
Total
|
||||||||||||||||||||||||||||||||||
|
Class A
|
Class B
|
Class F
|
Paid-In
|
Accumulated
|
Shareholders’
|
|||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||||||||
|
Balance - January 1, 2021
|
-
|
$
|
-
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||||||||||
|
Issuance of Class B ordinary shares to Sponsor
|
-
|
-
|
250,000
|
25
|
-
|
-
|
18,725
|
-
|
18,750
|
|||||||||||||||||||||||||||
|
Issuance of Class F ordinary shares to Sponsor
|
-
|
-
|
-
|
-
|
1,437,500
|
144
|
6,106
|
-
|
6,250
|
|||||||||||||||||||||||||||
|
Excess of cash received over fair value of private placement warrants
|
-
|
-
|
-
|
-
|
-
|
-
|
2,814,240
|
-
|
2,814,240
|
|||||||||||||||||||||||||||
|
Forfeiture of Class F ordinary shares
|
-
|
-
|
-
|
-
|
(33,000
|
)
|
(3
|
)
|
3
|
-
|
-
|
|||||||||||||||||||||||||
|
Accretion of Class A ordinary shares subject to possible redemption amount
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,839,074
|
)
|
(21,799,118
|
)
|
(24,638,192
|
)
|
||||||||||||||||||||||||
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,814,879
|
)
|
(1,814,879
|
)
|
|||||||||||||||||||||||||
|
Balance - December 31, 2021
|
-
|
|
-
|
250,000
|
|
25
|
1,404,500
|
|
141
|
|
-
|
|
(23,613,997
|
)
|
|
(23,613,831
|
)
|
|||||||||||||||||||
|
Increase in redemption value of Class A ordinary shares subject to possible redemption
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,226,827
|
)
|
(4,226,827
|
)
|
|||||||||||||||||||||||||
|
Net income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
13,194,575
|
13,194,575
|
|||||||||||||||||||||||||||
|
Balance - December 31, 2022
|
-
|
$
|
-
|
250,000
|
$
|
25
|
1,404,500
|
$
|
141
|
$
|
-
|
$
|
(14,646,249
|
)
|
$
|
(14,646,083
|
)
|
|||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
|
For the Year Ended
December 31, 2022
|
For the Period from
January 1, 2021
(Commencement of
Operations) through
December 31, 2021
|
|||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net income (loss)
|
$
|
13,194,575
|
$ |
(1,814,879 | ) | |||
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
|
General and administrative expenses paid by related party in exchange for issuance of Class B and Class F ordinary shares
|
-
|
25,000 | ||||||
|
Offering costs associated with derivative warrant liabilities
|
-
|
535,399 | ||||||
|
Income on investments from Trust Account
|
(4,275,995 | ) | (50,832 | ) | ||||
|
Due to related party
|
83,419
|
2,581 | ||||||
|
Change in fair value of derivative warrant liabilities
|
(10,101,346
|
)
|
591,013 | |||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Prepaid expenses
|
403,758
|
(605,633 | ) | |||||
|
Accounts payable
|
(140,097
|
)
|
142,310 | |||||
|
Accrued expenses
|
345,530
|
113,520 | ||||||
|
Net cash used in operating activities
|
(490,156
|
)
|
(1,061,521 | ) | ||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Cash deposited in Trust Account
|
-
|
(280,900,000 | ) | |||||
|
Net cash used in investing activities
|
-
|
(280,900,000 | ) | |||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Loan proceeds received from related party
|
-
|
981,047 | ||||||
|
Repayment of loan to related party
|
-
|
(981,047 | ) | |||||
|
Proceeds received from initial public offering, gross
|
-
|
280,900,000 | ||||||
|
Proceeds received from private placement
|
-
|
8,118,000 | ||||||
|
Offering costs paid
|
(85,000
|
)
|
(6,174,658 | ) | ||||
|
Net cash provided by (used in) financing activities
|
(85,000
|
)
|
282,843,342 | |||||
|
Net change in cash
|
(575,156
|
)
|
881,821 | |||||
|
Cash - beginning of the year
|
881,821
|
- | ||||||
|
Cash - end of the year
|
$
|
306,665
|
$ | 881,821 | ||||
|
Supplemental disclosure of noncash financing activities:
|
||||||||
|
Offering costs included in accrued expenses
|
$
|
-
|
$ |
85,000 | ||||
|
Offering cost paid by related party under promissory note
|
$
|
-
|
$ | 9,831,500 | ||||
The accompanying notes are an integral part of these financial statements.
NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS
Incorporation
Corsair Partnering Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on December 29, 2020 and commenced
operations on January 1, 2021.
Sponsor
The Company’s Sponsor is Corsair Partnering Sponsor LP, a Cayman Islands limited partnership (the “Sponsor”). On January 8, 2021, an affiliate of
the Company temporarily subscribed for (a) 2,300,000 Founder Shares (as defined in Note 4) in exchange for a capital contribution of
$6,250, or approximately $0.0027
per share and (b) 120,000 Class B Performance Shares (as defined in Note 4) for a capital contribution of $18,750, or approximately $0.1563 per
share and on January 21, 2021 (x) exchanged 130,000 Founder Shares on a one for one basis for Performance Shares and (y) surrendered 157,500
Founder Shares. Such Founder Shares and Performance Shares were assigned to the Sponsor on January 28, 2021. On April 30, 2021, the Sponsor surrendered 575,000 Founder Shares for no consideration, such that there were 1,437,500 Founder Shares and 250,000
Performance Shares issued and outstanding (with up to 187,500 Founder Shares subject to forfeiture depending on the extent to which
the Underwriters’ Over-Allotment Option was exercised). On July 15, 2021 the underwriter purchased an additional 3,090,000 Units
pursuant to the partial exercise of the over-allotment option. As a result, the Sponsor subsequently forfeited 33,000 Class F
ordinary shares on July 15, 2021 and there are 1,404,500 Class F ordinary shares outstanding as of December 31, 2022 and 2021.
All shares and associated amounts have been retroactively restated to reflect the share exchange and the share surrenders.
Business Purpose
The Company was formed for the purpose of identifying a company to partner with, in order to effectuate a merger, share exchange, asset
acquisition, share purchase, reorganization or similar partnering transaction with one or more businesses (the “Partnering Transaction”). The Company may pursue a Partnering Transaction in any business or industry but expect to focus on a
business where the Company believes its strong network, operational background, and aligned economic structure will provide the Company with a competitive advantage. The Company has not generated revenue to date.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering (the
“Initial Public Offering”) as described below, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward completing a Partnering Transaction. Furthermore, there is no assurance that
the Company will be able to successfully complete a Partnering Transaction.
Financing
The registration statement for the Company’s Initial Public Offering was declared effective on June 30, 2021. On July 6, 2021, the Company
consummated its Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in
the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.4 million, of which approximately $8.8 million and approximately $481,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. On July 15,
2021, the underwriters purchased an additional 3,090,000 Units (the “Option Units”) pursuant to the partial exercise of the
over-allotment option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the
Company of $30.9 million. The Company incurred additional offering cost of approximately $1.7 million in connection with the over-allotment, of which approximately $1.1
million was for deferred underwriting commissions and approximately $55,000 was offering costs allocated to derivative warrant
liabilities.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million. In connection with the exercise of the over-allotment option on July 15, 2021, the Sponsor purchased an additional 412,000 Private Placement Warrants at a purchase price of $1.50
per Private Placement Warrant, generating additional gross proceeds to the Company of $618,000 (see Note 4).
Trust Account
Upon the closing of the Initial Public Offering and the Private Placement, $280.9 million ($10.00 per Unit, and including $30,900,000 in connection with the underwriters’ partial exercise of the over-allotment option) of the net proceeds of the sale of the Units in the
Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”), located in the United States and will be invested only in United States “government securities” within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act which invest only direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Partnering Transaction and (ii) the distribution of the Trust Account as described below.
The Company must complete a Partnering Transaction with one or more partner candidate businesses having an aggregate fair market value of at least 80% of
the net assets held in the Trust Account (excluding the taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Partnering Transaction. However, the Company will only complete a Partnering
Transaction if the post-transaction company owns or acquires 50% or more of the voting securities of the partner candidate or
otherwise acquires a controlling interest in the partner candidate sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”)
provides that, other than the withdrawal of interest earned on the funds that may be released to the Company for withdrawals to pay taxes including income and franchise taxes and to withdraw up to $100,000 in dissolution expenses in the event the Company does not complete the Partnering Transaction within the Partnering Period (as defined below), none of the funds held
in the Trust Account will be released until the earlier of: (i) the completion of the Partnering Transaction; (ii) the redemption of any of the Public Shares by its holders (the “Public Shareholders”) properly tendering Public Shares in
connection with a shareholder vote to amend certain provisions of the Company’s Amended and Restated Memorandum and Articles of Association prior to a Partnering Transaction or (iii) the redemption of 100% of the Public Shares if the Company does not complete a Partnering Transaction within the Partnering Period (defined below).
The Company, after signing a definitive agreement for a Partnering Transaction, will either (i) seek shareholder approval of the Partnering
Transaction at a meeting called for such purpose in connection with which Public Shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Partnering Transaction or do not vote at all, for cash equal
to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of business days prior to the
consummation of the initial Partnering Transaction, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide the Public Shareholders with the opportunity to sell
their shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes. As a result, such ordinary shares subject to possible redemption were recorded at redemption amount and classified as temporary equity, in accordance with FASB, ASC 480, “Distinguishing Liabilities from
Equity.” The amount in the Trust Account was initially at $10.00 per Public Share. The decision as to whether the Company will seek
shareholder approval of the Partnering Transaction or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the
transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval. If the Company seeks shareholder approval, it will complete its Partnering Transaction only if a majority of the outstanding
ordinary shares voted are voted in favor of the Partnering Transaction. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of the Company’s initial Partnering Transaction. In such case, the Company would not proceed with the redemption of its
Public Shares and the related Partnering Transaction, and instead may search for an alternate Partnering Transaction.
The Company will only have 24
months (or 27 months if the Company has executed a letter of intent, agreement in principle or definitive agreement for the Partnering
Transaction within 24 months) from the closing of the Initial Public Offering to complete its initial Partnering Transaction (the
“Partnering Period”). If the Company does not complete a Partnering Transaction within this period of time (and shareholders do not approve an amendment to the Amended and Restated Memorandum and Articles of Association to extend this date), it
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, of $10.00, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to
provide for claims of creditors and in all cases subject to the other requirements of applicable law.
The holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Shareholders”) entered into a Letter Agreement
with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined in Note 4) and Public Shares they hold in connection with the completion of the Partnering Transaction, (ii)
waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to modify
the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a
Partnering Transaction within the Partnering Period or with respect to any other material provisions relating to shareholders’ rights or pre-Partnering Transaction activity and (iii) waive their rights to liquidating distributions from the
Trust Account with respect to any Founder Shares they hold if the Company fails to complete the Partnering Transaction within 24
months of the Partnering Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Partnering Transaction within the Partnering
Period).
Pursuant to the Letter Agreement, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for
services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Partnering Transaction agreement, reduce the
amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to
reductions in the value of the Trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the
Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities
Act (as defined below).
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as
modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the
new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to
opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and /or search for a partner candidate company, the specific impact is not readily determinable as of the date of these audited financial statements. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of
this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of
the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
Going Concern and Capital Resources
As of December 31, 2022, the Company had approximately $307,000 in its operating bank account and working capital deficit of approximately $39,000.
The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from related parties to cover certain expenses on the Company’s behalf in exchange for issuance of Founder Shares and Performance Shares (as
defined in Note 4), a loan from the Sponsor under the Note (as defined in Note 4) of approximately $231,000, and an advance from the
Sponsor of $750,000 to be used in case the over-allotment option was exercised in full by the underwriters. The Company repaid the
Note balance of approximately $231,000 on July 6, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s
liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a
Partnering Transaction, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of December 31, 2022 and
2021, there were no amounts outstanding under any Working Capital Loan.
However, in connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40,
“Presentation of Financial Statements-Going Concern,” management has determined that working capital needs, mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.
The Company intends to complete its initial business combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any business combination by July 6, 2023 (or October 6,
2023, as applicable). No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 6, 2023. The financial statements do not include any adjustment that might be
necessary if the Company is unable to continue as a going concern.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The
Company had no cash equivalents held as of December 31, 2022 and 2021.
Investments Held in Trust Account
The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in
Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust
Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting
period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in
the Trust Account are determined using available market information.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 and investments held in the Trust Account. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and
management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and
Disclosures,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature (see Note 9).
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
|
•
|
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
|
•
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or
quoted prices for identical or similar instruments in markets that are not active; and
|
|
•
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation
techniques in which one or more significant inputs or significant value drivers are unobservable.
|
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those
instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly
related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs
associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying
value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering including exercise of over-allotment option. The Company classifies deferred underwriting commissions as non-current
liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of
its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging”
(“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the
Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in
connection with the Initial Public Offering were estimated using a Monte-Carlo simulation model. The fair value of the Public Warrants as of December 31, 2022 and 2021 is based on observable listed prices for such warrants. The fair value of the
Private Placement Warrants as of December 31, 2022 is determined using the fair value of the Public Warrants, as the Black-Scholes model used historically did not produce a meaningful result. The fair value of the Private Placement Warrants as of
December 31, 2021 is determined using a Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results
could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480
“Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class
A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At
all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of
uncertain future events. Accordingly, as of December 31, 2022 and 2021, 28,090,000 Class A ordinary shares subject to possible
redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.
Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying
value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial
Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and
accumulated deficit. Subsequently, we recognize changes in the redemption value as increases in redemption value of Class A ordinary share subject to possible redemption as reflected on the statements of changes in shareholders’ deficit.
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has three classes of
shares, which are referred to as Class A ordinary shares, Class B ordinary shares, and Class F ordinary shares. Income and losses are shared pro rata between the three classes of shares. This presentation assumes a business combination as the
most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period.
The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 14,775,333 Class A ordinary shares in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share for the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The following table reflects a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for
each class of ordinary share:
For the Year Ended December 31, 2022
|
For the Period from January 1, 2021
(Commencement of Operations) through
December 31, 2021 |
|||||||||||||||||||||||
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Class A
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Class B
|
Class F
|
Class A
|
Class B
|
Class F
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|||||||||||||||||||
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Basic and diluted net income (loss) per ordinary share:
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||||||||||||||||||||||||
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Numerator:
|
||||||||||||||||||||||||
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Allocation of net income (loss)
|
$
|
12,460,644
|
$
|
110,899
|
$
|
623,032
|
$ |
(1,631,138 | ) | $ | (29,196 | ) | $ | (154,546 | ) | |||||||||
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Denominator:
|
||||||||||||||||||||||||
|
Basic and diluted weighted average ordinary shares outstanding
|
28,090,000
|
250,000
|
1,404,500
|
13,699,452 | 245,205 | 1,297,986 | ||||||||||||||||||
|
Basic and diluted net income (loss) per ordinary share
|
$
|
0.44
|
$
|
0.44
|
$
|
0.44
|
$ | (0.12 | ) | $ | (0.12 | ) | $ | (0.12 | ) | |||||||||
Income Taxes
FASB ASC Topic 740 “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management
determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no
amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.
Recent Accounting Pronouncements
In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC
820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at
fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim
periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on
the financial statements.
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
On July 6, 2021, the Company consummated its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $14.4 million, of which approximately $8.8 million and approximately $481,000 was for deferred underwriting commissions and offering costs allocated to derivate warrant liabilities, respectively. Of the 25,000,000 Units sold in the Initial Public Offering, 1,000,000
Units with respect to which no underwriting discount is payable were purchased by certain parties. On July 15, 2021, the underwriters purchased an additional 3,090,000 Units pursuant to the partial exercise of the over-allotment option. The over-allotment units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30.9
million. The Company incurred additional offering cost of approximately $1.7 million in connection with the over-allotment, of which
approximately $1.1 million was for deferred underwriting commissions.
Each Unit consists of one Class A
ordinary share, and of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to
purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
NOTE 4. RELATED PARTY TRANSACTIONS
Founder Shares and Performance Shares
On January 8, 2021, an affiliate of the Company paid for certain expenses on behalf of the Company (a) of $6,250 in exchange for 2,300,000
Class F ordinary shares (the “Founder Shares”), and (b) of $18,750 in exchange for 120,000 Class B ordinary shares (the “Performance Shares”). On January 21, 2021, such affiliate surrendered 157,500 Class F ordinary shares and exchanged 130,000 Class
F ordinary shares for a corresponding number of Class B ordinary shares by way of repurchase of each Class F ordinary share at par and applying such repurchase consideration for the payment of the Class B ordinary shares. Such Founder Shares
and Performance Shares were assigned to the Sponsor on January 28, 2021. On April 30, 2021 the Sponsor surrendered 575,000 Founder
Shares for no consideration. Of the 1,437,500
Founder Shares then outstanding, up to 187,500 of the Founder Shares were subject to forfeiture depending on the extent to which the
underwriters’ over-allotment is exercised. The Founder Shares are entitled to (together with the Performance Shares) a number of votes representing 20%
of the Company’s outstanding ordinary share capital prior to the completion of the Partnering Transaction. On July 15, 2021, the underwriters purchased an additional 3,090,000 Units pursuant to the partial exercise of the over-allotment option. As a result, the Sponsor subsequently forfeited 33,000 Class F ordinary shares such that there are 1,404,500
Class F ordinary shares outstanding as of the date hereof.
The Initial Shareholders agreed not to transfer, assign or sell (i) any of its Performance Shares except to any permitted transferees which will
be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares, and (ii) any of its Class A ordinary shares deliverable upon conversion of the Performance Shares for 2 years following the completion of the Partnering Transaction. In connection with this arrangement, the Sponsor will also agree not to transfer,
assign or sell any of its Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Partnering
Transaction and (ii) the date on which the Company completes a liquidation, merger, share capital exchange or other similar transaction after the Partnering Transaction that results in all of the Company’s shareholders having the right to
exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and
other agreements of the Initial Shareholders with respect to any Founder Shares.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering on July 6, 2021, the Company consummated the Private Placement of 5,000,000 Private Placement Warrants at a price of $1.50
per Private Placement Warrant to the Sponsor, generating proceeds of $7.5 million. In connection with the exercise of the
over-allotment option on July 15, 2021, the Sponsor purchased an additional 412,000 Private Placement Warrants at a purchase price
of $1.50 per Private Placement Warrant, generating additional gross proceeds to the Company of $618,000.
Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the
Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Partnering Transaction within the Partnering Period, the Private Placement Warrants will expire
worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to
limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of
the initial Partnering Transaction.
Related Party Loans
On January 8, 2021, an affiliate of the Sponsor agreed to loan the Company up to an aggregate of $300,000 pursuant to an unsecured promissory note (the “Note”). This loan was payable without interest upon the completion of the Initial Public Offering. As of June 30,
2021, the Company borrowed approximately $231,000 under the Note and repaid the Note in full on July 6, 2021. Subsequent to the
repayment, the facility is no longer available to the Company.
In addition, on July 1, 2021, the Company received an advance from the Sponsor of $750,000 to be used in case the over-allotment option was exercised in full by the underwriters. On July 15, 2021, in connection with the exercise of the over-allotment
option, the Sponsor purchased an additional 412,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant generating proceeds of $618,000 and the remaining advance of $132,000 was returned to the Sponsor.
In order to finance transaction costs in connection with a Partnering Transaction, the Sponsor or an affiliate of the Sponsor, or certain of the
Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Partnering Transaction, the Company will repay the Working Capital Loans out of the
proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Partnering Transaction does not close, the Company may use a
portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Partnering Transaction, without interest, or, at the lender’s
discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Partnering Transaction
entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022
and 2021, the Company had no borrowings under the Working Capital Loans.
Administrative Services Agreement
On June 30, 2021, the Company entered into an agreement with the Sponsor providing that, commencing on the date that the Company’s securities
were first listed on the NYSE through the earlier of consummation of the Partnering Transaction and the Company’s liquidation, the Company may agree to pay an affiliate of the Sponsor for office space, secretarial and administrative services
provided to members of the Company’s management team $15,000 per month. For the year ended December 31, 2022 and for the period from
January 1, 2021 (commencement of operations) through December 31, 2021, $180,000 and $90,000, respectively, have been incurred. The Company had $90,000
accrued as of December 31, 2022 and 2021, respectively, which is included in the due to related party on the accompanying balance sheets.
In addition, the Sponsor, its executive officers and directors, and any of their respective affiliates will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on the Company’s behalf such as identifying potential partnering candidates and performing due diligence on suitable Partnering Transactions. The Company’s audit committee will review on a
quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company or their affiliates. As of December 31, 2022, the Company had approximately $4,000 in receivables from the Sponsor due to overpayment of an expense. As of December 31, 2021, the Company had approximately $3,000 in due to related party for such expense reimbursement.
NOTE 5. COMMITMENTS AND
CONTINGENCIES
Forward Purchase Agreement
On June 30, 2021, we entered into a Forward Purchase Agreement with an affiliate, Corsair V Financial Services Capital Partners, L.P., pursuant to which such investor
committed to purchase in the aggregate, up to 10,000,000 units, with each unit consisting of one Class A ordinary share and
of one warrant to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a purchase price of $10.00 per
unit, in private placements to occur concurrently, and only in connection with, the closing of our initial Partnering Transaction. The obligations of the investor under the Forward Purchase Agreement will not depend on whether any Class A
Ordinary Shares are redeemed by our Public Shareholders. The obligations of such investor to purchase the Forward Purchase Securities are subject to the approval, prior to our entering into a definitive agreement for our initial Partnering
Transaction, of its investment committee and the Forward Purchase Agreement contains customary closing conditions. The Forward Purchase Agreement is not a firm commitment by either party to the agreement. The
proceeds from the sale of Forward Purchase Securities, if any, may be used as part of the consideration to the sellers in the initial Partnering Transaction, expenses in connection with the initial Partnering Transaction or for working
capital in the post-transaction company.
Registration and Shareholder Rights
The holders of the Founder Shares, Performance Shares, Forward Purchase Securities, Private Placement Warrants and private placement warrants that
may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, and private placement warrants may be issued upon conversion of Working Capital Loans and upon
conversion of the Founder Shares and the Performance Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering, requiring the Company to register such
securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that
the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Partnering Transaction. The Company will bear the
expenses incurred in connection with the filing of any such registration statements.
Pursuant to the Forward Purchase Agreement, the Company expects to agree to use its reasonable best efforts (i) to file within 30 days after the closing of the initial Partnering Transaction a registration statement with the SEC for a secondary offering of the Forward Purchase
Shares and the Forward Purchase Warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than 60 days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the Forward Purchasers or its
assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration
statement is declared effective, cause the Company to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the Forward Purchase Agreement provides for certain “piggy-back” registration rights to the holders
of Forward Purchase Securities to include their securities in other registration statements filed by the Company.
Underwriting Agreement
The Company granted the underwriters a 45-day
option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to
cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On July 15, 2021, the underwriters purchased an additional 3,090,000 Option Units pursuant to the partial exercise of the over-allotment option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,900,000.
Except for the 1,000,000 Units
purchased by certain parties in the Initial Public Offering, the underwriters were entitled to an underwriting discount of $0.20 per
unit, or $5.4 million in the aggregate, paid upon the closing of the Initial Public Offering and exercise of the over-allotment
option.
In addition, $0.35 per unit, or
approximately $9.8 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred
fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Partnering Transaction, subject to the terms of the underwriting agreement.
NOTE 6. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to
the occurrence of future events. The Company is authorized to issue 380,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 28,090,000
Class A ordinary shares outstanding subject to possible redemption.
The Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled on the following table:
|
Gross proceeds
|
$
|
280,900,000
|
||
|
Less:
|
||||
|
Fair value of Public Warrants at issuance
|
(9,082,433
|
)
|
||
|
Offering costs allocated to Class A ordinary shares subject to possible redemption
|
(15,555,759
|
)
|
||
|
Plus:
|
||||
|
Accretion on Class A ordinary shares subject to possible redemption amount
|
24,638,192
|
|||
|
Class A ordinary shares subject to possible redemption at December 31, 2021
|
280,900,000
|
|||
| Increase in redemption value of Class A ordinary shares subject to possible redemption |
4,226,827 | |||
| Class A ordinary shares subject to possible redemption at December 31, 2022 |
$ | 285,126,827 |
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares-The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001
per share. As of December 31, 2022 and 2021, there are no preference shares issued or outstanding.
Class A Ordinary Shares-The Company is
authorized to issue 380,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 28,090,000
Class A ordinary shares issued and outstanding, which were all subject to possible redemption and have been classified as temporary equity (see Note 6).
Class F Ordinary Shares-The Company is authorized to issue 50,000,000 Class F ordinary shares with a par value of $0.0001
per share. As of December 31, 2022 and 2021, the Company had 1,404,500 Class F ordinary shares issued and outstanding, which
amounts have been adjusted to reflect the share exchange and share surrenders as discussed in Note 4.
The Class F ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation
of the Partnering Transaction on a one-for-one basis, subject to adjustment, for share splits, share dividends, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Partnering Transaction, the
number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 5%
of the total number of as-converted Class A ordinary shares outstanding after such conversion (including the Forward Purchase Securities), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon
conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Partnering Transaction; provided
that such conversion of Founder Shares into Class A ordinary shares will never occur on a less than one-for-one basis.
For so long as any Class F ordinary shares remain outstanding, the Company may not, without the prior vote or written consent of the holders of a
majority of the Class F ordinary shares then outstanding, voting separately as a single class, amend, alter or repeal any provision of the Company’s Amended and Restated Memorandum and Articles of Association, whether by merger, consolidation
or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class F ordinary shares. Any action required or permitted to be taken at
any meeting of the holders of Class F ordinary shares may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the
outstanding Class F ordinary shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Class F ordinary shares were present and voted.
Class B Ordinary Shares-The Company is authorized to issue 1,000,000 Class B ordinary shares with a par value of $0.0001
per share. As of December 31, 2022 and 2021, there were 250,000 Class B ordinary shares and issued and outstanding, which
amounts have been adjusted to reflect the share exchange as discussed in Note 4.
On the last day of each fiscal year following the completion of a Partnering Transaction (and, with respect to any year in which the Company has
a change of control or in which the Company liquidates, dissolves or winds up, on the business day immediately prior to such event instead of on the last day of such fiscal year), 25,000 Class B ordinary shares will automatically convert into Class A ordinary shares (“conversion shares”), as follows:
|
•
|
If the price per share of Class A ordinary shares has not exceeded $10.00
for 20 out of 30
consecutive trading days at any time following completion of the Partnering Transaction, the number of conversion shares for any fiscal year will be 2,500 Class A ordinary shares.
|
|
•
|
If the price per share of Class A ordinary shares exceeded $10.00 for 20 out of any 30 consecutive
trading days at any time following completion of the Partnering Transaction, then the number of conversion shares for any fiscal year will be the greater of:
|
|
o
|
20% of the increase in the price of one Class A share, year-over-year but
in respect of the increase above the relevant “price threshold” (as defined below), multiplied by the number of Class A ordinary shares outstanding at the close of the Partnering Transaction, excluding those Class A ordinary shares
received by the Sponsor through the Class F ordinary shares, divided by the annual volume weighted average price of Class A ordinary shares for such fiscal year (the “annual VWAP”) and
|
|
o
|
2,500 Class A ordinary shares.
|
|
•
|
The increase in the price of Class A ordinary shares will be based on the annual VWAP for the relevant fiscal year, it being understood that with respect to the 10th fiscal year
following the Partnering Transaction the conversion calculation for the remaining 25,000 Performance Shares, the calculation
described in the immediately preceding bullet will be based on the greater of (i) the annual VWAP for such fiscal year and (ii) the volume-weighted average price of Class A ordinary shares over the last 20 trading days for such fiscal year.
|
For purposes of the foregoing calculations, the “price threshold” will initially equal $10.00 for the first fiscal year following completion of the Partnering Transaction and will thereafter be adjusted at the beginning of each subsequent fiscal year to be equal to the
greater of (i) the annual VWAP for the immediately preceding fiscal year and (ii) the price threshold for the preceding fiscal year.
For so long as any Class B ordinary shares remain outstanding, including prior to the Partnering Transaction, in connection with the Partnering
Transaction, or following the Partnering Transaction, the Company may not, without the prior vote or written consent of the holders of a majority of the Performance Shares then outstanding, voting separately as a single class, (A) amend, alter
or repeal any provision in the Company’s Amended and Restated Memorandum and Articles of Association, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or
relative, participating, optional or other or special rights of the Class B ordinary shares, (B) change the Company’s fiscal year, (C) increase the number of directors on the board, (D) pay any dividends or effect any split on any of the
Company’s capital stock, (E) adopt any shareholder rights plan, (F) acquire any entity or business with assets at a purchase price greater than 10%
or more of the Company’s total assets or (G) issue any Class A ordinary shares in excess of 20% of the Company’s then outstanding
Class A ordinary shares or that would otherwise require a shareholder vote pursuant to the rules of the stock exchange on which the Class A ordinary shares are then listed.
NOTE 8. WARRANTS
In connection with the Initial Public Offering and over-allotment, 9,363,333 Public Warrants and 5,412,000 Private Placement Warrants
were issued as of December 31, 2022 and 2021.
No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. Each whole warrant entitles the registered holder to purchase one
share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment, as discussed below, at any time commencing 30 days after the completion of a Partnering Transaction; provided in each case that the Company has an effective registration statement under the
Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the
circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Company has agreed that as soon as
practicable, but in no event later than fifteen (15) business days after the closing of the Partnering Transaction, the Company will
use its commercially reasonable efforts to file with the SEC a registration statement, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to
cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If
a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th)
business day after the closing of the Partnering Transaction, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do
so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so
elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants will expire five years
after the completion of the Partnering Transaction, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with
the Partnering Transaction, including the Forward Purchase Shares, at an issue price or effective issue price of less than $9.20 per
share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any
shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Partnering Transaction on the date of the consummation of the Partnering Transaction (net of
redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period
starting on the trading day after the day on which the Company consummates the Partnering Transaction (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 110% of the higher of the Market
Value and the $15.00 redemption price trigger described below will be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A ordinary shares
issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the
completion of a Partnering Transaction, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement
Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
The Company may also redeem the Public Warrants, in whole and not in part, at a price of $0.01 per warrant:
|
•
|
at any time while the warrants are exercisable,
|
| • | upon a minimum of 30 days’ prior written notice of redemption, |
|
•
|
if, and only if, the last sales price of the Class A ordinary shares equals or exceeds $15.00
per share for any 20 trading days within a 30 trading day period (the “30-day trading period”) ending business days before the Company sends the notice of redemption, and
|
|
•
|
if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants commencing business days prior to the 30-day
trading period and continuing each day thereafter until the date of redemption.
|
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public
Warrants to do so on a “cashless basis,” as described in the warrant agreement.
In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Partnering Transaction within the
Partnering Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
NOTE 9. FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis
as of December 31, 2022 and 2021, by level within the fair value hierarchy:
December 31, 2022
|
Description
|
Quoted Prices
in Active
Markets
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Significant Other
Unobservable
Inputs
(Level 3)
|
|||||||||
|
Assets:
|
||||||||||||
|
Investments held in Trust Account - U.S. Treasury Securities(1)
|
$
|
285,226,827
|
$
|
-
|
$
|
-
|
||||||
|
Liabilities:
|
||||||||||||
|
Derivative warrant liabilities - Public warrants
|
$
|
3,089,900
|
$
|
-
|
$
|
-
|
||||||
|
Derivative warrant liabilities - Private placement warrants
|
$
|
-
|
$
|
1,785,960
|
$
|
-
|
||||||
(1) Includes $1,209 of cash balance held within the Trust Account
December 31, 2021
|
Description
|
Quoted Prices
in Active
Markets
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Significant Other
Unobservable
Inputs
(Level 3)
|
|||||||||
|
Assets:
|
||||||||||||
|
Investments held in Trust Account - U.S. Treasury Securities(2)
|
$ | 280,950,832 |
$
|
-
|
$
|
-
|
||||||
|
Liabilities:
|
||||||||||||
|
Derivative warrant liabilities - Public warrants
|
$
|
9,456,966
|
$
|
-
|
$
|
-
|
||||||
|
Derivative warrant liabilities - Private placement warrants
|
$
|
-
|
$
|
-
|
$
|
5,520,240
|
||||||
(2) Includes $1,209 of cash balance held within the Trust Account
Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was
transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in August 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 fair value
measurement to a Level 2 fair value measurement in December 2022, as the Black-Scholes model used historically did not produce a meaningful result, the Company determined that the fair value of each Private Placement Warrant is equivalent to that
of each Public Warrant. There were no other transfers between Levels for the period from January 1, 2021 (commencement of
operations) through December 31, 2022.
Level 1 assets and liabilities include investments in U.S. government securities and derivative warrant liabilities (Public Warrants),
respectively. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
For periods where no observable traded price is available, the fair value of the Public Warrants has been estimated using a Monte Carlo simulation
and of the Private Placement Warrants has been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable
listed price for such warrants. For the year ended December 31, 2022 and for the period from January 1, 2021 (commencement of operations) through December 31, 2021, the Company recognized a gain/(loss) on the statements of operations resulting
from a decrease/(increase) in the fair value of liabilities of approximately $10.1 million and $(591,013), respectively, presented as change in fair value of derivative warrant liabilities on the accompanying statements of operations.
The estimated fair value of the Public and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was
determined using Level 3 inputs. Inherent in a Monte Carlo simulation and a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company
estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer companies ordinary shares that match the expected remaining life of the warrants. The risk-free
interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining
contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 fair value measurements input at their measurement date:
|
December 31, 2021
|
||||
|
Exercise price
|
$
|
11.50
|
||
|
Stock price
|
$
|
9.76
|
||
|
Volatility
|
15.2
|
%
|
||
|
Term (years)
|
5.5
|
|||
|
Risk-free rate
|
1.30
|
%
|
||
|
Dividend yield
|
0.0
|
%
|
||
The change in the fair value of the derivative liabilities, measured using Level 3 inputs, for the year ended December 31, 2022 and for the period
from January 1, 2021 (commencement of operations) through December 31, 2021, is summarized as follows:
|
Derivative warrant liabilities at December 31, 2021
|
$ |
5,520,240
|
||
|
Change in fair value of derivative warrant liabilities
|
(5,060,220
|
)
|
||
|
Transfer of Private Placement Warrants to Level 2
|
(460,020
|
)
|
||
|
Derivative warrant liabilities at December 31, 2022
|
$
|
-
|
|
Derivative warrant liabilities at January 1, 2021
|
$
|
-
|
||
|
Issuance of Public and Private Warrants
|
14,386,193
|
|||
|
Transfer of Public Warrants to Level 1
|
(9,082,433
|
)
|
||
|
Change in fair value of derivative warrant liabilities
|
216,480
|
|||
|
Derivative warrant liabilities at December 31, 2021
|
$
|
5,520,240
|
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. The Company did not
identify any subsequent events that would have required adjustment or disclosure in the financial statements.
F-22