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Donnelley Financial ADG selar0dcNone

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As filed with the United States Securities and Exchange Commission on November [ ], 2021, under the Securities Act of 1933, as amended.Registration No. 333-253732

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO.2 TOFORM S-1

REGISTRATION STATEMENTUNDER

THE SECURITIES ACT OF 1933

Target Global Acquisition I Corp.(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands 6770 N/A(State or Other Jurisdiction ofIncorporation or Organization)

(Primary Standard IndustrialClassification Code Number)

(I.R.S. EmployerIdentification Number)

PO Box 1093, Boundary HallCricket Square, Grand Cayman

KY1-1102, Cayman IslandsTel: +1 345 814 5772

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Cogency Global Inc.122 East 42nd Street, 18th Floor

New York New York 10168Tel: +1 212 947 7200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:Leo Borchardt

Davis Polk & Wardwell London LLP5 Aldermanbury Square

London EC2V 7HRUnited Kingdom

Tel: +44 20 7418 1300

Deanna L. KirkpatrickDavis Polk Wardwell LLP

450 Lexington AvenueNew York, New York 10017

United StatesTel: +1 212 450 4000

Gregg A. NoelSkadden, Arps, Slate,Meagher & Flom LLP

525 University Avenue, Suite 1400Palo Alto, California 94301

United StatesTel: + 1 650 470 4500

Pranav L. TrivediSkadden, Arps, Slate, Meagher &

Flom LLP40 Bank Street

London E14 5DSUnited Kingdom

Tel: +44 207 519 7206

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,

check the following box. ‘If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the

Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ‘If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ‘Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act.Large accelerated filer ‘ Accelerated filer ‘Non-accelerated filer È Smaller reporting company È

Emerging growth company ÈIf 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 7(a)(2)(B) of the Securities Act. ‘

CALCULATION OF REGISTRATION FEE

Title Of Each ClassOf Securities To Be Registered

Amount BeingRegistered

ProposedMaximum

Offering Priceper Security(1)

ProposedMaximumAggregate

Offering Price(1)Amount Of

Registration FeeUnits, each consisting of one Class A ordinary share, $0.0001 par

value, and one-third of one redeemable warrant(2) . . . . . . . . . . . . . . . . 23,000,000 units $10.00 $23,000,000 $21,321(5)

Class A ordinary shares included as part of the units(3) . . . . . . . . . . . . . . 23,000,000 shares — — — (4)

Redeemable warrants included as part of the units(3) . . . . . . . . . . . . . . . . 7,666,666 warrants — — — (4)

Class A ordinary shares issuable upon exercise of redeemable warrantsincluded as part of the units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,666,666 shares $11.50 $88,166,667 8,173.05(6)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $318,166,667 $29,494.05

(1) Estimated solely for the purpose of calculating the registration fee.(2) Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,000,000 redeemable warrants, which may be issued upon exercise of a 45-day

option granted to the underwriter to cover over-allotments, if any.(3) Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be offered or issued

to prevent dilution resulting from share subdivisions, stock dividends, or similar transactions.(4) No fee pursuant to Rule 457(g) under the Securities Act.(5) Previously paid.(6) Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) ofthe Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a), may determine.

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SUBJECT TO COMPLETION, DATED NOVEMBER [ ], 2021PRELIMINARY PROSPECTUS

Target Global Acquisition I Corp.$200,000,000

20,000,000 UnitsTarget Global Acquisition I Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of

effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or morebusinesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and wehave not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Wewill not be limited to a particular industry or geographic region in our identification and acquisition of a target company.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary shareand one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of$11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriter has a 45-day option from the date of thisprospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon thecompletion of our initial business combination, subject to the limitations as described herein. If we have not consummated an initial businesscombination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period oftime to consummate a business combination, subject to our sponsor depositing additional funds in the trust account, as described in moredetail in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as describedherein. Our public stockholders will not be afforded an opportunity to vote on our extension of time to consummate an initial businesscombination described above or redeem their shares in connection with such extension.

Our sponsor, Target Global Sponsor Ltd., has committed to purchase an aggregate of 6,666,667 warrants (or 7,466,667 warrants if theunderwriter’s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at aprice of $1.50 per warrant, or $10,000,000 in the aggregate (or $11,200,000 if the underwriter’s over-allotment option is exercised in full), ina private placement that will close simultaneously with the closing of this offering.

Our initial shareholders currently own 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture for noconsideration after closing of this offering depending on the extent to which the underwriter’s over-allotment option is exercised. The Class Bordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the optionof the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will beentitled to vote on the appointment of directors.

We have entered into two forward purchase agreements with an affiliate of our sponsor (the “FPA Purchaser”), pursuant to which theFPA Purchaser agreed to purchase (1) an aggregate of 2,500,000 Class A ordinary shares for $10.00 per share (the “firm forward purchaseshares”), or an aggregate amount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 Class A ordinary shares for$10.00 per share (the “additional forward purchase shares”), or an aggregate maximum amount of up to $25,000,000, in each case in aprivate placement that may close simultaneously with the closing of our initial business combination.

Currently, there is no public market for our securities. We intend to apply to have our units listed on The Nasdaq Capital Market, or theNasdaq under the symbol “TGAAU” We expect that the Class A ordinary shares and warrants comprising the units will begin separate tradingon the Nasdaq under the symbols “TGAA” and “TGAAW,” respectively, on the 52nd day following the date of this prospectus unless theunderwriter permits earlier separate trading and we have satisfied certain conditions.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject toreduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page [40] for a discussion ofinformation that should be considered in connection with an investment in our securities. Investors will not be entitled to protectionsnormally afforded to investors in Rule 419 blank check offerings.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Unit Total

Public offering price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00 $200,000,000Underwriting discounts and commissions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.55 $ 11,000,000Proceeds, before expenses, to us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.45 $189,000,000

(1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriter’s over-allotment option isexercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the UnitedStates as described herein and released to the underwriter only upon the consummation of an initial business combination. See also“Underwriting” for a description of compensation payable to the underwriter.Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $204,000,000

or $234,600,000 if the underwriter’s over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a U.S.based trust account at with Continental Stock Transfer & Trust Company acting as trustee.

The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchaserson or about , 2021.

Book-Running ManagerUBS Investment Bank

The date of this prospectus is , 2021

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We are responsible for the information contained in this prospectus. We have not authorized anyoneto provide you with different information, and neither we nor the underwriter take any responsibility forany other information others may give to you. We are not, and the underwriter is not, making an offer tosell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that theinformation contained in this prospectus is accurate as of any date other than the date on the front of thisprospectus.

TABLE OF CONTENTS

Page

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Summary Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Cautionary Note Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . 88Proposed Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182Where You Can Find Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Until , 2021, all dealers that effect transactions in these securities, whether or not participatingin this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation todeliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

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SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus. Youshould read this entire prospectus carefully, including the information under “Risk Factors” and our financialstatements and the related notes included elsewhere in this prospectus, before investing.

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

• “amended and restated memorandum and articles of association” are to the amended and restatedmemorandum and articles of association that the company will adopt prior to the consummation of thisoffering;

• “Board” or “Board of Directors” or “board” are to the board of directors of the company (including ourdirectors nominees who will become directors in connection with the consummation of this offering);

• “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may beamended from time to time;

• “UBS Investment Bank” are to UBS Securities LLC, the underwriter in this offering;

• “forward purchase agreements” are to the two forward purchase agreements that provide for the sale ofthe forward purchase shares to an affiliate of our sponsor in a private placement that may closesimultaneously with the closing of our initial business combination;

• “forward purchase shares” are to the shares of our Class A ordinary shares to be issued pursuant to theforward purchase agreements;

• “founder shares” are to our Class B ordinary shares initially issued to an affiliate of our sponsor andsubsequently transferred to our sponsor prior to this offering and the Class A ordinary shares that willbe issued upon the automatic conversion of the Class B ordinary shares at the time of our initialbusiness combination or earlier at the option of the holders thereof (for the avoidance of doubt, suchClass A ordinary shares will not be “public shares”);

• “management” or our “management team” are to our executive officers and directors (including ourdirector nominees that will become directors in connection with the consummation of this offering);

• “TG” are to Target Global, an affiliate of our sponsor;

• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

• “private placement warrants” are to the warrants to be issued to our sponsor in a private placementsimultaneously with the closing of this offering and upon conversion of working capital loans, if any,which private placement warrants, working capital warrants and extension warrants are identical to thewarrants sold in this offering, subject to certain limited exceptions as described in this prospectus;

• “public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether theyare purchased in this offering or thereafter in the open market);

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

• “sponsor” are to Target Global Sponsor Ltd., a Cayman Islands company limited by shares; and

• “we,” “us,” “our,” “company”, “our company” or “TGAIC” are to Target Global Acquisition I Corp., aCayman Islands exempted company.

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Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for noconsideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary sharesdescribed in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and anissuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in thisprospectus will take effect as share capitalizations as a matter of Cayman Islands law.

Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will notexercise its over-allotment option.

General

We are a newly organized blank check company incorporated on February 2, 2021 as a Cayman Islandsexempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses or entities, which we refer tothroughout this prospectus as our initial business combination. To date, our efforts have been limited toorganizational activities as well as activities related to this offering. We have not selected any specific businesscombination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directlyor indirectly, with any business combination target.

Our sponsor is an affiliate of Target Global (“TG”), a top-tier pan-European venture capital firmheadquartered in Berlin, Germany, with over €1 billion in assets under management as of end of December,2020. TG manages funds focused on fast-growing tech-enabled companies within the consumer internet, mobilityand financial technology (“FinTech”) sectors. We believe Target Global Acquisition I Corp.’s (“TGAIC”)founders’ extensive experience and strong track record in various executive, operational and investing functionsacross European (including the U.K.) and Israeli technology ecosystems, combined with their widespreadnetworks strongly positions us as an attractive partner for prospective candidates for our initial businesscombination.

In addition, we believe our ability to complete our initial business combination will be enhanced by ourhaving entered into two forward purchase agreements with an affiliate of our sponsor (the “FPA Purchaser”),pursuant to which the FPA Purchaser agreed to purchase (1) an aggregate of 2,500,000 forward purchase sharesfor $10.00 per share (the “firm forward purchase shares”), or an aggregate amount of $25,000,000 and (2) inaddition, an aggregate of up to 2,500,000 forward purchase shares for $10.00 per share (the “additional forwardpurchase shares”), or an aggregate maximum amount of up to $25,000,000, in each case in a private placementthat may close simultaneously with the closing of our initial business combination.

Our Sponsor and Competitive Advantages

Since its inception in 2012, TG has built up a strong track record and reputation in identifying and nurturingnext-generation technology leaders. Our founders’ investments include many European and Israeli unicorns andleading disruptors that were valued at over $1 billion, such as Delivery Hero, Lyft, Auto1, Wefox, Cazoo, Bird,Rapyd and REEF Technology. Focused on trillion-euro offline industries, TG invests in technology-drivencompanies that have massive disruption potential and an ability to create durable value. In nine years ofpartnership, our founders have executed 15 exits, out of which four were via initial public offerings (“IPOs”).Our founders have invested in over 80 companies across the consumer internet, mobility and FinTech sectors,participating in investment rounds across multiple stages and alongside notable investors, as demonstrated below:

• Auto1 (ETR: AG1): A leading European marketplace for buying and selling used cars. Auto1 hasmore than 60,000 professional partners across more than 30 countries today. TGAIC’s CEO, ShmuelChafets, represented TG sat on the Auto1 Board, supporting Auto1 over several funding rounds andmaintaining strong relationships with the founding team. Auto1 raised over $2 billion from investorsincluding TG, such as SoftBank, Vision Fund and Piton Capital, prior to its recent IPO in February

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2021, when Auto1 raised approximately $2 billion at an IPO post-money valuation of over $9 billion.

• Delivery Hero (ETR: DHER): A leading global online food-ordering service operating in 49countries with more than 500,000 restaurants around the globe. TG was an early investor in DeliveryHero since its investment round in January 2014, where TG invested in the company alongside InsightPartners, Rocket Internet and General Atlantic. In approximately 6 years as a private company,Delivery Hero raised approximately $2 billion, and went public in June 2017 in what was the largesttechnology IPO in Germany in 2017 with a valuation of over $4 billion. Delivery Hero was valued atover $27 billion as of February 24, 2021.

• Docplanner: An online healthcare platform and Software-as-a-Service (“SaaS”) vendor enablingpatients to find local physicians online and to book appointments. A market leader in 11 markets acrossEurope and Latin America, with over 2 million active doctors and 4 million unique patients visitingtheir websites each month, Docplanner is one of the most impressive private European softwarecompanies. TG invested in its Series C in June 2016 and is represented on Docplanner’s board ofdirectors. Docplanner raised approximately $144 million to date since its inception in 2012 from anumber of other investors than TG such as One Peak Partners, Piton Capital, Enern and Goldman SachsGrowth Equity.

• McMakler: Combining traditional real estate brokerage and modern technology, McMakler is a tech-enabled broker streamlining the manual, time-consuming process in residential property sales, allowingit to serve its markets in an efficient and effective digital-first manner. With over 400 on-site brokersand 350,000 potential buyers, McMakler is one of the leading hybrid real-estate players in Germany.Since its inception in 2015, McMakler has raised approximately $164 million from investors includingBalderton Capital Warburg Pincus and TG. Shmuel Chafets is a member of McMakler’s Board.

• Rapyd: A leading PayTech enabling pay-ins and pay-outs via cash, e-wallets or local cards in over100 countries for large enterprise customers. TG led Rapyd’s Series A financing round in June 2018and invested in each subsequent financing round. TG is represented on Rapyd’s board of directors andis one of its largest financial shareholders. Rapyd raised approximately $480 million since its inception,most recently raising Series D financing of approximately $300 million in December 2020, which ourfounders have participated in, alongside Coatue Management.

• Wefox: A digital marketplace for the insurance industry. It serves consumers, brokers and insurancecompanies and allows for management of insurance and financial products, as well as back-officeprocedures. Wefox has gained significant traction in a short period of time, making it one of the fastest-growing insurance technology (“InsurTech”) start-ups in Germany. Yaron Valler, our Chief InvestmentOfficer, has been a member of the board of directors of Wefox since TG co-led the company’s Series Afinancing round in September 2016. In approximately six years of operations, Wefox raised around$399 million and counts Omers Ventures, Mubadala Capital and Salesforce Ventures as some of itsinvestors.

• Zego: A pay-as-you-go auto insurance platform for multiple types of vehicles and fleets, enablingflexibility that saves time and money for drivers and riders. Zego has demonstrated extraordinarygrowth combined with strong execution, and has, to date insured more than 200,000 vehicles. InDecember 2020, Zego also became the first U.K. InsurTech company to be granted a Europeanbrokerage license, enabling further European expansion. TG has invested in Zego as part of its Series Bfinancing round in June 2019, joining a strong and supportive investor base with insurance expertiseand significant financial resources to support its high growth including Balderton Capital and TaavetHinrikus of TransferWise. TG has been represented on the board of Zego since June 2019.

TGAIC was formed to leverage the extensive experience and track record of our founders with the goal ofan initial business combination that can deliver significant returns to our investors. Our founders have extensive

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investment and operational experience in identifying and accompanying disruptive innovators in our sectors offocus, from an early development stage all the way through to accessing the public markets. Our founders’industry-specific network of more than 50 investment and operational experts as well as advisory networks ofmore than 100 LPs and supporters across various locations in Europe, the U.S., Israel and Asia, give us a strongcompetitive advantage for sourcing leading business combination candidates within the European and Israelitechnology ecosystems.

We provide instrumental support to entrepreneurs in building market leaders, which is why innovatorschoose to partner with us. Our founders have cultivated meaningful relationships with entrepreneurs across theEuropean and Israeli technology ecosystems by proving to be valuable partners in strategic development,international expansion and public market preparedness. Our vast operational experience as well as our broadentrepreneurial networks demonstrate our ability not only to access and identify business combination candidatesthat are top of their class but also to drive growth and establish best-in-class public practices and operations.

Past performance in the above case studies is not necessarily an indication of future results. See “RiskFactors—Past performance by our management team or their respective affiliates may not be indicative of futureperformance of an investment in us.”

Our Management Team and Board of Directors

Our management team is led by Shmuel Chafets, our Chief Executive Officer, and Dr. Gerhard Cromme,Chairman and non-independent director of the Board. Additionally, the management team includes Yaron Valler,our Chief Investment Officer, and Heiko Dimmerling, our Chief Financial Officer and non-independent directorof the Board. Our independent, non-executive Board members are Lars Hinrichs, Sigal Regev Rosenberg andMichael Abbott.

Our independent directors have extensive experience in founding, and taking leading companies public,across a wide variety of sectors. All of our independent directors have led or been a part of leadership teams incompanies that have achieved considerable global scale and have generated significant value for investors. Ourleadership team and senior advisors consists of seasoned industry experts with broad-ranging experience.Collectively, our Board of directors and senior advisors have experience across various positions as founders,executives, Board members and investors of large public corporates, leading innovators and financial institutionsincluding Siemens, Deutsche Telekom, Columbia Care, Meuhedet Health Services, Cinco Capital, ElysiumCapital, PICO Venture Partners and Vroom., amongst many others.

In addition to the management team, our sponsor’s team consists of 30 investment experts who hold deepdomain knowledge across various technology sectors including mobility, FinTech, SaaS, and marketplaces. Oursponsor’s investment team has wide-ranging experience across corporate development, M&A and capitalmarkets within both the public and private markets at large corporates and financial institutions.

Management team

Shmuel Chafets

Mr. Chafets is currently the General Partner and Vice Chairman of TG where he leads investments fromseed to scale-up stages across various sectors ripe for digital disruption. Based in Tel Aviv, Israel, he is our ChiefExecutive Officer. While at TG, Mr. Chafets has made multiple notable investments, including Auto1 (ETR:AG1), where he also sat on the Board and which recently went public at an IPO post-money valuation of over$9 billion on February 4, 2021. Other investments made by Mr. Chafets include McMakler, TravelPerk, Freshaand ZooZ (sold to PayUMoney). Prior to joining TG, Mr. Chafets was a partner at Berlin-based Hasso Plattner

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Ventures (HPV) where he invested in companies such as iZettle (sold to PayPal (NAS: PYPL)) and Hansoft andserved as a Board member of DreamLines and reBuy. Before that, Mr. Chafets was a partner at Giza VentureCapital in Tel Aviv where he invested in companies such as Soluto (sold to Asurion), Visual.ly (sold toScribbleLive) and other early-stage internet ventures. Together with Giza Venture Capital, Mr. Chafets foundedGPV, a pioneering Warsaw-based venture capital fund where Mr. Chafets led various Internet and Softwareinvestments. Mr. Chafets co-founded SAM Seamless Network, a cyber-security technology company in 2016,and serves as its Vice-Chairman. Additionally, Mr. Chafets also co-founded LocaLoco (sold to Say MediaGroup), a social gaming start-up targeting emerging markets. Mr. Chafets started his career as a strategicconsultant to GCS Issue Management Limited and to several members of the Israeli parliament and government.

Yaron Valler

Yaron Valler serves as the Managing General Partner at TG, and as our Chief Investment Officer. Prior tojoining TG, Mr. Valler managed Hasso Plattner Ventures (HPV) as CEO. While at HPV, Mr. Valler invested incompanies such as Panaya (sold to Infosys), Fyber (sold to RNTS Media), Delivery Hero (ETR: DHER, whichwent public in 2017 at a valuation of over $4 billion) and many other leading companies in Berlin and Israel.Mr. Valler previously led the enterprise software practice at Giza Venture Capital where he invested incompanies such as Yadata (sold to Microsoft) and eGlue (sold to NICE Systems), he was an early-stage investorat the Technion Incubator and was a co-founder and Vice-President of Business Development at ExcedoTechnologies. Mr. Valler holds an MBA from INSEAD in France and a B.Sc. in Information SystemsEngineering from Ben-Gurion University in Israel.

Heiko Dimmerling

Heiko Dimmerling is currently CEO of Alina, a company he co-founded together with TG, and ChiefFinancial Officer at TG, and serves as our Chief Financial Officer and non-independent director of the Board.Before joining TG, Mr. Dimmerling was Chief Operating Officer at HQ Capital, where he was responsible forthe global operations in private equity, real-estate and direct investments with over $12 billion in assets undermanagement. Prior to that, he was a Partner at the Private Equity Fund Triton for more than 16 years sponsoringseveral funds totaling approximately €9 billion of investor capital. As an active angel and venture capital investorin a number of start-ups across several segments, Mr. Dimmerling experienced the support gap for hardwarestart-ups first hand and to address the gap, he co-founded BatchOne. Mr. Dimmerling started his career at ArthurAndersen supporting venture capital and private equity international strategic investors in M&A transactions andcorporate finance. Mr. Dimmerling holds a B.A. in Business Administration from the University of AppliedSciences, Fulda.

Board of Directors

Dr. Gerhard Cromme

Dr. Cromme currently serves as Chairman of TG and as the Chairman of our Board of Directors. Alongsidehis office as Chairman of the board at TG, Dr. Cromme is currently the chairman of the supervisory board of TGportfolio company Auto1 (ETR: AG1), chairman of the advisory board of Aroundtown (ETR: AT1), one of thelargest listed commercial real-estate companies in Europe as well as a member of the supervisory boards ateClear AG and Highview Enterprises Ltd. Previously, Dr. Cromme was chairman of the supervisory board ofSiemens (ETR: SIE) and co-chairman of the supervisory boards at Thyssen Krupp (ETR: TKA) and ODDOBHF-Group, as well as a member of the supervisory boards of numerous corporates in Germany and France, suchas Axel Springer, E.ON. (ETR: EOAN), Ruhrgas, Volkswagen (ETR: VOW3), BNP Paribas (EPA: BNP) andSaint Gobain (LON: COD). Dr. Cromme holds degrees in law from the University of Münster and the Universityof Lausanne, and in economics from the University Sorbonne in Paris and Harvard University (PMD) as well as aDoctor of Law from the University of Münster.

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Sigal Regev Rosenberg

Ms. Rosenberg is as an independent non-executive member of our Board of Directors. Based in Tel Aviv,Israel, she has over 14 years of experience in the health services industry in Israel. Ms. Rosenberg is currently theCEO of Meuhedet Health Services, Israel’s third-largest health maintenance organization (HMO) servingapproximately 1.3 million people. Prior to her role as CEO of Meuhedet Health Services, Ms. Rosenberg was itsChief Financial Officer for 5 years, responsible for an approximately $2 billion budget. Before that, she workedat Clalit Health Services for over 11 years, holding various positions including Vice President of InnovationPlanning and Research. Ms. Rosenberg holds a M.A. degree in Social Sciences and Economics and a B.A. degreein Economics, Mathematics and Computer Science from Ben-Gurion University of the Negev.

Lars Hinrichs

Mr. Hinrichs is as an independent non-executive member of our Board of Directors. Based in Hamburg,Germany, he is an entrepreneur and investor, having launched one of his first ventures at the age of 22, politik-digital.de, an award-winning platform for politics and new media. Furthermore, Mr. Hinrichs founded XING in2003 (ETR: NOW), a career-oriented social networking site, which he took public in 2006. In 2010, Mr. Hinrichsfounded HackFwd, an innovative pre-seed investment company that supported Europe’s entrepreneurs inlaunching tech start-ups and included investments in YieldKit, Watchlater, Cobook and Infogr.am, amongstothers. Mr. Hinrichs is currently the founder and CEO of Cinco Capital, an independent investment company,and has been a member of the supervisory board at Deutsche Telekom AG (ETR: DTE) since October 2013 andhas served as the chairman of the supervisory board of xbAV AG since 2016. Mr. Hinrichs studied at HarvardKennedy School of Government and Yale Jackson Institute for Global Affairs.

Michael Abbott

Mr. Abbott is as an independent non-executive member of our Board of Directors. He is the founder andexecutive chairman of Columbia Care (NEO: CCHW), one of the largest pharmaceutical manufacturer ofcannabis-related medicines in the United States of America and Europe, of which TG is a shareholder.Mr. Abbott has over 30 years of experience in banking and finance. In 2002, Mr. Abbott founded ElysiumCapital, a foreign exchange trading hedge fund, and in 2006 he was appointed as CEO of Robeco Sage, a billion-dollar fund of hedge funds. He started his financial career at Swiss Bank Corp. and later worked at GoldmanSachs where he eventually led its Structured Product Trading and Origination Group. Mr. Abbott holds aBachelor of Laws degree from King’s College London.

Senior Advisors

Elie Wurtman

Mr. Wurtman is the co-founder and Partner at PICO Venture Partners, an early-stage venture capital fundheadquartered in Jerusalem. He brings two decades of experience as an entrepreneur, executive, and investor whohas played an active role in several high-profile start-ups including Vroom (NASDAQ: VRM) and Spot.io(acquired by NetApp), amongst others. Prior to PICO, Mr. Wurtman was a General Partner at Benchmark Capitaland worked for 3 years with Jerusalem Venture Partners. Furthermore, he launched his first company in 1993 andtook several companies from founding to IPO (including Deltathree and Vroom). Mr. Wurtman holds a Bachelorof Arts degree in Political Science and Government from Columbia University and a Bachelor of Arts degree inTalmudic Studies from the Jewish Theological Seminary of America.

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Andrin Bachmann

Mr. Bachmann is an experienced entrepreneur and investor in the technology, media andtelecommunications space. Earlier in his career, Mr. Bachmann co-founded Glocalnet AB, a Swedishtelecommunications company, and worked as a partner at MC Partners, a Boston-based private equity firm. In2010, Mr. Bachmann co-founded Piton Capital, a venture capital firm in London focused on investing inbusinesses with network effects. Mr. Bachmann currently holds various Board positions with companies such asAuto1 (ETR: AG1), ManoMano, Docplanner and Booksy. Mr. Bachmann holds a Master of Science degree inComputer Science from ETH Zurich.

Industry Opportunity

The European and Israeli technology ecosystems continue to experience substantial growth. Over the pastdecade, Europe has produced over 50 technology unicorns, and Israeli technology companies have attracted morethan $65 billion of investment. In 2020 alone, European technology unicorns attracted approximately $42 billionof investment and there were around 15 new Israeli-founded technology unicorns. We believe Europe andIsrael’s ecosystems present massive opportunities, yet the capital invested in the region is still underweightrelative to its share of the global gross domestic product (“GDP”). For instance, while Europe accounts foraround one-quarter of global GDP, its share of global technology investment was below 15% in 2020. Israel alsorepresents a sizeable opportunity, with increasing investments in Israeli high-tech companies, growing year-over-year by approximately 30% in 2020. As a European and Israeli-focused investment firm in fast-growing butunder-represented ecosystems, TGAIC is strongly placed to capitalize on these structural tailwinds and invest inemerging and disruptive companies looking for partners to take them to the next phase of growth.

Capital invested in Europe and European unicorns

Cum

ulative number of unicorns

60

45

30

15

0

Capital invested in Europe (in $b)Cumulative no of unicorns in Europe

20202019201820172016201520142013201220112010

42.1

35.3

27.4

18.112.111.0

6.74.33.33.01.7

Source: PitchBook Data, Inc.; TG’s data search on Pitchbook.

Capital invested by relative weight of global GDP and population

24% 26%33%

17%13%

54%

28%

5%9%

5%

50%

37%

Share in global GDP Share in global capital invested (2020) Share of global population

Europe United States Asia RoW

Source: Dealroom, Atomico (The State of European Tech 2020).

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Within the technology landscape, we intend to focus on massive technology-driven sectors where innovatorshave an opportunity to become leading disruptors. There are a number of key themes that drive our choice ofsectors and these include:

• The transition of traditional industries to digital models and distribution through the internet

• Ongoing migration of users to online platforms as their first destination for products and services

• The growth of data being generated by users of online platforms and the use of that data by machinelearning and artificial intelligence to create better and more efficient outcomes

• The growing market for financial innovation made possible by technology

We have chosen sectors that benefit from our key themes as follows:

• Consumer Internet: we define consumer internet as an industry comprised of consumers, producersand service providers who leverage the internet as a means to buy or sell products and services toend-consumers. The industry has grown significantly as consumers shift from offline to online (oromni-channel), a trend driven by the proliferation of mobile devices and further accelerated by therecent Covid-19 pandemic. As consumers shift online, they also demand better experiences andservices from companies. We believe that technology innovators that capitalize on these trends providevalue-driven offerings that are poised to disrupt legacy operators.

• Mobility: we define the sector as one in which companies develop solutions to improve the ease andefficiency of movement. This includes businesses that leverage technology and operate along thedisruptive dimensions of mobility: autonomous driving, connectivity, electrification and sharedmobility. The businesses who operate in this industry have caused massive disruption to establishedlegacy industries, with consumers increasingly using their tech-enabled services to guide their mobilityand travel needs.

• FinTech: we define FinTech as the combination of traditional financial services and technology.Businesses in this sector leverage technology to build solutions that facilitate the effective creation,distribution and efficiency of financial products and services. The sector has benefited from increasingdigitisation across the financial services industry, accelerated by the recent pandemic, as companiesadopt digital solutions in response to regulatory pressures, to drive efficiency, and to remaincompetitive.

Business Strategy

Our business strategy is focused on identifying European and Israeli technology companies that wouldbenefit from our expertise and create long-term value. We believe that our breadth of experience in these sectorswill bolster our ability to thoroughly evaluate prospective candidates and successfully complete our initialbusiness combination.

While we may pursue an initial business combination opportunity in any industry or geographical location,at the time of this prospectus, we intend to focus on the consumer internet, mobility and FinTech sectors asbroadly defined under our Industry Opportunity section. Moreover, we plan to pursue an initial businesscombination with a company headquartered or with key operations in Europe (including the U.K.) and Israel.TGAIC’s leadership team believes that the current competitive landscape, industry dynamics, consumer demandand increasingly favorable regulatory frameworks in these geographies have and will continue to cultivate adynamic ecosystem of consumer internet, mobility and FinTech companies. These markets have now developedto a point where many companies in these sectors have significant scale and have begun to seek public marketaccess, making a business combination a compelling opportunity.

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We believe that TGAIC is strongly positioned as a European and Israeli partner with regional presence,supported by TG’s extensive on-the-ground network, and an advisory network of LPs, founders, and investorcontacts. Our reputation in the European and Israeli technology ecosystems is demonstrated by our long-standingtrack record of sourcing targets, making investments, supporting our entrepreneurs in building the next marketleaders and creating value to our investors. Our value proposition is based on our founders’ proven approach ofextensive networks within the European and Israeli technology ecosystems, profound expertise across our targetsectors and vast operational experience.

Target Identifying Strategy

Our target identification strategy involves seeking a high value creation opportunity within the consumerinternet, mobility or FinTech sectors and unlocking the embedded value of the target through propercapitalization of the merged company and focused development of its product candidates. We believe ourmanagement team, alongside our investment team with deep industry expertise and our expansive network,ensure that we are well positioned to identify unique opportunities across the breadth and depth of our personalnetworks and industry experience. Our selection process will leverage the relationships of our management teamwith industry captains, key opinion leaders, respected peers, investment bankers and other industry participants.We also believe that TG’s reputation, experience and track record of making investments and building successfulcompanies in these sectors amongst others, along with our TGAIC structure, will make us a preferred partner formany of these targets.

Elements of our screening process include:

• Identifying opportunities and prospective combination candidates through existing relationships acrossindustry and academia.

• Uncovering off-the-radar assets across Europe and Israel, leveraging deep knowledge and provenexpertise of the investment base.

• Leveraging our TGAIC management team and entrepreneurial network to assist companies with high-potential assets and help unlock intrinsic value through refinement of business plan, portfolioprioritization, and the design and execution of their long-term growth strategy.

• Focusing on those companies that can be positioned to efficiently achieve scale and capture value inemerging, disruptive sectors.

We believe that the track record and ability of our management team to support company growth is a significantcompetitive advantage, which we intend to leverage in order to assess and identify exciting prospectivecandidates to drive value together post business combination.

Acquisition Strategy

We intend to focus on Europe and Israel with our deep vertical knowledge and proven expertise in consumerinternet, mobility and FinTech. We are strongly positioned to address the under-served European ecosystem. Wewill leverage TG’s extensive on-the-ground and industry-specific advisory network comprising of over 100 LPsand more than 50 operational experts to provide us with access to top-tier candidates. This ensures that, throughour broad pipeline, we have a compelling advantage in sourcing upcoming unicorns and emerging disruptors.

Furthermore, given TG’s status as a leading technology-focused investment firm, we expect additionalcandidates to be brought to our attention through a number of independent sources including, but not limited to,founders and other investors across the European, U.K. and Israeli tech landscape.

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We believe our prospective candidates will benefit from TG’s management team’s expertise, which we aimto leverage to strengthen and scale the target following the initial business combination.

We intend to seek to acquire a business that we believe has the following characteristics:

• Distinctive team: An exceptional management team comprised of serial entrepreneurs;

• Leadership position: A key emerging player in one of our target sectors of consumer internet,mobility and FinTech;

• Competitive advantage: A defensible business model with sustainable competitive differentiation;

• Platform for future M&A: Long-term potential for value creation through M&A or partnerships; and

• Attractive financial profile: Outstanding growth metrics and a clear pathway to generatingsignificant, long-term cash flow.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initialbusiness combination may be based, to the extent relevant, on these general criteria as well as otherconsiderations, factors, criteria and guidelines that our TGAIC management may deem relevant. Ultimately, weintend to leverage the operational experience and disciplined investment approach of our TGAIC team to identifyopportunities to unlock value.

Initial Business Combination

So long as our securities are then listed on the Nasdaq our initial business combination must occur with oneor more target businesses that together have an aggregate fair market value of at least 80% of the net assets heldin the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earnedon the trust account) at the time of signing a definitive agreement in connection with our initial businesscombination. If our Board of Directors is not able to independently determine the fair market value of the targetbusiness or businesses, we will obtain an opinion from an independent investment banking firm that is a memberof the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firmwith respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able tomake an independent determination of the fair market value of a target business or businesses, it may be unableto do so if the board is less familiar or experienced with the target company’s business, there is a significantamount of uncertainty as to the value of the company’s assets or prospects, including if such company is at anearly stage of development, operations or growth, or if the anticipated transaction involves a complex financialanalysis or other specialized skills and the board determines that outside expertise would be helpful or necessaryin conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of thetarget business meets the 80% of net assets threshold, unless such opinion includes material informationregarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies ofsuch opinion would be distributed to our shareholders. However, if required under applicable law, any proxystatement that we deliver to shareholders and file with the SEC in connection with a proposed transaction willinclude such opinion.

We anticipate structuring our initial business combination so that the post-business combination company inwhich our public shareholders own shares will own or acquire 100% of the equity interests or assets of the targetbusiness or businesses. We may, however, structure our initial business combination such that the post-businesscombination company owns or acquires less than 100% of such interests or assets of the target business in orderto meet certain objectives of the target management team or shareholders or for other reasons, but we will onlycomplete such business combination if the post-business combination company owns or acquires 50% or more ofthe outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

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for it not to be required to register as an investment company under the Investment Company Act of 1940, asamended, or the Investment Company Act. Even if the post-business combination company owns or acquires50% or more of the voting securities of the target, our shareholders prior to the business combination maycollectively own a minority interest in the post-business combination company, depending on valuations ascribedto the target and us in the business combination. For example, we could pursue a transaction in which we issue asubstantial number of new shares in exchange for all of the outstanding capital stock, shares or other equityinterests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a resultof the issuance of a substantial number of new shares, our shareholders immediately prior to our initial businesscombination could own less than a majority of our outstanding shares subsequent to our initial businesscombination. If less than 100% of the equity interests or assets of a target business or businesses are owned oracquired by the post-business combination company, the portion of such business or businesses that is owned oracquired is what will be valued for purposes of the 80% of net assets test. If the business combination involvesmore than one target business, the 80% of net assets test will be based on the aggregate value of all of the targetbusinesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial businesscombination without the prior consent of our sponsor. If our securities are not then listed on the Nasdaq forwhatever reason, we would no longer be required to meet the foregoing 80% of net asset test.

To the extent we effect our initial business combination with a company or business that may be financiallyunstable or in its early stages of development or growth, we may be affected by numerous risks inherent in suchcompany or business. Although our management will endeavor to evaluate the risks inherent in a particular targetbusiness, we cannot assure you that we will properly ascertain or assess all significant risk factors.

The time required to select and evaluate a target business and to structure and complete our initial businesscombination, and the costs associated with this process, are not currently ascertainable with any degree ofcertainty. Any costs incurred with respect to the identification and evaluation of a prospective target businesswith which our initial business combination is not ultimately completed will result in our incurring losses andwill reduce the funds we can use to complete another business combination.

Other Considerations

We are not prohibited from pursuing an initial business combination with a company that is affiliated withour sponsor, founders, officers or directors. In the event we seek to complete our initial business combinationwith a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or acommittee of independent directors, will obtain an opinion from an independent investment banking firm that is amember of FINRA or another independent firm that commonly renders valuation opinions for the type ofcompany we are seeking to acquire or an independent accounting firm that such an initial business combinationis fair to our company from a financial point of view. We are not required to obtain such an opinion in any othercontext.

We currently do not have any specific business combination under consideration. Our officers and directorshave neither individually selected nor considered a target business nor have they had any substantive discussionsregarding possible target businesses among themselves or with our underwriter or other advisors. Ourmanagement team is regularly made aware of potential business opportunities, one or more of which we maydesire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted anyprospective target business or had any substantive discussions, formal or otherwise, with respect to a businesscombination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken anysubstantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor havewe engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

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In addition, certain of our founders, officers and directors presently have, and any of them in the future mayhave additional, fiduciary and contractual duties to other entities. As a result, if any of our founders, officers ordirectors becomes aware of a business combination opportunity which is suitable for an entity to which he, she orit has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under CaymanIslands law, he, she or it will need to honor such fiduciary or contractual obligations to present such businesscombination opportunity to such entity, before we can pursue such opportunity. If these other entities decide topursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect theseduties to materially affect our ability to complete our initial business combination. Our amended and restatedmemorandum and articles of association provide that we renounce our interest in any business combinationopportunity offered to any director or officer unless such opportunity is expressly offered to such person solely inhis or her capacity as a director or officer of the company and it is an opportunity that we are able to complete ona reasonable basis.

Our founders, sponsor, officers and directors may sponsor, form or participate in other blank checkcompanies similar to ours during the period in which we are seeking an initial business combination. Any suchcompanies may present additional conflicts of interest in pursuing an acquisition target, particularly in the eventthere is overlap among investment mandates. However, we do not currently expect that any such other blankcheck company would materially affect our ability to complete our initial business combination. In addition, ourfounders, sponsor, 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 management time among various business activities,including identifying potential business combinations and monitoring the related due diligence.

There is no restriction in the geographic location of targets we can pursue, although we intend to initiallyprioritize Europe and Israel as the geographical focus. We will seek to identify targets that are likely to provideattractive financial returns through business combinations. However, we have yet to determine a time frame, aninvestment amount or any other criteria, which would trigger our search for business opportunities outside ofEurope and Israel. We believe that we will add value to these businesses primarily by providing them with accessto the U.S. capital markets.

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC tovoluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or theExchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act.We have no current intention of filing a Form 15 to suspend our reporting or other obligations under theExchange Act prior or subsequent to the consummation of our initial business combination.

Corporate Information

Our executive offices are located at PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands and our telephone number is +1 345 814 5772.

We are a Cayman Islands exempted company incorporated on February 2, 2021. Exempted companies areCayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exemptedfrom complying with certain provisions of the Companies Act. As an exempted company, we have applied forand received a tax exemption undertaking from the Cayman Islands government that, in accordance withSection 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the dateof 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 onprofits, 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 inpart of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment ofprincipal or interest or other sums due under a debenture or other obligation of us.

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We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, asamended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBSAct. As such, we are eligible to take advantage of certain exemptions from various reporting requirements thatare 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 Actof 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in ourperiodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisoryvote on executive compensation and shareholder approval of any golden parachute payments not previouslyapproved. If some investors find our securities less attractive as a result, there may be a less active trading marketfor 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 takeadvantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complyingwith new or revised accounting standards. In other words, an “emerging growth company” can delay theadoption of certain accounting standards until those standards would otherwise apply to private companies. Weintend 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 this offering, (b) in which we have total annual grossrevenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means themarket value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as ofthe end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion innon-convertible debt securities during the prior three-year period. References herein to “emerging growthcompany” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smallerreporting companies may take advantage of certain reduced disclosure obligations, including, among otherthings, providing only two years of audited financial statements. We will remain a smaller reporting companyuntil the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliatesexceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled orexceeded $100 million during such completed fiscal year and the market value of our ordinary shares held bynon-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

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The Offering

In deciding whether to invest in our securities, you should take into account not only the backgrounds of themembers of our management team, but also the special risks we face as a blank check company and the fact thatthis offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You willnot be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You shouldcarefully consider these and the other risks set forth in the section below entitled “Risk Factors” of thisprospectus.

Securities offered . . . . . . . . . . . . . . . . . . . 20,000,000 units (or 23,000,000 units if the underwriter’s over-allotment option is exercised in full), at $10.20 per unit, each unitconsisting of:

• one Class A ordinary share; and

• one-third of one redeemable warrant.

Proposed Nasdaq symbols . . . . . . . . . . . . Units: “TGAAU”

Class A ordinary shares: “TGAA”

Warrants: “TGAAW”

Trading commencement and separationof Class A ordinary shares andwarrants . . . . . . . . . . . . . . . . . . . . . . . . The units are expected to begin trading on or promptly after the date

of this prospectus. The Class A ordinary shares and warrantscomprising the units will begin separate trading on the 52nd dayfollowing the date of this prospectus unless UBS Securities LLCinforms us of its decision to allow earlier separate trading, subject toour having filed the Current Report on Form 8-K described below andhaving issued a press release announcing when such separate tradingwill begin. Once the Class A ordinary shares and warrants commenceseparate trading, holders will have the option to continue to hold unitsor separate their units into the component securities. Holders willneed to have their brokers contact our transfer agent in order toseparate the units into Class A ordinary shares and warrants. Nofractional warrants will be issued upon separation of the units andonly whole warrants will trade. Accordingly, unless you purchase atleast three units, you will not be able to receive or trade a wholewarrant.

Additionally, the units will automatically separate into theircomponent parts and will not be traded after completion of our initialbusiness combination.

Separate trading of the Class A ordinaryshares and warrants is prohibited untilwe have filed a Current Report onForm 8-K . . . . . . . . . . . . . . . . . . . . . . . In no event will the Class A ordinary shares and warrants be traded

separately until we have filed with the SEC a Current Report on

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Form 8-K which includes an audited balance sheet reflecting ourreceipt of the gross proceeds at the closing of this offering. We willfile the Current Report on Form 8-K promptly after the closing of thisoffering. If the underwriter’s over-allotment option is exercisedfollowing the initial filing of such Current Report on Form 8-K, asecond or amended Current Report on Form 8-K will be filed toprovide updated financial information to reflect the exercise of theunderwriter’s over-allotment option.

Units:

Number outstanding before thisoffering . . . . . . . . . . . . . . . . . . . . . . . . 0

Number of units to be outstanding afterthis offering . . . . . . . . . . . . . . . . . . . . . 20,000,000(1)

Ordinary shares:

Number outstanding before thisoffering . . . . . . . . . . . . . . . . . . . . . . . . 5,750,000(1)(2)

Number outstanding after thisoffering . . . . . . . . . . . . . . . . . . . . . . . . 25,750,000(1)(2)(3)

Warrants:

Number of private placement warrants tobe sold in a private placementsimultaneously with this offering . . . . 6,666,667(1)

Number of warrants to be outstandingafter this offering and the privateplacement . . . . . . . . . . . . . . . . . . . . . . 13,333,334(4)

Exercisability . . . . . . . . . . . . . . . . . . . . . . Each whole warrant is exercisable to purchase one Class A ordinaryshare, subject to adjustment as described herein. Only whole warrantsare exercisable.

(1) Assumes no exercise of the underwriter’s over-allotment. option and the forfeiture by our sponsor of750,000 founder shares.

(2) Includes up to 750,000 founder shares that will be surrendered to us for no consideration depending on theextent to which the underwriter’s over-allotment option is exercised.

(3) Comprised of 20,000,000 Class A ordinary shares included in the units to be sold in this offering and5,000,000 Class B ordinary shares (or founder shares) assuming 750,000 founder shares have been forfeitedfollowing expiration of the underwriters’ over-allotment option. Founder shares are currently classified asClass B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrentlywith or immediately following the consummation of our initial business combination on a one-for-one basis,subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”

(4) Comprised of 6,666,667 public warrants included in the units to be sold in this offering and 6,666,667private placement warrants to be sold in the private placement.

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We structured each unit to contain one-third of one redeemablewarrant, with each whole warrant exercisable for one Class Aordinary share, in order to reduce the dilutive effect of the warrantsupon completion of our initial business combination, thus making us,we believe, a more attractive business combination partner for targetbusinesses.

Exercise price . . . . . . . . . . . . . . . . . . . . . $11.50 per whole share, subject to adjustments as described herein. Inaddition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with theclosing of our initial business combination at an issue price oreffective issue price of less than $9.20 per ordinary share (with suchissue price or effective issue price to be determined in good faith byour Board of Directors and, in the case of any such issuance to oursponsor or its affiliates, without taking into account any foundershares held by our sponsor or such affiliates, as applicable, prior tosuch issuance) (the “Newly Issued Price”), (y) the aggregate grossproceeds from such issuances represent more than 60% of the totalequity proceeds, and interest thereon, available for the funding of ourinitial business combination on the date of the consummation of ourinitial business combination (net of redemptions), and (z) the volumeweighted average trading price of our Class A ordinary shares duringthe 20 trading day period starting on the trading day prior to the dayon which we consummate our initial business combination (suchprice, the “Market Value”) is below $9.20 per share, the exerciseprice of the warrants will be adjusted (to the nearest cent) to be equalto 115% of the higher of the Market Value and the Newly IssuedPrice, the $18.00 per share redemption trigger price describedadjacent to “Redemption of warrants when the price per Class Aordinary share equals or exceeds $18.00” and “Redemption of publicwarrants” will be adjusted (to the nearest cent) to be equal to 180% ofthe higher of the Market Value and the Newly Issued Price.

Exercise period . . . . . . . . . . . . . . . . . . . . The warrants will become exercisable on the later of:

• 30 days after the completion of our initial business combination;and

• twelve months from the closing of this offering;

provided in each case that we have an effective registration statementunder the Securities Act covering the issuance of the Class A ordinaryshares issuable upon exercise of the warrants and a current prospectusrelating to them is available and such shares are registered, qualified orexempt from registration under the securities, or blue sky, laws of thestate of residence of the holder (or we permit holders to exercise theirwarrants on a cashless basis under the circumstances specified in thewarrant agreement, including as a result of a notice of redemptiondescribed below under “Redemption of public warrants”). If and whenthe warrants become redeemable by us, we may exercise our

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redemption right even if we are unable to register or qualify theunderlying securities for sale under all applicable state securities laws.

We have agreed that as soon as practicable, but in no event later thantwenty business days after the closing of our initial businesscombination, we will use our commercially reasonable efforts to filewith the SEC a post-effective amendment to the registration statementof which this prospectus forms a part or a new registration statementcovering the Class A ordinary shares issuable upon exercise of thewarrants, and we will use our commercially reasonable efforts tocause the same to become effective within 60 business days after theclosing of our initial business combination, and to maintain theeffectiveness of such registration statement and a current prospectusrelating to those Class A ordinary shares until the warrants expire orare redeemed, as specified in the warrant agreement provided that ifour Class A ordinary shares are at the time of any exercise of awarrant not listed on a national securities exchange such that theysatisfy the definition of a “covered security” under Section 18(b)(1)of the Securities Act, we may, at our option, require holders of publicwarrants who exercise their warrants to do so on a “cashless basis” inaccordance with Section 3(a)(9) of the Securities Act and, in the eventwe so elect, we will not be required to file or maintain in effect aregistration statement. If a registration statement covering the Class Aordinary shares issuable upon exercise of the warrants is not effectiveby the 60th day after the closing of the initial business combination,warrant holders may, until such time as there is an effectiveregistration statement and during any period when we will have failedto maintain an effective registration statement, exercise warrants on a“cashless basis” in accordance with Section 3(a)(9) of the SecuritiesAct or another exemption, but we will use our commerciallyreasonable efforts to register or qualify the shares under applicableblue sky laws to the extent an exemption is not available.

The warrants will expire at 5:00 p.m., New York City time, five yearsafter the completion of our initial business combination or earlierupon redemption or liquidation. On the exercise of any warrant, thewarrant exercise price will be paid directly to us and not placed in thetrust account.

Redemption of public warrants . . . . . . . . Once the warrants become exercisable, we may redeem theoutstanding warrants:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption,which we refer to as the “30-day redemption period”; and

• if, and only if, the last reported sale price (the “closing price”) ofour Class A ordinary shares equals or exceeds $18.00 per share(as adjusted for adjustments to the number of shares issuable

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upon exercise or the exercise price of a warrant as describedunder the heading “Description of Securities—Warrants—Redemption Procedures—Anti-dilution Adjustments”) for any20 trading days within a 30-trading day period ending on the thirdtrading day prior to the date on which we send the notice ofredemption to the warrant holders.

We will not redeem the warrants as described above unless aneffective registration statement under the Securities Act covering theClass A ordinary shares issuable upon exercise of the warrants iseffective and a current prospectus relating to those Class A ordinaryshares is available throughout the 30-day redemption period or wehave elected to require the exercise of the public warrants on a“cashless basis” as described below. If and when the warrants becomeredeemable by us, we may exercise our redemption right even if weare unable to register or qualify the underlying securities for saleunder all applicable state securities laws.

If we call the public warrants for redemption as described above, wewill have the option to require all holders that wish to exercise suchwarrants to do so on a “cashless basis.” In determining whether torequire all holders to exercise their public warrants on a “cashlessbasis,” we will consider, among other factors, our cash position, thenumber of public warrants that are outstanding and the dilutive effecton our stockholders of issuing the maximum number of Class Aordinary shares issuable upon the exercise of our public warrants. Insuch event, each holder would pay the exercise price by surrenderingthe warrants for that number of Class A ordinary shares equal to thequotient obtained by dividing (x) the product of the number of ClassA ordinary shares underlying the warrants, multiplied by thedifference between the exercise price of the warrants and the “fairmarket value” (defined below) by (y) the fair market value. The “fairmarket value” means the 10-day average closing price as of the dateon which the notice of redemption is sent to the holders of thewarrants. The “10-day average closing price” means, as of any date,the average last reported sale price of the Class A ordinary shares asreported during the 10 trading day period ending on the trading dayprior to such date. “Last reported sale price” means the last reportedsale price of the Class A ordinary shares on the date prior to the dateon which notice of exercise of the warrant is sent to the warrant agent.

None of the private placement warrants will be redeemable by us solong as they are held by our sponsor or its permitted transferees.

Redemption of warrants when the priceper Class A ordinary share equals orexceeds $10.00 . . . . . . . . . . . . . . . . . . Once the warrants become exercisable, we may redeem the

outstanding warrants:


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• at $0.10 per warrant upon a minimum of 30 days’ prior writtennotice of redemption provided that holders will be able toexercise their warrants on a cashless basis prior to redemption andreceive that number of shares determined by reference to the tableset forth under “Description of Securities—Warrants—PublicShareholders’ Warrants” based on the redemption date and the“fair market value” of our Class A ordinary shares (as definedbelow) except as otherwise described in “Description ofSecurities—Warrants—Public Shareholders’ Warrants”;

• if, and only if, the closing price of our Class A ordinary sharesequals or exceeds $10.00 per public share (as adjusted foradjustments to the number of shares issuable upon exercise or theexercise price of a warrant as described under the heading“Description of Securities—Warrants—Public Shareholders’Warrants—Anti-dilution Adjustments”) for any 20 trading dayswithin the 30-trading day period ending three trading days beforewe send the notice of redemption to the warrant holders; and

• if the closing price of the Class A ordinary shares for any20 trading days within a 30-trading day period ending on the thirdtrading day prior to the date on which we send the notice ofredemption to the warrant holders is less than $18.00 per share (asadjusted for adjustments to the number of shares issuable uponexercise or the exercise price of a warrant as described under theheading “Description of Securities—Warrants—RedemptionProcedures—Anti-dilution Adjustments”), the private placementwarrants must also be concurrently called for redemption on thesame terms as the outstanding public warrants, as describedabove.

The “fair market value” of our Class A ordinary shares for the abovepurpose shall mean the volume weighted average price of our Class Aordinary shares during the 10 trading days immediately following thedate on which the notice of redemption is sent to the holders ofwarrants. We will provide our warrant holders with the final fairmarket value no later than one business day after the 10 trading dayperiod described above ends. In no event will the warrants beexercisable in connection with this redemption feature for more than0.361 Class A ordinary shares per warrant (subject to adjustment).

No fractional Class A ordinary shares will be issued upon redemption.If, upon redemption, a holder would be entitled to receive a fractionalinterest in a share, we will round down to the nearest whole number ofthe number of Class A ordinary shares to be issued to the holder. Pleasesee the section entitled “Description of Securities—Warrants—PublicShareholders’ Warrants” for additional information.

Forward purchase agreement . . . . . . . . . We have entered into two forward purchase agreements with TargetGlobal Selected Opportunities, LLC Series Selenium (the “FPAPurchaser”), pursuant to which the FPA Purchaser agreed to purchase

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(1) an aggregate of 2,500,000 forward purchase shares for $10.00 pershare (the “firm forward purchase shares”), or an aggregate amountof $25,000,000 and (2) in addition, an aggregate of up to 2,500,000forward purchase shares for $10.00 per share (the “additional forwardpurchase shares”), or an aggregate maximum amount of up to$25,000,000, in each case in a private placement that may closesimultaneously with the closing of our initial business combination.The FPA Purchaser is indirectly controlled by TG, which in turn is acontrolling affiliate of our sponsor. The FPA Purchaser will purchasethat number of additional forward purchase shares, if any, that weexpect will result in gross proceeds to us necessary to enable us toconsummate our initial business combination and pay related fees andexpenses, after first applying amounts available to us from the trustaccount (after paying the deferred underwriting discount and givingeffect to any redemptions of public shares) and any other financingsource obtained by us for such purpose at or prior to the consummationof our initial business combination, plus any additional amountsmutually agreed by us and the FPA Purchaser to be retained by thepost-business combination company for working capital or other purposes. The FPA Purchaser’s obligations to purchaseforward purchase shares will be subject to certain conditions, includingin the case of the additional forward purchase shares a requirement,among other things, that such initial business combination is reasonablyacceptable to the FPA Purchaser. The forward purchase shares will notbe issued until completion of our initial business combination and,accordingly, will not be entitled to vote in any stockholder vote untilimmediately after the business combination has been completed.

The forward purchase agreements will also provide that the FPAPurchaser will be entitled to certain registration rights with respect toits forward purchase shares. The FPA Purchaser’s commitment topurchase securities pursuant to the forward purchase agreements isintended to provide us with a minimum funding level for our initialbusiness combination. The proceeds from the sale of the forwardpurchase shares, if any, may be used as part of the consideration tothe sellers in the initial business combination, expenses in connectionwith our initial business combination or for working capital in thepost-transaction company. Subject to the conditions in the forwardpurchase agreements, the purchase of the forward purchase shareswill be a binding obligation of the FPA Purchaser, regardlessof whether any shares of Class A ordinary shares are redeemed by ourpublic stockholders in connection with our initial businesscombination.

Founder shares . . . . . . . . . . . . . . . . . . . . . On February 2, 2021, the sponsor paid $25,000, or approximately $0.003per share, to cover certain of our expenses in consideration of 5,750,000Class B ordinary shares, par value $0.0001. On [x], 2021, 1,437,500Class B ordinary shares were cancelled by the Company resulting in adecrease in the total number of Class B ordinary shares outstanding from7,187,500 shares to 5,750,000 shares. Prior to the initial investment in the

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company of $25,000 by the sponsor, the company had no assets, tangibleor intangible. Prior to the consummation of this offering, our sponsorintends to transfer 25,000 Class B ordinary shares to each of ourindependent directors and 100,000 Class B ordinary shares to each of ourCEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme. Theseshares shall not be subject to forfeiture in the event the underwriter’soverallotment option is not exercised. The per share price of the foundershares was determined by dividing the amount contributed to thecompany by the number of founder shares issued. If we increase ordecrease the size of this offering, we will effect a share capitalization or ashare surrender or redemption or other appropriate mechanism, asapplicable, with respect to our Class B ordinary shares immediately priorto the consummation of this offering in such amount as to maintain thenumber of founder shares, on an as-converted basis, at 20% of our issuedand outstanding ordinary shares upon the consummation of this offering.Up to 750,000 founder shares are subject to forfeiture by the sponsor,depending on the extent to which the underwriter’s over-allotment optionis exercised.

The founder shares are identical to the Class A ordinary sharesincluded in the units being sold in this offering, except that:

• prior to our initial business combination, only holders of thefounder shares have the right to vote on the appointment ofdirectors and holders of a majority of our founder shares mayremove a member of the board of directors for any reason;

• the founder shares are subject to certain transfer restrictions, asdescribed in more detail below;

• our sponsor and each member of our management team have enteredinto an agreement with us, pursuant to which they have agreed to(i) waive their redemption rights with respect to their founder shares(ii) to waive their redemption rights with respect to their foundershares and public shares in connection with a shareholder vote toapprove an amendment to our amended and restated memorandumand articles of association (A) that would modify the substance ortiming of our obligation to provide holders of our Class A ordinaryshares the right to have their shares redeemed in connection with ourinitial business combination or to redeem 100% of our public sharesif we do not complete our initial business combination within18 months from the closing of this offering (or up to 24 months fromthe closing of this offering if we extend the period of time toconsummate a business combination, subject to our sponsordepositing additional funds in the trust account, as described in moredetail in this prospectus), or (B) with respect to any other provisionrelating to the rights of holders of our Class A ordinary shares and(iii) waive their rights to liquidating distributions from the trustaccount with respect to any founder shares they hold if we fail toconsummate an initial business combination within 18 months fromthe closing of this offering (or up to 24 months from the closing of

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this offering if we extend the period of time to consummate abusiness combination, subject to our sponsor depositing additionalfunds in the trust account, as described in more detail in thisprospectus), (although they will be entitled to liquidatingdistributions from the trust account with respect to any public sharesthey hold if we fail to complete our initial business combinationwithin the prescribed time frame). If we seek shareholder approval,we will complete our initial business combination only if we obtainthe approval of an ordinary resolution under Cayman Islands law,which requires the affirmative vote of a majority of the shareholderswho attend and vote at a general meeting of the company. In suchcase, our sponsor and each member of our management team haveagreed to vote their founder shares and public shares in favor of ourinitial business combination. As a result, in addition to our initialshareholders’ founder shares, we would need 7,500,001, or 37.5%(assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 20,000,000 public sharessold in this offering to be voted in favor of an initial businesscombination in order to have our initial business combinationapproved;

• the founder shares will automatically convert into our Class Aordinary shares at the time of our initial business combination orearlier at the option of the holders thereof as described belowadjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandumand articles of association; and

• the founder shares are entitled to registration rights.

Transfer restrictions on foundershares . . . . . . . . . . . . . . . . . . . . . . . . . . Except as described herein, our sponsor and our directors and

executive officers have agreed not to transfer, assign or sell (i) any oftheir founder shares until the earliest of (A) one year after thecompletion of our initial business combination and (B) subsequent toour initial business combination, (x) if the closing price of ourClass A ordinary shares equals or exceeds $12.00 per share (asadjusted for share subdivisions, share capitalizations, reorganizations,recapitalizations and the like) for any 20 trading days within any30-trading day period commencing at least 150 days after our initialbusiness combination, or (y) the date on which we complete aliquidation, merger, share exchange or other similar transaction thatresults in all of our public shareholders having the right to exchangetheir ordinary shares for cash, securities or other property, and(ii) private placement warrants and Class A ordinary shares issuedupon conversion or exercise thereof until 30 days after the completionof our initial business combination. Any permitted transferees wouldbe subject to the same restrictions and other agreements of oursponsor and our directors and executive officers with respect to anyfounder shares, private placement warrants and Class A ordinaryshares issued upon conversion or exercise thereof.

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Founder shares conversion and anti-dilution rights . . . . . . . . . . . . . . . . . . . The founder shares are designated as Class B ordinary shares and will

automatically convert into Class A ordinary shares, which suchClass A ordinary shares delivered upon conversion will not have anyredemption rights or be entitled to liquidating distributions if we donot consummate an initial business combination, at the time of ourinitial business combination or earlier at the option of the holdersthereof at a ratio such that the number of Class A ordinary sharesissuable upon conversion of all founder shares will equal, in theaggregate, on an as-converted basis, 20% of the sum of (i) the totalnumber of ordinary shares issued and outstanding upon completion ofthis offering, plus (ii) the total number of Class A ordinary sharesissued or deemed issued or issuable upon conversion or exercise ofany equity-linked securities (as defined herein) or rights issued ordeemed issued, by the Company in connection with or in relation tothe consummation of the initial business combination, excluding anyClass A ordinary shares or equity-linked securities exercisable for orconvertible into Class A ordinary shares issued, deemed issued, or tobe issued, or forward purchase shares, to any seller in the initialbusiness combination and any private placement warrants issued toour sponsor, its affiliates or any member of our management teamupon conversion of working capital loans and extension loans. Anyconversion of Class B ordinary shares described herein will takeeffect as a compulsory redemption of Class B ordinary shares and anissuance of Class A ordinary shares as a matter of Cayman Islandslaw. In no event will the Class B ordinary shares convert into Class Aordinary shares at a rate of less than one-to-one.

The term “equity-linked securities” refers to any debt or equitysecurities that are convertible, exercisable or exchangeable for ourClass A ordinary shares issued in a financing transaction inconnection with our initial business combination, including but notlimited to a private placement of equity or debt.

Appointment of directors; Votingrights . . . . . . . . . . . . . . . . . . . . . . . . . . Prior to our initial business combination, only holders of our founder

shares will have the right to vote on the appointment of directors.Holders of our public shares will not be entitled to vote on theappointment of directors during such time. In addition, prior to thecompletion of an initial business combination, holders of a majorityof our founder shares may remove a member of the board of directorsfor any reason. These provisions of our amended and restatedmemorandum and articles of association may only be amended by aspecial resolution passed by not less than two-thirds of our ordinaryshares who attend and vote at our general meeting which shall includethe affirmative vote of a simple majority of our Class B ordinaryshares. With respect to any other matter submitted to a vote of ourshareholders, including any vote in connection with our initialbusiness combination, except as required by law, holders of our

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founder shares and holders of our public shares will vote together as asingle class, with each share entitling the holder to one vote.

Private placement warrants . . . . . . . . . . . Our sponsor has committed, pursuant to a written agreement, topurchase an aggregate of 6,666,667 private placement warrants (or7,466,667 warrants if the underwriter’s over-allotment option isexercised in full), each exercisable to purchase one Class A ordinaryshare at $11.50 per share, at a price of $1.50 per warrant, or$10,000,000 in the aggregate (or $11,200,000 if the underwriter’sover-allotment option is exercised in full), in a private placement thatwill close simultaneously with the closing of this offering. A portionof the purchase price of the private placement warrants will be addedto the proceeds from this offering to be held in the trust account suchthat at the time of closing of this offering $204,000,000 (or$234,600,000 if the underwriter exercises its over-allotment option infull) will be held in the trust account. The private placement warrantswill be identical to the warrants sold in this offering except that, theprivate placement warrants (i) will not be redeemable by us, (ii) maynot, subject to certain limited exceptions, be transferred, assigned orsold by the holders (and the Class A ordinary shares issuable uponexercise of these warrants may not be transferred, assigned or sold bythe holders until 30 days after the completion of our initial businesscombination, subject to certain limited exceptions), (iii) may beexercised by the holders on a cashless basis and (iv) will be entitled toregistration rights. If we do not complete our initial businesscombination within 18 months from the closing of his offering (or upto 24 months from the closing of this offering if we extend the periodof time to consummate a business combination, subject to our sponsordepositing additional funds in the trust account, as described in moredetail in this prospectus), the private placement warrants will expireworthless.

Transfer restrictions on privateplacement warrants . . . . . . . . . . . . . . . The private placement warrants will not be transferable, assignable or

salable (and the Class A ordinary shares issuable upon exercise of theprivate placement warrants will not be transferable, assignable orsalable until 30 days after the completion of our initial businesscombination), except as described herein under “PrincipalShareholders—Transfers of Founder Shares and Private PlacementWarrants.”

Cashless exercise of private placementwarrants . . . . . . . . . . . . . . . . . . . . . . . . If holders of private placement warrants elect to exercise them on a

cashless basis, except as described under “Redemption of warrantswhen the price per Class A ordinary share equals or exceeds $10.00,”they would pay the exercise price by surrendering their warrants forthat number of Class A ordinary shares equal to the quotient obtainedby dividing (x) the product of the number of Class A ordinary sharesunderlying the warrants, multiplied by the excess of the “Sponsor fairmarket value” (defined below) over the exercise price of the warrants

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by (y) the Sponsor fair market value. The “Sponsor fair market value”shall mean the average reported closing price of the Class A ordinaryshares for the 10 trading days ending on the third trading day prior tothe date on which the notice of warrant exercise is sent to the warrantagent. The reason that we have agreed that these warrants will beexercisable on a cashless basis so long as they are held by the sponsoror its permitted transferees is because it is not known at this timewhether they will be affiliated with us following a businesscombination. If they remain affiliated with us, their ability to sell oursecurities in the open market will be significantly limited. We expectto have policies in place that restrict insiders from selling oursecurities except during specific periods.

Proceeds to be held in trust account . . . . Nasdaq rules provide that at least 90% of the gross proceeds from thisoffering and the sale of the private placement warrants be deposited ina trust account. Of the proceeds we will receive from this offering andthe sale of the private placement warrants described in thisprospectus, $204,000,000, or $234,600,000 if the underwriter’s over-allotment option is exercised in full ($10.20 per unit in either case),will be deposited into a segregated trust account located in the UnitedStates at with Continental Stock Transfer & Trust Companyacting as trustee. The proceeds to be placed in the trust accountinclude $7,000,000 (or $8,050,000 if the underwriter’s over-allotmentoption is exercised in full) in deferred underwriting commissions.

Except with respect to interest earned on the funds held in the trustaccount that may be released to us to pay our income taxes, if any, ouramended and restated memorandum and articles of association, asdiscussed below and subject to the requirements of law and regulation,will provide that the proceeds from this offering and the sale of theprivate placement warrants held in the trust account will not be releasedfrom the trust account (1) to us, until the completion of our initialbusiness combination, or (2) to our public shareholders, until theearliest of (a) the completion of our initial business combination, andthen only in connection with those Class A ordinary shares that suchshareholders properly elected to redeem, subject to the limitationsdescribed herein, (b) the redemption of any public shares properlytendered in connection with a shareholder vote to amend our amendedand restated memorandum and articles of association (A) to modify thesubstance or timing of our obligation to provide holders of our Class Aordinary shares the right to have their shares redeemed in connectionwith our initial business combination or to redeem 100% of our publicshares if we do not complete our initial business combination within 18months from the closing of this offering (or up to 24 months from theclosing of this offering if we extend the period of time to consummate abusiness combination, subject to our sponsor depositing additionalfunds in the trust account, as described in more detail in thisprospectus) or (B) with respect to any other provision relating to therights of holders of our Class A ordinary shares, and (c) the redemptionof our public shares if we have not consummated our businesscombination within 18 months from the closing of this offering (or up

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to 24 months from the closing of this offering if we extend the period oftime to consummate a business combination, subject to our sponsordepositing additional funds in the trust account, as described in moredetail in this prospectus), subject to applicable law. Public shareholderswho redeem their Class A ordinary shares in connection with ashareholder vote described in clause (b) in the preceding sentence shallnot be entitled to funds from the trust account upon the subsequentcompletion of an initial business combination or liquidation if we havenot consummated an initial business combination within 18 monthsfrom the closing of this offering, with respect to such Class A ordinaryshares so redeemed (or up to 24 months from the closing of thisoffering if we extend the period of time to consummate a businesscombination, subject to our sponsor depositing additional funds in thetrust account, as described in more detail in this prospectus). Theproceeds deposited in the trust account could become subject to theclaims of our creditors, if any, which could have priority over theclaims of our public shareholders.

Ability to extend time to completebusiness combination . . . . . . . . . . . . . If we anticipate that we may not be able to consummate our initial

business combination within 18 months, we may, by resolution of ourboard if requested by our sponsor, extend the period of time toconsummate a business combination by two additional three-monthperiods (for a total of up to 24 months to complete a businesscombination), subject to the sponsor depositing additional funds intothe trust account as set out below. Pursuant to the terms of ouramended and restated memorandum and articles of association andthe trust agreement to be entered into between us and ContinentalStock Transfer & Trust Company on the date of this prospectus, inorder for the time available for us to consummate our initial businesscombination to be extended, our sponsor or its affiliates or designees,upon five business days advance notice prior to the applicabledeadline, must deposit into the trust account, for each applicablethree-month period, $2,000,000, or $2,300,000 if the underwriters’overallotment option is exercised in full ($0.10 per unit in eithercase), on or prior to the date of the applicable deadline with respect tosuch three-month extension period. Any such payment would bemade in the form of non-interest bearing loans. If we complete ourinitial business combination, we will, at the option of our sponsor,repay such loaned amounts out of the proceeds of the trust accountreleased to us or convert a portion or all of the total loan amounts intowarrants at a price of $1.00 per warrant, which warrants will beidentical to the private placement warrants. If we do not complete abusiness combination, we will repay such loans only from any fundsheld outside of the trust account. Furthermore, the letter agreementwith our initial stockholders contains a provision pursuant to whichour sponsor has agreed to waive its right to be repaid for such loans tothe extent there are insufficient funds held outside of the trust accountin the event that we do not complete a business combination. Ourpublic stockholders will not be entitled to vote or redeem their shares

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in connection with any such extension. As a result, we may conductsuch an extension even though a majority of our public stockholdersdo not support such an extension and will not be able to redeem theirshares in connection therewith. This feature is different than thetraditional special purpose acquisition company structure, in whichany extension of the company’s period to complete a businesscombination requires a vote of the company’s stockholders andstockholders have the right to redeem their public shares inconnection with such vote. Our sponsor and its affiliates or designeesare not obligated to fund the trust account to extend the time for us tocomplete our initial business combination.

Anticipated expenses and fundingsources . . . . . . . . . . . . . . . . . . . . . . . . . Except as described above with respect to the payment of taxes,

unless and until we complete our initial business combination, noproceeds held in the trust account will be available for our use. Theproceeds held in the trust account will be invested only in U.S.government treasury obligations with a maturity of 185 days or less orin money market funds meeting certain conditions under Rule 2a-7under the Investment Company Act which invest only in directU.S. government treasury obligations. Assuming an interest rate of0.1% per year, we estimate the interest earned on the trust accountwill be approximately $250,000 per year; however, we can provide noassurances regarding this amount. Unless and until we complete ourinitial business combination, we may pay our expenses only from:

• the net proceeds of this offering and the sale of the privateplacement warrants not held in the trust account, which will beapproximately $1,000,000 in working capital; and

• any loans or additional investments from our sponsor or anaffiliate of our sponsor or certain of our officers and directors,although they are under no obligation to advance funds to us insuch circumstances, and provided any such loans will not haveany claim on the proceeds held in the trust account unless suchproceeds are released to us upon completion of our initialbusiness combination.

Conditions to completing our initialbusiness combination . . . . . . . . . . . . . So long as our securities are then listed on the Nasdaq our initial

business combination must occur with one or more target businessesthat together have an aggregate fair market value of at least 80% ofthe net assets held in the trust account (excluding the deferredunderwriting commissions and taxes payable on the interest earned onthe trust account) at the time of signing a definitive agreement inconnection with our initial business combination. If our Board ofDirectors is not able to independently determine the fair market valueof the target business or businesses, we will obtain an opinion from anindependent investment banking firm that is a member of FINRA oranother independent firm that commonly renders valuation opinionsfor the type of company we are seeking to acquire or an independent

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accounting firm with respect to the satisfaction of such criteria. Ourshareholders may not be provided with a copy of such opinion norwill they be able to rely on such opinion. If our securities are not thenlisted on the Nasdaq for whatever reason, we would no longer berequired to meet the foregoing 80% of net asset test.

We will complete our initial business combination only if the post-business combination company in which our public shareholders ownshares will own or acquire 50% or more of the outstanding votingsecurities of the target or is otherwise not required to register as aninvestment company under the Investment Company Act. Even if thepost-business combination company owns or acquires 50% or more ofthe voting securities of the target, our shareholders prior to our initialbusiness combination may collectively own a minority interest in thepost-business combination company, depending on valuationsascribed to the target and us in the business combination transaction.If less than 100% of the equity interests or assets of a target businessor businesses are owned or acquired by the post-business combinationcompany, the portion of such business or businesses that is owned oracquired is what will be valued for purposes of the 80% of net assetstest, provided that in the event that the business combination involvesmore than one target business, the 80% of net assets test will be basedon the aggregate value of all of the target businesses and we will treatthe target businesses together as the initial business combination forpurposes of a tender offer or for seeking shareholder approval, asapplicable.

Permitted purchases and othertransactions with respect to oursecurities . . . . . . . . . . . . . . . . . . . . . . . If we seek shareholder approval of our initial business combination

and we do not conduct redemptions in connection with our initialbusiness combination pursuant to the tender offer rules, our sponsor,directors, executive officers, advisors or their affiliates may purchasepublic shares or warrants in privately negotiated transactions or in theopen market either prior to or following the completion of our initialbusiness combination. Additionally, at any time at or prior to ourinitial business combination, subject to applicable securities laws(including with respect to material nonpublic information), oursponsor, directors, executive officers, advisors or their affiliates mayenter into transactions with investors and others to provide them withincentives to acquire public shares, vote their public shares in favor ofour initial business combination or not redeem their public shares.However, they have no current commitments, plans or intentions toengage in such transactions and have not formulated any terms orconditions for any such transactions. None of the funds held in thetrust account will be used to purchase public shares or warrants insuch transactions. If they engage in such transactions, they will berestricted from making any such purchases when they are inpossession of any material nonpublic information not disclosed to theseller or if such purchases are prohibited by Regulation M under the

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Securities Exchange Act of 1934, as amended (the “Exchange Act”).We do not currently anticipate that such purchases, if any, wouldconstitute a tender offer subject to the tender offer rules under theExchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasersdetermine at the time of any such purchases that the purchases aresubject to such rules, the purchasers will comply with such rules. Anysuch purchases will be reported pursuant to Section 13 andSection 16 of the Exchange Act to the extent such purchasers aresubject to such reporting requirements. See “Proposed Business—Permitted Purchases and Other Transactions with Respect to OurSecurities” for a description of how our sponsor, directors, executiveofficers, advisors or their affiliates will select which shareholders topurchase securities from in any private transaction.

The purpose of any such transaction could be to (1) vote in favor ofthe business combination and thereby increase the likelihood ofobtaining shareholder approval of the business combination,(2) reduce the number of public warrants outstanding or vote suchwarrants on any matters submitted to the warrant holders for approvalin connection with our initial business combination or (3) satisfy aclosing condition in an agreement with a target that requires us tohave a minimum net worth or a certain amount of cash at the closingof our initial business combination, where it appears that suchrequirement would otherwise not be met. Any such purchases of oursecurities may result in the completion of our initial businesscombination that may not otherwise have been possible. In addition,if such purchases are made, the public “float” of our Class A ordinaryshares or public warrants may be reduced and the number ofbeneficial holders of our securities may be reduced, which may makeit difficult to maintain or obtain the quotation, listing or trading of oursecurities on a national securities exchange.

Redemption rights for publicshareholders upon completion of ourinitial business combination . . . . . . . . We will provide our public shareholders with the opportunity to

redeem all or a portion of their Class A ordinary shares upon thecompletion of our initial business combination at a per-share price,payable in cash, equal to the aggregate amount then on deposit in thetrust account calculated as of two business days prior to theconsummation of the initial business combination, including interestearned on the funds held in the trust account and not previouslyreleased to us to pay our income taxes, if any, divided by the numberof then-outstanding public shares, subject to the limitations describedherein. The amount in the trust account is initially anticipated to be$10.20 per public share. The per share amount we will distribute toinvestors who properly redeem their shares will not be reduced by thedeferred underwriting commissions we will pay to the underwriter.The redemption rights will include the requirement that a beneficialholder must identify itself in order to validly redeem its shares. There

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will be no redemption rights upon the completion of our initialbusiness combination with respect to our warrants. Further, we willnot proceed with redeeming our public shares, even if a publicshareholder has properly elected to redeem its shares, if a businesscombination does not close. Our sponsor and each member of ourmanagement team have entered into an agreement with us, pursuantto which they have agreed to waive their redemption rights withrespect to any founder shares and public shares held by them inconnection with (i) the completion of our initial business combinationand (ii) a shareholder vote to approve an amendment to our amendedand restated memorandum and articles of association (A) that wouldmodify the substance or timing of our obligation to provide holders ofour Class A ordinary shares the right to have their shares redeemed inconnection with our initial business combination or to redeem 100%of our public shares if we do not complete our initial businesscombination within 18 months from the closing of this offering (or upto 24 months from the closing of this offering if we extend the periodof time to consummate a business combination, subject to our sponsordepositing additional funds in the trust account, as described in moredetail in this prospectus), or (B) with respect to any other provisionrelating to the rights of holders of our Class A ordinary shares.

Limitations on redemptions . . . . . . . . . . . Our amended and restated memorandum and articles of associationwill provide that in no event will we redeem our public shares in anamount that would cause our net tangible assets to be less than$5,000,001 (so that we do not then become subject to the SEC’s“penny stock” rules). However, a greater net tangible asset or cashrequirement may be contained in the agreement relating to our initialbusiness combination. For example, the proposed businesscombination may require: (i) cash consideration to be paid to thetarget or its owners, (ii) cash to be transferred to the target forworking capital or other general corporate purposes or (iii) theretention of cash to satisfy other conditions in accordance with theterms of the proposed business combination. Furthermore, althoughwe will not redeem shares in an amount that would cause our nettangible assets to fall below $5,000,001, we do not have a maximumredemption threshold based on the percentage of shares sold in thisoffering, as many blank check companies do. In the event theaggregate cash consideration we would be required to pay for allClass A ordinary shares that are validly submitted for redemption plusany amount required to satisfy cash conditions pursuant to the termsof the proposed business combination exceed the aggregate amount ofcash available to us, we will not complete the business combinationor redeem any shares, and all Class A ordinary shares submitted forredemption will be returned to the holders thereof, and we insteadmay search for an alternate business combination.

Manner of conducting redemptions . . . . We will provide our public shareholders with the opportunity toredeem all or a portion of their public shares upon the completion ofour initial business combination either (i) in connection with a general

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meeting called to approve the business combination or (ii) by meansof a tender offer. The decision as to whether we will seek shareholderapproval of a proposed business combination or conduct a tenderoffer will be made by us, solely in our discretion, and will be basedon a variety of factors such as the timing of the transaction andwhether the terms of the transaction would require us to seekshareholder approval under applicable law or stock exchange listingrequirement. Asset acquisitions and share purchases would nottypically require shareholder approval, while direct mergers with ourcompany where we do not survive and any transactions where weissue more than 20% of our outstanding ordinary shares or seek toamend our amended and restated memorandum and articles ofassociation would typically require shareholder approval. Wecurrently intend to conduct redemptions in connection with ashareholder vote unless shareholder approval is not required byapplicable law or stock exchange listing requirement or we choose toconduct redemptions pursuant to the tender offer rules of the SEC forbusiness or other reasons.

If we hold a shareholder vote to approve our initial businesscombination, we will:

• conduct the redemptions in conjunction with a proxy solicitationpursuant to Regulation 14A of the Exchange Act, which regulatesthe solicitation of proxies, and not pursuant to the tender offerrules; and

• file proxy materials with the SEC.

If we seek shareholder approval, we will complete our initial businesscombination only if we obtain the approval of an ordinary resolutionunder Cayman Islands law, which requires the affirmative vote of amajority of shareholders who attend and vote at a general meeting ofthe company. In such case, our sponsor and each member of ourmanagement team have agreed to vote their founder shares and publicshares in favor of our initial business combination. As a result, inaddition to our initial shareholders’ founder shares, we would need7,500,001, or 37.5% (assuming all issued and outstanding shares arevoted and the over-allotment option is not exercised) of the20,000,000 public shares sold in this offering to be voted in favor ofan initial business combination in order to have our initial businesscombination approved. Each public shareholder may elect to redeemtheir public shares irrespective of whether they vote for or against theproposed transaction or vote at all. Our amended and restatedmemorandum and articles of association will require that at least fivedays’ notice will be given of any such general meeting.

If we conduct redemptions pursuant to the tender offer rules of theSEC, we will, pursuant to our amended and restated memorandumand articles of association:

• conduct the redemptions pursuant to Rule 13e-4 and Regulation14E of the Exchange Act, which regulate issuer tender offers; and

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• file tender offer documents with the SEC prior to completing ourinitial business combination which contain substantially the samefinancial and other information about the initial businesscombination and the redemption rights as is required underRegulation 14A of the Exchange Act, which regulates thesolicitation of proxies.

Upon the public announcement of our initial business combination, ifwe elect to conduct redemptions pursuant to the tender offer rules, weand our sponsor will terminate any plan established in accordancewith Rule 10b5-1 to purchase our Class A ordinary shares in the openmarket, in order to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offerrules, our offer to redeem will remain open for at least 20 businessdays, in accordance with Rule 14e-1(a) under the Exchange Act, andwe will not be permitted to complete our initial business combinationuntil the expiration of the tender offer period. In addition, the tenderoffer will be conditioned on public shareholders not tendering morethan the number of public shares we are permitted to redeem. Ifpublic shareholders tender more shares than we have offered topurchase, we will withdraw the tender offer and not complete suchinitial business combination.

Limitation on redemption rights ofshareholders holding more than 15%of the shares sold in this offering if wehold shareholder vote . . . . . . . . . . . . . Notwithstanding the foregoing redemption rights, if we seek

shareholder approval of our initial business combination and we donot conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our amended andrestated memorandum and articles of association will provide that apublic shareholder, together with any affiliate of such shareholder orany other person with whom such shareholder is acting in concert oras a “group” (as defined under Section 13 of the Exchange Act), willbe restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering, without our priorconsent. We believe the restriction described above will discourageshareholders from accumulating large blocks of shares, andsubsequent attempts by such holders to use their ability to redeemtheir shares as a means to force us or our management to purchasetheir shares at a significant premium to the then-current market priceor on other undesirable terms. Absent this provision, a publicshareholder holding more than an aggregate of 15% of the shares soldin this offering could threaten to exercise its redemption rights againsta business combination if such holder’s shares are not purchased byus, our sponsor or our management at a premium to the then-currentmarket price or on other undesirable terms. By limiting ourshareholders’ ability to redeem to no more than 15% of the sharessold in this offering, we believe we will limit the ability of a small

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group of shareholders to unreasonably attempt to block our ability tocomplete our initial business combination, particularly in connectionwith a business combination with a target that requires as a closingcondition that we have a minimum net worth or a certain amount ofcash. However, we would not be restricting our shareholders’ abilityto vote all of their shares (including all shares held by thoseshareholders that hold more than 15% of the shares sold in thisoffering) for or against our initial business combination.

Release of funds in trust account onclosing of our initial businesscombination . . . . . . . . . . . . . . . . . . . . . On the completion of our initial business combination, the funds held

in the trust account will be disbursed directly by the trustee to payamounts due to any public shareholders who properly exercise theirredemption rights as described above adjacent to the caption“Redemption rights for public shareholders upon completion of ourinitial business combination,” to pay the underwriter its deferredunderwriting commissions, to pay all or a portion of the considerationpayable to the target or owners of the target of our initial businesscombination and to pay other expenses associated with our initialbusiness combination. If our initial business combination is paid forusing equity or debt or not all of the funds released from the trustaccount are used for payment of the consideration in connection withour initial business combination or the redemption of our publicshares, we may apply the balance of the cash released to us from thetrust account for general corporate purposes, including formaintenance or expansion of operations of post-transactionbusinesses, the payment of principal or interest due on indebtednessincurred in completing our initial business combination, to fund thepurchase of other companies or for working capital.

Redemption of public shares anddistribution and liquidation if noinitial business combination . . . . . . . . Our amended and restated memorandum and articles of association

will provide that we will have only 18 months from the closing of thisoffering (or up to 24 months from the closing of this offering if weextend the period of time to consummate a business combination,subject to our sponsor depositing additional funds in the trust account,as described in more detail in this prospectus) to consummate ourinitial business combination. If we have not consummated an initialbusiness combination within 18 months from the closing of thisoffering, (or up to 24 months from the closing of this offering if weextend the period of time to consummate a business combination,subject to our sponsor depositing additional funds in the trust account,as described in more detail in this prospectus), we will: (i) cease alloperations except for the purpose of winding up; (ii) as promptly asreasonably possible but not more than ten business days thereafter,redeem the public shares, at a per-share price, payable in cash, equalto the aggregate amount then on deposit in the trust account,including interest earned on the funds held in the trust account and

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not previously released to us to pay our income taxes, if any (less upto $100,000 of interest to pay dissolution expenses) divided by thenumber of the then-outstanding public shares, which redemption willcompletely extinguish public shareholders’ rights as shareholders(including the right to receive further liquidation distributions, if any);and (iii) as promptly as reasonably possible following suchredemption, subject to the approval of our remaining shareholders andour Board of Directors, liquidate and dissolve, subject in the case ofclauses (ii) and (iii), to our obligations under Cayman Islands law toprovide for claims of creditors and the requirements of otherapplicable law. There will be no redemption rights or liquidatingdistributions with respect to our warrants, which will expire worthlessif we fail to consummate an initial business combination within18 months from the closing of this offering (or up to 24 months fromthe closing of this offering if we extend the period of time toconsummate a business combination, subject to our sponsordepositing additional funds in the trust account, as described in moredetail in this prospectus).

Our sponsor and each member of our management team have enteredinto an agreement with us, pursuant to which they have agreed towaive their rights to liquidating distributions from the trust accountwith respect to any founder shares they hold if we fail to consummatean initial business combination within 18 months from the closing ofthis offering (or up to 24 months from the closing of this offering ifwe extend the period of time to consummate a business combination,subject to our sponsor depositing additional funds in the trust account,as described in more detail in this prospectus), (although they will beentitled to liquidating distributions from the trust account with respectto any public shares they hold if we fail to complete our initialbusiness combination within the prescribed time frame).

The underwriter has agreed to waive its rights to its deferredunderwriting commission held in the trust account in the event we donot consummate an initial business combination within 18 monthsfrom the closing of this offering (or up to 24 months from the closingof this offering if we extend the period of time to consummate abusiness combination, subject to our sponsor depositing additionalfunds in the trust account, as described in more detail in thisprospectus) and, in such event, such amounts will be included withthe funds held in the trust account that will be available to fund theredemption of our public shares.

Our sponsor, executive officers and directors have agreed, pursuant toa written agreement with us, that they will not propose anyamendment to our amended and restated memorandum and articles ofassociation (A) that would modify the substance or timing of ourobligation to provide holders of our Class A ordinary shares the rightto have their shares redeemed in connection with our initial businesscombination or to redeem 100% of our public shares if we do not

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complete our initial business combination within 18 months from theclosing of this offering (or up to 24 months from the closing of thisoffering if we extend the period of time to consummate a businesscombination, subject to our sponsor depositing additional funds in thetrust account, as described in more detail in this prospectus), or(B) with respect to any other provision relating to the rights of holdersof our Class A ordinary shares; unless we provide our publicshareholders with the opportunity to redeem their Class A ordinaryshares upon approval of any such amendment at a per-share price,payable in cash, equal to the aggregate amount then on deposit in thetrust account, including interest earned on the funds held in the trustaccount and not previously released to us to pay our income taxes, ifany, divided by the number of the then-outstanding public shares,subject to the limitations described above adjacent to the caption“Limitations on redemptions.” For example, our Board of Directorsmay propose such an amendment if it determines that additional timeis necessary to complete our initial business combination. In suchevent, we will conduct a proxy solicitation and distribute proxymaterials pursuant to Regulation 14Aof the Exchange Act seeking shareholder approval of such proposaland, in connection therewith, provide our public shareholders with theredemption rights described above upon shareholder approval of suchamendment. This redemption right shall apply in the event of theapproval of any such amendment, whether proposed by our sponsor,any executive officer or director, or any other person.

Our amended and restated memorandum and articles of associationwill provide that, if we wind up for any other reason prior to theconsummation of our initial business combination, we will follow theforegoing procedures with respect to the liquidation of the trustaccount as promptly as reasonably possible but not more than tenbusiness days thereafter, subject to applicable Cayman Islands law.

Limited payments to insiders . . . . . . . . . There will be no finder’s fees, reimbursements or cash paymentsmade by the company to our sponsor, officers or directors, or theiraffiliates, for services rendered to us prior to or in connection with thecompletion of our initial business combination, other than thefollowing payments, none of which will be made from the proceedsof this offering and the sale of the private placement warrants held inthe trust account prior to the completion of our initial businesscombination:

• Repayment of up to an aggregate of $500,000 in loans made to usby our sponsor to cover offering-related and organizationalexpenses;

• Reimbursement for office space, secretarial and administrativeservices provided to us by an affiliate of our sponsor, in theamount of $10,000 per month;

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• Reimbursement for any out-of-pocket expenses related toidentifying, investigating, negotiating and completing an initialbusiness combination; and

• Repayment of loans which may be made by our sponsor or anaffiliate of our sponsor or certain of our officers and directors tofinance transaction costs in connection with an intended initialbusiness combination. Up to $1,500,000 of such loans may beconvertible into warrants of the post-business combination entityat a price of $1.50 per warrant at the option of the lender. Thewarrants would be identical to the private placement warrants.Except for the foregoing, the terms of such loans, if any, have notbeen determined and no written agreements exist with respect tosuch loans.

Any such payments will be made either (i) prior to our initial businesscombination using proceeds of this offering and the sale of the privateplacement warrants held outside the trust account or from loans madeto us by our sponsor or an affiliate of our sponsor or certain of ourofficers and directors or (ii) in connection with or after theconsummation of our initial business combination.

Audit Committee . . . . . . . . . . . . . . . . . . . We will establish and maintain an audit committee, which will becomposed entirely of independent directors. Among itsresponsibilities, the audit committee will review on a quarterly basisall payments that were made by us to our sponsor, officers ordirectors, or their affiliates and monitor compliance with the otherterms relating to this offering. If any noncompliance is identified,then the audit committee will be charged with the responsibility topromptly take all action necessary to rectify such noncompliance orotherwise to cause compliance with the terms of this offering. Formore information, see the section entitled “Management—Committees of the Board of Directors—Audit Committee.”

Risks

We are a newly incorporated company that has conducted no operations and has generated no revenues.Until we complete our initial business combination, we will have no operations and will generate no operatingrevenues. In making your decision whether to invest in our securities, you should take into account not only thebackground of our management team, but also the special risks we face as a blank check company. This offeringis not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you willnot be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additionalinformation concerning how Rule 419 blank check offerings differ from this offering, please see “ProposedBusiness—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You shouldcarefully consider these and the other risks set forth in the section entitled “Risk Factors” of this prospectus.

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Summary of Risk Factors

An investment in our securities involves a high degree of risk. You should consider carefully all of the risksdescribed below, together with the other information contained in this prospectus, before making a decision toinvest in our units. If any of the following events occur, our business, financial condition and operating resultsmay be materially adversely affected. In that event, the trading price of our securities could decline, and youcould lose all or part of your investment. Such risks include, but are not limited to:

• We are a recently incorporated company with no operating history and no revenues, and you have nobasis on which to evaluate our ability to achieve our business objective.

• Past performance by our management team or their respective affiliates may not be indicative of futureperformance of an investment in the company.

• Our shareholders may not be afforded an opportunity to vote on our proposed initial businesscombination, which means we may complete our initial business combination even though a majorityof our public shareholders do not support such a combination.

• If we seek shareholder approval of our initial business combination, our sponsor and members of ourmanagement team have agreed to vote in favor of such initial business combination, regardless of howour public shareholders vote.

• The ability of our public shareholders to redeem their shares for cash may make our financial conditionunattractive to potential business combination targets, which may make it difficult for us to enter into abusiness combination with a target.

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

• We may not be able to consummate an initial business combination within 18 months after the closingof this offering, (or up to 24 months from the closing of this offering if we extend the period of time toconsummate a business combination), in which case we would cease all operations except for thepurpose of winding up and we would redeem our public shares and liquidate.

• You will not have any rights or interests in funds from the trust account, except under certain limitedcircumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares orwarrants, potentially at a loss.

• NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability tomake transactions in our securities and subject us to additional trading restrictions.

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

• The securities in which we invest the funds held in the trust account could bear a negative rate ofinterest, which could reduce the value of the assets held in trust such that the per-share redemptionamount received by public shareholders may be less than $10.20 per share.

• If we have not consummated an initial business combination within 18 months from the closing of thisoffering, (or up to 24 months from the closing of this offering if we extend the period of time toconsummate a business combination), our public shareholders may be forced to wait beyond suchperiod before redemption from our trust account.

• Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we holdprior to our initial business combination.

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• The grant of registration rights to our sponsor may make it more difficult to complete our initialbusiness combination, and the future exercise of such rights may adversely affect the market price ofour Class A ordinary shares.

• 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.

• Our executive officers and directors will allocate their time to other businesses thereby causingconflicts of interest in their determination as to how much time to devote to our affairs. This conflict ofinterest could have a negative impact on our ability to complete our initial business combination.

• Our officers and directors presently have, and any of them in the future may have, additional, fiduciaryor contractual obligations to other entities, including another blank check company, and, accordingly,may have conflicts of interest in determining to which entity a particular business opportunity shouldbe presented.

• We may engage in a business combination with one or more target businesses that have relationshipswith entities that may be affiliated with our sponsor, executive officers, directors or initial shareholderswhich may raise potential conflicts of interest.

• Since our sponsor, executive officers and directors will lose their entire investment in us if our initialbusiness combination is not completed (other than with respect to public shares they may acquireduring or after this offering), a conflict of interest may arise in determining whether a particularbusiness combination target is appropriate for our initial business combination.

• We may attempt to complete our initial business combination with a private company about whichlittle information is available, which may result in a business combination with a company that is not asprofitable as we suspected, if at all.

• We may seek business combination opportunities with a high degree of complexity that requiresignificant operational improvements, which could delay or prevent us from achieving our desiredresults.

• There is currently no market for our securities and a market for our securities may not develop, whichwould adversely affect the liquidity and price of our securities.

• We may reincorporate in another jurisdiction in connection with our initial business combination, andthe laws of such jurisdiction may govern some or all of our future material agreements and we may notbe able to enforce our legal rights.

SUMMARY FINANCIAL DATA

The following table summarizes the relevant financial data for our business and should be read with ourfinancial statements, which are included in this prospectus. We have not had any significant operations to date, soonly balance sheet data is presented.

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March 31, 2021

Balance Sheet Data: Actual As AdjustedWorking capital (deficiency)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(880,581) $242,666,337Total assets(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 896,918 $251,416,337Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 880,581 $ 20,672,930Value of Class A common stock that may be redeemed in connection with our

initial business combination ($10.00 per share) . . . . . . . . . . . . . . . . . . . . . . . . $ — $225,743,400Stockholder’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,337 $ 5,000,007

(1) The “as adjusted” calculation includes $204,000,000 cash held in trust from the proceeds of this offeringand the sale of the private placement warrants, plus $1,000,000 in cash held outside of the trust account,plus $16,337 of actual stockholders’ equity, plus $400,000 of director and officer liability insurancepremiums included in prepaid expenses as of March 31, 2021, less $7,000,000 of deferred underwritingcommissions.

(2) The “as adjusted” calculation includes $204,000,000 cash held in trust from the proceeds of this offeringand the sale of the private placement warrants, plus $1,000,000 in cash held outside of the trust account,plus $16,337 of actual stockholders’ equity, plus $400,000 of director and officer liability insurancepremiums included in prepaid expenses as of March 31, 2021.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risksdescribed below, together with the other information contained in this prospectus, before making a decision toinvest in our units. If any of the following events occur, our business, financial condition and operating resultsmay be materially adversely affected. In that event, the trading price of our securities could decline, and youcould lose all or part of your investment.

We are a recently incorporated company with no operating history and no revenues, and you have no basison which to evaluate our ability to achieve our business objective.

We are an exempted company incorporated under the laws of the Cayman Islands with no operating results,and we will not commence operations until obtaining funding through this offering. Because we lack anoperating history, you have no basis upon which to evaluate our ability to achieve our business objective ofcompleting our initial business combination with one or more target businesses. We have no plans, arrangementsor understandings with any prospective target business concerning a business combination and may be unable tocomplete our initial business combination. If we fail to complete our initial business combination, we will nevergenerate any operating revenues.

Past performance by our management team or their respective affiliates may not be indicative of futureperformance of an investment in us.

Information regarding performance is presented for informational purposes only. Any past experience orperformance of our management team and their respective affiliates is not a guarantee of either (i) our ability tosuccessfully identify and execute a transaction or (ii) success with respect to any business combination that wemay consummate. You should not rely on the historical record of our management team or their respectiveaffiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to,generate going forward. Our management has no experience in operating special purpose acquisition companies.

Our shareholders may not be afforded an opportunity to vote on our proposed initial businesscombination, which means we may complete our initial business combination even though a majority ofour shareholders do not support such a combination.

We may choose not to hold a shareholder vote before we complete our initial business combination if thebusiness combination would not require shareholder approval under applicable law or stock exchange listingrequirements. For instance, if we were seeking to acquire a target business where the consideration we werepaying in the transaction was all cash, we would typically not be required to seek shareholder approval tocomplete such a transaction. Except as required by applicable law or stock exchange listing requirement, thedecision as to whether we will seek shareholder approval of a proposed business combination or will allowshareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will bebased on a variety of factors, such as the timing of the transaction and whether the terms of the transaction wouldotherwise require us to seek shareholder approval. Accordingly, we may complete our initial businesscombination even if holders of a majority of our issued and outstanding ordinary shares do not approve of thebusiness combination we complete.

Please see the section entitled “Proposed Business—Shareholders May Not Have the Ability to ApproveOur Initial Business Combination” for additional information.

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In evaluating a prospective target business for our initial business combination, our management mayconsider the availability of funds from the sale of the forward purchase shares, which may be used as partof the consideration to the sellers in the initial business combination. If for any reason the FPA Purchaserdoes not consummate the purchase of all or some of the forward purchase shares, we may lack sufficientfunds to consummate our initial business combination.

We have entered into two forward purchase agreements with Target Global Selected Opportunities,LLC Series Selenium (the “FPA Purchaser”), pursuant to which the FPA Purchaser agreed to purchase (1) anaggregate of 2,500,000 Class A ordinary shares for $10.00 per share (the “firm forward purchase shares”), oran aggregate amount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 Class A ordinary sharesfor $10.00 per share (the “additional forward purchase shares”, and together with the firm forward purchaseshares, the “forward purchase shares”), or an aggregate maximum amount of up to $25,000,000, in each case,in a private placement that may close simultaneously with the closing of our initial business combination. Thefunds from the sale of the forward purchase shares, if any, are expected to be used as part of the consideration tothe sellers in our initial business combination, and to pay expenses in connection with our initial businesscombination and may be used for working capital in the post-business combination company. The obligationsunder the forward purchase agreements do not depend on whether any public stockholders elect to redeem theirshares in connection with our initial business combination. However, if the sale of the forward purchase sharesdoes not close, for example, by reason of the failure of the FPA Purchaser to fund the purchase price for some orall of the forward purchase shares, we may lack sufficient funds to consummate our initial business combination.In addition, if the purchase of some or all of the forward purchase shares fails for any reason, the post-businesscombination company may not have enough cash available for working capital. The FPA Purchaser’s obligationsto purchase forward purchase shares will be subject to certain conditions, including that our initial businesscombination must be consummated substantially concurrently with the purchase of the forward purchase sharesand, in the case of the additional forward purchase shares a requirement, among other things, that such initialbusiness combination is reasonably acceptable to the FPA Purchaser. Additionally, the FPA Purchaser’sobligations to purchase the forward purchase shares will be subject to termination prior to the closing of the saleof such securities by mutual written consent of the Company and such party, or automatically: (i) if this offeringis not consummated on or prior to 180 days from the day of the forward purchase agreements; (ii) if our initialbusiness combination is not consummated within 24 months from the closing of this offering, unless extended upto a maximum of sixty (60) days in accordance with our amended and restated memorandum and articles ofassociation; or (iii) if we become subject to any voluntary or involuntary petition under the United States federalbankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days afterbeing filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of us, ineach case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. In theevent of any such failure to fund by the FPA Purchaser, any obligation is so terminated or any such condition isnot satisfied and not waived by such party, we may not be able to obtain additional funds to account for suchshortfall on terms favorable to us or at all and may be unable to consummate our initial business combination.Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business combination company.

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

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specificmerits or risks of any target businesses. Since our Board of Directors may complete a business combinationwithout seeking shareholder approval, public shareholders may not have the right or opportunity to vote on thebusiness combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affectthe investment decision regarding a potential business combination may be limited to exercising your redemptionrights within the period of time (which will be at least 20 business days) set forth in our tender offer documentsmailed to our public shareholders in which we describe our initial business combination.

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

Our sponsor will own, on an as-converted basis, 20% of our outstanding ordinary shares immediatelyfollowing the completion of this offering. Our sponsor and members of our management team also may fromtime to time purchase Class A ordinary shares prior to our initial business combination. Our amended andrestated memorandum and articles of association will provide that, if we seek shareholder approval, we willcomplete our initial business combination only if we obtain the approval of an ordinary resolution under CaymanIslands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at ageneral meeting of the company. As a result, in addition to our initial shareholders’ founder shares, we wouldneed 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option isnot exercised) of the 20,000,000 public shares sold in this offering to be voted in favor of an initial businesscombination in order to have our initial business combination approved. Accordingly, if we seek shareholderapproval of our initial business combination, the agreement by our sponsor and each member of our managementteam to vote in favor of our initial business combination will increase the likelihood that we will receive therequisite shareholder approval for such initial business combination.

The ability of our public shareholders to redeem their shares for cash may make our financial conditionunattractive to potential business combination targets, which may make it difficult for us to enter into abusiness combination with a target.

We may seek to enter into a business combination transaction agreement with a prospective target thatrequires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many publicshareholders exercise their redemption rights, we would not be able to meet such closing condition and, as aresult, would not be able to proceed with the business combination. Furthermore, in no event will we redeem ourpublic shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do notthen become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submittedredemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amountnecessary to satisfy a closing condition as described above, we would not proceed with such redemption and therelated business combination and may instead search for an alternate business combination. Prospective targetswill be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

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

At the time we enter into an agreement for our initial business combination, we will not know how manyshareholders may exercise their redemption rights, and therefore will need to structure the transaction based onour expectations as to the number of shares that will be submitted for redemption. If a large number of shares aresubmitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash inthe trust account or arrange for additional third-party financing. Raising additional third-party financing mayinvolve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The aboveconsiderations may limit our ability to complete the most desirable business combination available to us oroptimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriterwill not be adjusted for any shares that are redeemed in connection with an initial business combination. Theper-share amount we will distribute to shareholders who properly exercise their redemption rights will not bereduced by the deferred underwriting commission and after such redemptions, the amount held in trust willcontinue to reflect our obligation to pay the entire deferred underwriting commissions.

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The ability of our public shareholders to exercise redemption rights with respect to a large number of ourshares could increase the probability that our initial business combination would be unsuccessful and thatyou would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement requires us to use a portion of the cash in the trust account topay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that ourinitial business combination would be unsuccessful is increased. If our initial business combination isunsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate thetrust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. Ineither situation, you may suffer a material loss on your investment or lose the benefit of funds expected inconnection with our redemption until we liquidate or you are able to sell your shares in the open market.

The requirement that we consummate an initial business combination within 18 months (or up to 24months from the closing of this offering if we extend the period of time to consummate a businesscombination) after the closing of this offering may give potential target businesses leverage over us innegotiating a business combination and may limit the time we have in which to conduct due diligence onpotential business combination targets, in particular as we approach our dissolution deadline, which couldundermine our ability to complete our initial business combination on terms that would produce value forour shareholders.

Any potential target business with which we enter into negotiations concerning a business combination willbe aware that we must consummate an initial business combination within 18 months from the closing of thisoffering (or up to 24 months from the closing of this offering if we extend the period of time to consummate abusiness combination, subject to our sponsor depositing additional funds in the trust account). Consequently,such target business may obtain leverage over us in negotiating a business combination, knowing that if we donot complete our initial business combination with that particular target business, we may be unable to completeour initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into ourinitial business combination on terms that we would have rejected upon a more comprehensive investigation.

Our search for a business combination, and any target business with which we ultimately consummate abusiness combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak andthe status of debt and equity markets.

Since late 2019, the COVID-19 pandemic has caused substantial disruption to global economies andmarkets and the virus has continued to spread on a global scale. The COVID-19 outbreak and a significantoutbreak of other infectious diseases, including the resurgence or variants thereof, could result in a widespreadhealth crisis that could adversely affect the economies and financial markets worldwide, and the business of anypotential target business with which we consummate a business combination could be materially and adverselyaffected. Furthermore, we may be unable to complete a business combination if continued concerns relating toCOVID-19 continues to restrict travel, limit the ability to have meetings with potential investors or the targetcompany’s personnel, vendors and services providers are unavailable to negotiate and consummate a transactionin a timely manner. The extent to which COVID-19 impacts our search for a business combination will dependon future developments, which are highly uncertain and cannot be predicted, including new information whichmay emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact,among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensiveperiod of time, our ability to consummate a business combination, or the operations of a target business withwhich we ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debtfinancing which may be impacted by COVID-19 and other events, including as a result of increased marketvolatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

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

We may not be able to consummate an initial business combination within 18 months after the closing ofthis offering, in which case we would cease all operations except for the purpose of winding up and wewould redeem our public shares and liquidate.

We may not be able to find a suitable target business and consummate an initial business combinationwithin 18 months after the closing of this offering (or up to 24 months from the closing of this offering if weextend the period of time to consummate a business combination). Our ability to complete our initial businesscombination may be negatively impacted by general market conditions, volatility in the capital and debt marketsand the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S.and globally, and, while the extent of the impact of the outbreak on us will depend on future developments, itcould limit our ability to complete our initial business combination, including as a result of increased marketvolatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or atall. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If wehave not consummated an initial business combination within such applicable time period, we will: (i) cease alloperations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than tenbusiness days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account, including interest earned on the funds held in the trust account andnot previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolutionexpenses), divided by the number of the then-outstanding public shares, which redemption will completelyextinguish public shareholders’ rights as shareholders (including the right to receive further liquidationdistributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to theapproval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in the case ofclauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and therequirements of other applicable law. Our amended and restated memorandum and articles of association willprovide that, if we wind up for any other reason prior to the consummation of our initial business combination,we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly asreasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. Ineither such case, our public shareholders may receive only $10.20 per public share, or less than $10.20 per publicshare, on the redemption of their shares, and our warrants will expire worthless. See “—If third parties bringclaims against us, the proceeds held in the trust account could be reduced and the per-share redemption amountreceived by shareholders may be less than $10.20 per public share” and other risk factors herein.

If we seek shareholder approval of our initial business combination, our sponsor, directors, executiveofficers, advisors and their affiliates may elect to purchase public shares or warrants, which may influencea vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares orpublic warrants.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our sponsor, directors,executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiatedtransactions or in the open market either prior to or following the completion of our initial business combination,although they are under no obligation to do so. However, they have no current commitments, plans or intentionsto engage in such transactions and have not formulated any terms or conditions for any such transactions. Noneof the funds in the trust account will be used to purchase public shares or warrants in such transactions.

In the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares inprivately negotiated transactions from public shareholders who have already elected to exercise their redemptionrights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The

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purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase thelikelihood of obtaining shareholder approval of the business combination, (2) reduce the number of publicwarrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval inconnection with our initial business combination or (3) satisfy a closing condition in an agreement with a targetthat requires us to have a minimum net worth or a certain amount of cash at the closing of our initial businesscombination, where it appears that such requirement would otherwise not be met. Any such purchases of oursecurities may result in the completion of our initial business combination that may not otherwise have beenpossible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or publicwarrants may be reduced and the number of beneficial holders of our securities may be reduced, which maymake it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securitiesexchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to theextent such purchasers are subject to such reporting requirements. See “Proposed Business—Effecting Our InitialBusiness Combination—Permitted Purchases and Other Transactions with Respect to Our Securities” for adescription of how our sponsor, directors, executive officers, advisors or their affiliates will select whichshareholders to purchase securities from in any private transaction.

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

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions inconnection with our initial business combination. Despite our compliance with these rules, if a shareholder failsto receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become awareof the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable,that we will furnish to holders of our public shares in connection with our initial business combination willdescribe the various procedures that must be complied with in order to validly redeem or tender public shares. Inthe event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See“Proposed Business—Effecting Our Initial Business Combination—Tendering Share Certificates in Connectionwith a Tender Offer or Redemption Rights.”

You will not have any rights or interests in funds from the trust account, except under certain limitedcircumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares orwarrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest tooccur of: (i) our completion of an initial business combination, and then only in connection with those Class Aordinary 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 ouramended and restated memorandum and articles of association (A) to modify the substance or timing of ourobligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connectionwith our initial business combination or to redeem 100% of our public shares if we do not complete our initialbusiness combination within 18 months from the closing of this offering (or up to 24 months from the closing ofthis offering if we extend the period of time to consummate a business combination), or (B) with respect to anyother provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of ourpublic shares if we have not consummated an initial business within 18 months from the closing of this offering(or up to 24 months from the closing of this offering if we extend the period of time to consummate a businesscombination), subject to applicable law and as further described herein. Public shareholders who redeem theirClass A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentenceshall not be entitled to funds from the trust account upon the subsequent completion of an initial businesscombination or liquidation if we have not consummated an initial business combination within 18 months fromthe closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time toconsummate a business combination), with respect to such Class A ordinary shares so redeemed. In no other

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circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders ofwarrants will not have any right to the proceeds held in the trust account with respect to the warrants.Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially ata loss.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to maketransactions in our securities and subject us to additional trading restrictions.

We intend to apply to have our units listed on Nasdaq on or promptly after the date of this prospectus andour Class A ordinary shares and warrants on or promptly after their date of separation. We cannot guarantee thatour securities will be approved for listing on Nasdaq. Although after giving effect to this offering we expect tomeet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, wecannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to ourinitial business combination. In order to continue listing our securities on Nasdaq prior to our initial businesscombination, we must maintain certain financial, distribution and share price levels.

Generally, we must maintain market value of listed securities ($50 million), a minimum number of publiclyheld shares (1.1 million), a minimum market value of publicly held securities ($15 million), a minimum numberof holders of our securities (generally 400 public holders) and have at least four registered and active marketmakers. Additionally, in connection with our initial business combination, we expect to be required todemonstrate compliance with the initial listing requirements of Nasdaq or another national securities exchange,which are generally more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintainthe listing of our securities on Nasdaq. We cannot assure you that we will be able to meet those initial listingrequirements at that time.

If the Nasdaq delists any of our securities from trading on its exchange and we are not able to list oursecurities on another national securities exchange, we expect such securities could be quoted on anover-the-counter market. If this were to occur, we could face significant material adverse consequences,including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that our Class A ordinary shares are a “penny stock” which will require brokers tradingin our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level oftrading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preemptsthe states from regulating the sale of certain securities, which are referred to as “covered securities.” Because weexpect that our units and eventually our Class A ordinary shares and warrants will be listed on the Nasdaq ourunits, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although thestates are preempted from regulating the sale of covered securities, the federal statute does allow the states toinvestigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then thestates can regulate or bar the sale of covered securities in a particular case. While we are not aware of a statehaving used these powers to prohibit or restrict the sale of securities issued by blank check companies, other thanthe State of Idaho, certain state securities regulators view blank check companies unfavorably and might usethese powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in theirstates. Further, if we were no longer listed on the Nasdaq, our securities would not qualify as covered securitiesunder the statute and we would be subject to regulation in each state in which we offer our securities.

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You will not be entitled to protections normally afforded to investors of many other blank checkcompanies.

Since the net proceeds of this offering and the sale of the private placement warrants are intended to be usedto complete an initial business combination with a target business that has not been selected, we may be deemedto be a “blank check” company under the United States securities laws. However, because we will have nettangible assets in excess of $5,000,000 upon the completion of this offering and the sale of the private placementwarrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things,this means our units will be immediately tradable and we will have a longer period of time to complete our initialbusiness combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless anduntil the funds in the trust account were released to us in connection with our completion of an initial businesscombination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see“Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”

If we seek shareholder approval of our initial business combination and we do not conduct redemptionspursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% ofour Class A ordinary shares.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association will provide that a public shareholder, together with any affiliate of suchshareholder or any other person with whom such shareholder is acting in concert or as a “group” (as definedunder Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering, which we refer to as the “Excess Shares,” without our priorconsent. However, we would not be restricting our shareholders’ ability to vote all of their shares (includingExcess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares willreduce your influence over our ability to complete our initial business combination and you could suffer amaterial loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, youwill not receive redemption distributions with respect to the Excess Shares if we complete our initial businesscombination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order todispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

Because of our limited resources and the significant competition for business combination opportunities, itmay be more difficult for us to complete our initial business combination. If we have not consummated ourinitial business combination within the required time period, our public shareholders may receive onlyapproximately $10.20 per public share, or less in certain circumstances, on the liquidation of our trustaccount and our warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours,including private investors (which may be individuals or investment partnerships), other blank check companiesand other entities, domestic and international, competing for the types of businesses we intend to acquire. Manyof 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 ofthese competitors possess greater technical, human and other resources or more local industry knowledge thanwe do and our financial resources will be relatively limited when contrasted with those of many of thesecompetitors. While we believe there are numerous target businesses we could potentially acquire with the netproceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to theacquisition of certain target businesses that are sizable will be limited by our available financial resources. This

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inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at thetime of our initial business combination in conjunction with a shareholder vote or via a tender offer. Targetcompanies will be aware that this may reduce the resources available to us for our initial business combination.Any of these obligations may place us at a competitive disadvantage in successfully negotiating a businesscombination. If we have not consummated our initial business combination within the required time period, ourpublic shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, onthe liquidation of our trust account and our warrants will expire worthless. See “—If third parties bring claimsagainst us, the proceeds held in the trust account could be reduced and the per-share redemption amount receivedby shareholders may be less than $10.20 per public share” and other risk factors herein.

If the net proceeds of this offering and the sale of the private placement warrants not being held in thetrust account are insufficient to allow us to operate for the 18 months following the closing of this offering(or up to 24 months from the closing of this offering if we extend the period of time to consummate abusiness combination), it could limit the amount available to fund our search for a target business orbusinesses and our ability to complete our initial business combination, and we will depend on loans fromour sponsor, its affiliates or members of our management team to fund our search and to complete ourinitial business combination.

Of the net proceeds of this offering and the sale of the private placement warrants, only approximately$1,000,000 will be available to us initially outside the trust account to fund our working capital requirements. Webelieve that, upon the closing of this offering, the funds available to us outside of the trust account, together withfunds available from loans from our sponsor, its affiliates or members of our management team will be sufficientto allow us to operate for at least the 18 months following the closing of this offering (or up to 24 months fromthe closing of this offering if we extend the period of time to consummate a business combination); however, wecannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our managementteam are under no obligation to advance funds to us in such circumstances. Of the funds available to us, weexpect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for atarget business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (aprovision in letters of intent designed to keep target businesses from “shopping” around for transactions withother companies or investors on terms more favorable to such target businesses) with respect to a particularproposed business combination, although we do not have any current intention to do so. If we entered into a letterof intent where we paid for the right to receive exclusivity from a target business and were subsequently requiredto forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds tocontinue searching for, or conduct due diligence with respect to, a target business.

In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess withfunds not to be held in the trust account. In such case, unless funded by the proceeds of loans available from oursponsor, its affiliates or members of our management team the amount of funds we intend to be held outside thetrust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses areless than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account wouldincrease by a corresponding amount. The amount held in the trust account will not be impacted as a result of suchincrease or decrease. If we are required to seek additional capital, we would need to borrow funds from oursponsor, its affiliates, members of our management team or other third parties to operate or may be forced toliquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to usin such circumstances. Any such advances may be repaid only from funds held outside the trust account or fromfunds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may beconvertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option ofthe lender. The warrants would be identical to the private placement warrants. Prior to the completion of ourinitial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates ormembers of our management team as we do not believe third parties will be willing to loan such funds andprovide a waiver against any and all rights to seek access to funds in our trust account. If we have not

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consummated our initial business combination within the required time period because we do not have sufficientfunds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, ourpublic shareholders may only receive an estimated $10.20 per public share, or possibly less, on our redemption ofour public shares, and our warrants will expire worthless. See “—If third parties bring claims against us, theproceeds held in the trust account could be reduced and the per-share redemption amount received byshareholders may be less than $10.20 per public share” and other risk factors herein.

Subsequent to our completion of our initial business combination, we may be required to take write-downsor write-offs, restructuring and impairment or other charges that could have a significant negative effecton our financial condition, results of operations and the price of our securities, which could cause you tolose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assureyou that this diligence will identify all material issues with a particular target business, that it would be possibleto uncover all material issues through a customary amount of due diligence, or that factors outside of the targetbusiness and outside of our control will not later arise. As a result of these factors, we may be forced to laterwrite-down or write-off assets, restructure our operations, or incur impairment or other charges that could resultin our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may ariseand previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Eventhough these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that wereport charges of this nature could contribute to negative market perceptions about us or our securities. Inaddition, charges of this nature may cause us to violate net worth or other covenants to which we may be subjectas a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combinationdebt financing. Accordingly, any holders who choose to retain their securities following the businesscombination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedyfor such reduction in value.

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

Our placing of funds in the trust account may not protect those funds from third-party claims against us.Although we will seek to have all vendors, service providers, prospective target businesses and other entities withwhich we do business execute agreements with us waiving any right, title, interest or claim of any kind in or toany monies held in the trust account for the benefit of our public shareholders, such parties may not execute suchagreements, or even if they execute such agreements, they may not be prevented from bringing claims against thetrust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or othersimilar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gainadvantage 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, ourmanagement will perform an analysis of the alternatives available to it and will only enter into an agreement witha third-party that has not executed a waiver if management believes that such third-party’s engagement would besignificantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third-party that refuses to execute a waiver includethe engagement of a third-party consultant whose particular expertise or skills are believed by management to besignificantly superior to those of other consultants that would agree to execute a waiver or in cases wheremanagement is unable to find a service provider willing to execute a waiver. In addition, there is no guaranteethat such entities will agree to waive any claims they may have in the future as a result of, or arising out of, anynegotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.Upon redemption of our public shares, if we have not consummated an initial business combination within 18months from the closing of this offering (or up to 24 months from the closing of this offering if we extend theperiod of time to consummate a business combination), or upon the exercise of a redemption right in connection

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with our initial business combination, we will be required to provide for payment of claims of creditors that werenot waived that may be brought against us within the ten years following redemption. Accordingly, the per-shareredemption amount received by public shareholders could be less than the $10.20 per public share initially heldin the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed asan exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it willbe liable to us if and to the extent any claims by a third-party (other than our independent registered publicaccounting firm) for services rendered or products sold to us, or a prospective target business with which we havediscussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of(i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date ofthe liquidation of the trust account if less than $10.20 per public share due to reductions in the value of the trustassets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that suchliability will not apply to any claims by a third-party or prospective target business that executed a waiver of anyand all rights to seek access to the trust account nor will it apply to any claims under our indemnity of theunderwriter of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, inthe event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not beresponsible to the extent of any liability for such third-party claims.

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have weindependently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and webelieve that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that oursponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made againstthe trust account, the funds available for our initial business combination and redemptions could be reduced toless than $10.20 per public share. In such event, we may not be able to complete our initial business combination,and you would receive such lesser amount per share in connection with any redemption of your public shares.None of our officers or directors will indemnify us for claims by third parties including, without limitation,claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in areduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public shareand (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trustaccount if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net ofthe interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it is unable to satisfyits obligations or that it has no indemnification obligations related to a particular claim, our independent directorswould 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 oursponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercisingtheir business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. Ifour independent directors choose not to enforce these indemnification obligations, the amount of funds in thetrust account available for distribution to our public shareholders may be reduced below $10.00 per public share.

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

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, ourofficers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in thetrust account and to not seek recourse against the trust account for any reason whatsoever (except to the extentthey are entitled to funds from the trust account due to their ownership of public shares). Accordingly, anyindemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trustaccount or (ii) we consummate an initial business combination. Our obligation to indemnify our officers anddirectors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of theirfiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation

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against our officers and directors, even though such an action, if successful, might otherwise benefit us and ourshareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costsof settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest,which could reduce the value of the assets held in trust such that the per-share redemption amountreceived by public shareholders may be less than $10.00 per share.

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with amaturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under theInvestment Company Act, which invest only in direct U.S. government treasury obligations. While short-termU.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negativeinterest 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 futureadopt similar policies in the United States. In the event that we do not to complete our initial businesscombination or make certain amendments to our amended and restated memorandum and articles of association,our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plusany interest income earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolutionexpenses). Negative interest rates could reduce the value of the assets held in trust such that the per-shareredemption amount received by public shareholders may be less than $10.20 per share.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy orwinding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is notdismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of ourBoard of Directors may be viewed as having breached their fiduciary duties to our creditors, therebyexposing the members of our Board of Directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy orwinding-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 orinsolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy orinsolvency court could seek to recover some or all amounts received by our shareholders. In addition, our Boardof Directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in badfaith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trustaccount prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy orwinding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is notdismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholdersand the per-share amount that would otherwise be received by our shareholders in connection with ourliquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy orwinding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may beincluded in our bankruptcy estate and subject to the claims of third parties with priority over the claims of ourshareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that wouldotherwise be received by our shareholders in connection with our liquidation may be reduced.

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If we are deemed to be an investment company under the Investment Company Act, we may be requiredto institute burdensome compliance requirements and our activities may be restricted, which may make itdifficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may berestricted, including:

• restrictions on the nature of our investments; and

• restrictions on the issuance of securities,

each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

• registration as an investment company with the SEC;

• adoption of a specific form of corporate structure; and

• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulationsthat we are currently not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we canqualify 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, holdingor trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. governmentsecurities and cash items) on an unconsolidated basis. Our business will be to identify and complete a businesscombination and thereafter to operate the post-transaction business or assets for the long term. We do not plan tobuy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelatedbusinesses 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 proceeds held in the trust account may only be invested in United States “government securities”within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less orin money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment CompanyAct which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trusteeis not permitted to invest in other securities or assets. By restricting the investment of the proceeds to theseinstruments, and by having a business plan targeted at acquiring and growing businesses for the long term (ratherthan on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend toavoid being deemed an “investment company” within the meaning of the Investment Company Act. This offeringis not intended for persons who are seeking a return on investments in government securities or investmentsecurities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) thecompletion of our initial business combination; (ii) the redemption of any public shares properly tendered inconnection with a shareholder vote to amend our amended and restated memorandum and articles of association(A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares theright to have their shares redeemed in connection with our initial business combination or to redeem 100% of ourpublic shares if we do not complete our initial business combination within 18 months from the closing of thisoffering (or up to 24 months from the closing of this offering if we extend the period of time to consummate abusiness combination), or (B) with respect to any other provision relating to the rights of holders of our Class Aordinary shares (or up to 24 months from the closing of this offering if we extend the period of time toconsummate a business combination); or (iii) absent our completing an initial business combination within 18months from the closing of this offering, our return of the funds held in the trust account to our publicshareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above,we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to theInvestment Company Act, compliance with these additional regulatory burdens would require additional

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expenses for which we have not allotted funds and may hinder our ability to complete a business combination. Ifwe have not consummated our initial business combination within the required time period, our publicshareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on theliquidation of our trust account and our warrants will expire worthless.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affectour business, including our ability to negotiate and complete our initial business combination, and resultsof 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 monitoringof, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations andtheir interpretation and application may also change from time to time and those changes could have a materialadverse effect on our business, investments and results of operations. In addition, a failure to comply withapplicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business,including our ability to negotiate and complete our initial business combination, and results of operations.

If we have not consummated an initial business combination within 24 months from the closing of thisoffering, our public shareholders may be forced to wait beyond such 24 months before redemption fromour trust account.

If we have not consummated an initial business combination within 24 months from the closing of thisoffering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trustaccount and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to paydissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Anyredemption of public shareholders from the trust account will be effected automatically by function of ouramended and restated memorandum and articles of association prior to any voluntary winding up. If we arerequired to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our publicshareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply withthe applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 18 monthsfrom the closing of this offering (or up to 24 months from the closing of this offering if we extend the period oftime to consummate a business combination) before the redemption proceeds of our trust account becomeavailable to them, and they receive the return of their pro rata portion of the proceeds from our trust account. Wehave no obligation to return funds to investors prior to the date of our redemption or liquidation unless, priorthereto, we consummate our initial business combination or amend certain provisions of our amended andrestated memorandum and articles of association, and only then in cases where investors have sought to redeemtheir Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled todistributions if we do not complete our initial business combination and do not amend certain provisions of ouramended and restated memorandum and articles of association. Our amended and restated memorandum andarticles of association will provide that, if we wind up for any other reason prior to the consummation of ourinitial business combination, we will follow the foregoing procedures with respect to the liquidation of the trustaccount as promptly as reasonably possible but not more than ten business days thereafter, subject to applicableCayman Islands law.

Our shareholders may be held liable for claims by third parties against us to the extent of distributionsreceived by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could beviewed as an unlawful payment if it was proved that immediately following the date on which the distributionwas made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, aliquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directorsmay be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith,

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thereby exposing themselves and our company to claims, by paying public shareholders from the trust accountprior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us forthese reasons. We and our directors and officers who knowingly and willfully authorized or permitted anydistribution to be paid out of our share premium account while we were unable to pay our debts as they fall duein the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 andimprisonment for five years in the Cayman Islands.

We may not hold an annual general meeting of shareholders until after the consummation of our initialbusiness combination.

In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annualmeeting until one year after our first fiscal year end following our listing on the Nasdaq. There is no requirementunder the Companies Act for us to hold annual or extraordinary general meetings to elect directors. Until we holdan annual general meeting, public shareholders may not be afforded the opportunity to elect directors and todiscuss company affairs with management. Our Board of Directors is divided into three classes with only oneclass of directors being appointed in each year and each class (except for those directors appointed prior to ourfirst annual general meeting) serving a three-year term.

Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we holdprior to our initial business combination.

Prior to our initial business combination, only holders of our founder shares will have the right to vote onthe appointment of directors. Holders of our public shares will not be entitled to vote on the appointment ofdirectors during such time. In addition, prior to our initial business combination, holders of a majority of ourfounder shares may remove a member of the board of directors for any reason. Accordingly, you may not haveany say in the management of our company prior to the consummation of an initial business combination.

You will not be permitted to exercise your warrants unless we register and qualify the underlying Class Aordinary shares or certain exemptions are available.

While we have registered the Class A ordinary shares issuable upon exercise of the warrants under theSecurities Act as part of the registration statement of which this prospectus forms a part, we do not plan onkeeping a prospectus current until required to do so pursuant to the warrant agreement. Under the terms of thewarrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days afterthe closing of our initial business combination, we will use our commercially reasonable efforts to file with theSEC a post-effective amendment to the registration statement of which this prospectus forms a part or a newregistration statement registering, under the Securities Act, the issuance of such shares, and we will use ourcommercially reasonable efforts to cause the same to become effective within 60 business days after the closingof our initial business combination and to maintain the effectiveness of such registration statement and a currentprospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assureyou that we will be able to do so if, for example, any facts or events arise which represent a fundamental changein the information set forth in the registration statement or prospectus, the financial statements contained orincorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the sharesissuable upon exercise of the warrants are not registered under the Securities Act in accordance with the aboverequirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case,the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula.However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue anyshares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise isregistered or qualified under the securities laws of the state of the exercising holder, or an exemption fromregistration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exerciseof a warrant not listed on a national securities exchange such that they satisfy the definition of a “coveredsecurity” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants

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who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the SecuritiesAct and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, butwe will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky lawsto the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect ofreducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold asmaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event willwe be required to net cash settle any warrant, or issue securities or other compensation in exchange for thewarrants in the event that we are unable to register or qualify the shares underlying the warrants under applicablestate securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants isnot so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not beentitled to exercise such warrant and such warrant may have no value and expire worthless. In such event,holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase pricesolely for the Class A ordinary shares included in the units. There may be a circumstance where an exemptionfrom registration exists for holders of our private placement warrants to exercise their warrants while acorresponding exemption does not exist for holders of the public warrants included as part of units sold in thisoffering. In such an instance, our sponsor and its permitted transferees (which may include our directors andexecutive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrantswhile holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinaryshares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we areunable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securitieslaws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable toexercise their warrants.

The warrants may become exercisable and redeemable for a security other than the Class A ordinaryshares, and you will not have any information regarding such other security at this time.

In certain situations, including if we are not the surviving entity in our initial business combination, thewarrants may become exercisable for a security other than the Class A ordinary shares. As a result, if thesurviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive asecurity in a company of which you do not have information at this time. Pursuant to the warrant agreement, thesurviving company will be required to use commercially reasonable efforts to register the issuance of the securityunderlying the warrants within twenty business days of the closing of an initial business combination.

The grant of registration rights to our sponsor may make it more difficult to complete our initial businesscombination, and the future exercise of such rights may adversely affect the market price of our Class Aordinary shares.

Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor and itspermitted transferees can demand that we register the resale of the Class A ordinary shares into which foundershares are convertible and the private placement warrants and the Class A ordinary shares issuable upon exerciseof the private placement warrants, and warrants that may be issued upon conversion of working capital andextension loans and the Class A ordinary shares issuable upon conversion of such warrants. In addition, pursuantto the forward purchase agreement, we intend to agree that we will use our commercially reasonable efforts tofile within 45 days after the closing of the initial business combination a registration statement with the SEC for asecondary offering of the forward purchase shares and to cause such registration statement to be declaredeffective as soon as practicable after it is filed. We will bear the cost of registering these securities. Theregistration and availability of such a significant number of securities for trading in the public market may havean adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registrationrights may make our initial business combination more costly or difficult to conclude. This is because theshareholders of the target business may increase the equity stake they seek in the combined entity or ask for morecash consideration to offset the negative impact on the market price of our securities that is expected when thesecurities owned by our sponsor, the holders of our forward purchase shares or its or their permitted transfereesare registered for resale.

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

We may pursue business combination opportunities in any sector, except that we will not, under ouramended and restated memorandum and articles of association, be permitted to effectuate our initial businesscombination solely with another blank check company or similar company with nominal operations. Because wehave not yet selected or approached any specific target business with respect to a business combination, there isno basis to evaluate the possible merits or risks of any particular target business’s operations, results ofoperations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial businesscombination, 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 ofsales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstableor a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent ina particular target business, we cannot assure you that we will properly ascertain or assess all of the significantrisk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks maybe outside of our control and leave us with no ability to control or reduce the chances that those risks willadversely impact a target business. We also cannot assure you that an investment in our units will ultimatelyprove to be more favorable to investors than a direct investment, if such opportunity were available, in a businesscombination target. Accordingly, any holders who choose to retain their securities following the businesscombination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedyfor such reduction in value.

We may seek acquisition opportunities in industries or sectors which may or may not be outside of ourmanagement’s area of expertise.

We will consider a business combination outside of our management’s area of expertise if a businesscombination target is presented to us and we determine that such candidate offers an attractive acquisitionopportunity for our company. Although our management will endeavor to evaluate the risks inherent in anyparticular business combination target, we cannot assure you that we will adequately ascertain or assess all of thesignificant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to beless favorable to investors in this offering than a direct investment, if an opportunity were available, in a businesscombination target. In the event we elect to pursue an acquisition outside of the areas of our management’sexpertise, our management’s expertise may not be directly applicable to its evaluation or operation, and theinformation contained in this prospectus regarding the areas of our management’s expertise would not berelevant to an understanding of the business that we elect to acquire. As a result, our management may not beable to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose toretain their securities following the business combination could suffer a reduction in the value of their securities.Such holders are unlikely to have a remedy for such reduction in value.

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

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it ispossible that a target business with which we enter into our initial business combination will not have all of thesepositive attributes. If we complete our initial business combination with a target that does not meet some or all ofthese guidelines, such combination may not be as successful as a combination with a business that does meet allof our general criteria and guidelines. In addition, if we announce a prospective business combination with atarget that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their

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redemption rights, which may make it difficult for us to meet any closing condition with a target business thatrequires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of thetransaction is required by applicable law or stock exchange listing requirements, or we decide to obtainshareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approvalof our initial business combination if the target business does not meet our general criteria and guidelines. If wehave not consummated our initial business combination within the required time period, our public shareholdersmay receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation ofour trust account and our warrants will expire worthless.

We are not required to obtain an opinion from an independent accounting or investment banking firm,and consequently, you may have no assurance from an independent source that the price we are paying forthe business is fair to our shareholders from a financial point of view.

Unless we complete our initial business combination with an affiliated entity, we are not required to obtainan opinion from an independent investment banking firm that is a member of FINRA or another independent firmthat commonly renders valuation opinions for the type of company we are seeking to acquire or an independentaccounting firm that the price we are paying is fair to our shareholders from a financial point of view. If noopinion is obtained, our shareholders will be relying on the judgment of our Board of Directors, who willdetermine fair market value based on standards generally accepted by the financial community. Such standardsused will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initialbusiness combination.

We may issue additional Class A ordinary shares or preference shares to complete our initial businesscombination or under an employee incentive plan after completion of our initial business combination. Wemay also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater thanone-to-one at the time of our initial business combination as a result of the anti-dilution provisionscontained in our amended and restated memorandum and articles of association. Any such issuanceswould dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association will authorize the issuance of up to500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value$0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. Immediately after this offering,there will be 475,000,000 and 43,750,000 (assuming in each case that the underwriter has not exercised its over-allotment option and the forfeiture of 750,000 Class B ordinary shares) authorized but unissued Class A ordinaryshares and Class B ordinary shares, respectively, available for issuance which amount does not take into accountforward purchase shares or shares reserved for issuance upon exercise of outstanding warrants or shares issuableupon conversion of the Class B ordinary shares, if any. The Class B ordinary shares will automatically convertinto Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have anyredemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate aninitial business combination) at the time of our initial business combination or earlier at the option of the holdersthereof as described herein and in our amended and restated memorandum and articles of association.Immediately after this offering, there will be no preference shares issued and outstanding.

We may issue a substantial number of additional Class A ordinary shares or preference shares to completeour initial business combination or under an employee incentive plan after completion of our initial businesscombination. We may also issue Class A ordinary shares in connection with our redeeming the warrants asdescribed in “Description of Securities—Warrants—Public Shareholders’ Warrants” or upon conversion of theClass B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as aresult of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum andarticles of association will provide, among other things, that prior to or in connection with our initial businesscombination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds fromthe trust account or (ii) vote on any initial business combination or on any other proposal presented to

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shareholders prior to or in connection with the completion of an initial business combination. These provisions ofour amended and restated memorandum and articles of association, like all provisions of our amended andrestated memorandum and articles of association, may be amended with a shareholder vote. The issuance ofadditional ordinary or preference shares:

• may significantly dilute the equity interest of investors in this offering, which dilution would increase ifthe anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinaryshares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

• may subordinate the rights of holders of Class A ordinary shares if preference shares are issued withrights senior to those afforded our Class A ordinary shares;

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

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

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

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

Unlike some other similarly structured blank check companies, our sponsor will receive additional Class Aordinary shares if we issue shares to consummate an initial business combination.

The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinaryshares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributionsfrom the trust account if we fail to consummate an initial business combination) at the time of our initial businesscombination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinaryshares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20%of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering,plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion orexercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with orin relation to the consummation of the initial business combination, excluding any Class A ordinary shares orequity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or tobe issued, or forward purchase shares, to any seller in the initial business combination and any private placementwarrants issued to our sponsor, any of its affiliates or any members of our management team upon conversion ofworking capital loans and extension loans. In no event will the Class B ordinary shares convert into Class Aordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blankcheck companies in which the initial shareholders will only be issued an aggregate of 20% of the total number ofshares to be outstanding prior to the initial business combination.

Resources could be wasted in researching business combinations that are not completed, which couldmaterially adversely affect subsequent attempts to locate and acquire or merge with another business. Ifwe have not consummated our initial business combination within the required time period, our publicshareholders may receive only approximately $10.20 per public share, or less in certain circumstances, onthe liquidation of our trust account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting andexecution of relevant agreements, disclosure documents and other instruments will require substantialmanagement time and attention and substantial costs for accountants, attorneys and others. If we decide not tocomplete a specific initial business combination, the costs incurred up to that point for the proposed transactionlikely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we

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may fail to complete our initial business combination for any number of reasons including those beyond ourcontrol. Any such event will result in a loss to us of the related costs incurred which could materially adverselyaffect subsequent attempts to locate and acquire or merge with another business. If we have not consummatedour initial business combination within the required time period, our public shareholders may receive onlyapproximately $10.20 per public share, or less in certain circumstances, on the liquidation of our trust accountand our warrants will expire worthless.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federalincome tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.Holder (as defined in the section of this prospectus captioned “Taxation—U.S. Federal Income TaxConsiderations”) 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 forour current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (seethe section of this prospectus captioned “Taxation—U.S. Federal Income Tax Considerations—Passive ForeignInvestment Company Rules”). Depending on the particular circumstances, the application of the start-upexception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-upexception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxableyear or any subsequent taxable year. Our actual PFIC status for any taxable year, however will not bedeterminable until after the end of such taxable year (and, in the case of the start-up exception, potentially notuntil after the two taxable years following our current taxable year. Moreover, if we determine we are a PFIC forany taxable year, we will endeavor to provide to a U.S. Holder a PFIC Annual Information Statement in order toenable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurancethat we will timely provide such required information, and such election would be unavailable with respect to ourwarrants in all cases. We urge U.S. investors to consult their tax advisers regarding the possible application of thePFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, seethe section of this prospectus captioned “Taxation—U.S. Federal Income Tax Considerations—Passive ForeignInvestment Company Rules.”

An investment in this offering may result in uncertain U.S. federal income tax consequences.

An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance,because there are no authorities that directly address instruments similar to the units we are issuing in thisoffering, the allocation an investor makes with respect to the purchase price of units between the underlyingClass A ordinary shares and the warrants could be challenged by the IRS or courts. In addition, the U.S. federalincome tax consequences of a cashless exercise of warrants included in the units we are issuing in this offeringare unclear under current law. It is also unclear whether the redemption rights with respect to our ordinary sharessuspend the running of a U.S. investor’s holding period for purposes of determining whether any dividend wepay would be considered “qualified dividend income” for U.S. federal income tax purposes. See the section titled“Taxation—United States Federal Income Tax Considerations” for a summary of the U.S. federal income taxconsiderations of an investment in our securities. Prospective investors are urged to consult their tax adviserswith respect to these and other tax consequences of owning and disposing of our securities.

Our initial business combination or reincorporation may result in taxes imposed on us and ourshareholders or warrant holders.

We may, subject to requisite shareholder approval by special resolution under the Companies Act, effect abusiness combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which thetarget company or business is located, or reincorporate in another jurisdiction, reincorporate in the jurisdiction inwhich the target company or business is located, or reincorporate in another jurisdiction. Tax structuringconsiderations are complex, the relevant facts and law are uncertain and may change, and we may prioritize

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commercial and other considerations over tax considerations. The transaction may require a shareholder orwarrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a taxresident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cashdistributions to shareholders or warrant holders to pay taxes in connection with our business combination orthereafter. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect totheir ownership of us after the reincorporation. In addition, regardless of whether we reincorporate in anotherjurisdiction, we could be treated as tax resident in the jurisdiction in which the target company or business islocated, which could result in adverse tax consequences to us (e.g., taxation on our worldwide income in suchjurisdiction) and to our shareholders or warrant holders (e.g., withholding taxes on dividends and taxation ofdisposition gains).

We may effect a business combination with a target company that has business operations in multiplejurisdictions. If we effect such a business combination, we could be subject to significant income, withholdingand other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries relatedto those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have aheightened risk related to audits or examinations by taxing authorities. This additional complexity and risk couldhave an adverse effect on our after-tax profitability and financial condition.

After our initial business combination, it is possible that a majority of our directors and officers will liveoutside the United States and all of our assets will be located outside the United States; therefore investorsmay not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business combination, a majority of our directors and officers will resideoutside of the United States and all of our assets will be located outside of the United States. As a result, it maybe difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effectservice of process upon all of our directors or officers or to enforce judgments of United States courts predicatedupon civil liabilities and criminal penalties on our directors and officers under United States laws.

We are dependent upon our executive officers and directors and their loss could adversely affect ourability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executiveofficers and directors. We believe that our success depends on the continued service of our officers and directors,at least until we have completed our initial business combination. In addition, our executive officers and directorsare not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts ofinterest in allocating their time among various business activities, including identifying potential businesscombinations and monitoring the related due diligence. We do not have an employment agreement with, orkey-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 adetrimental effect on us.

Our ability to successfully effect our initial business combination and to be successful thereafter will betotally dependent upon the efforts of our key personnel, some of whom may join us following our initialbusiness combination. The loss of key personnel could negatively impact the operations and profitability ofour post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our keypersonnel. The role of our key personnel in the target business, however, cannot presently be ascertained.Although some of our key personnel may remain with the target business in senior management, director oradvisory positions following our initial business combination, it is likely that some or all of the management ofthe target business will remain in place. While we intend to closely scrutinize any individuals we engage after

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our initial business combination, we cannot assure you that our assessment of these individuals will prove to becorrect. These individuals may be unfamiliar with the requirements of operating a company regulated by theSEC, which could cause us to have to expend time and resources helping them become familiar with suchrequirements.

Our key personnel may negotiate employment or consulting agreements with a target business inconnection with a particular business combination, and a particular business combination may beconditioned on the retention or resignation of such key personnel. These agreements may provide for themto receive compensation following our initial business combination and as a result, may cause them to haveconflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our initial businesscombination only if they are able to negotiate employment or consulting agreements in connection with thebusiness combination. Such negotiations would take place simultaneously with the negotiation of the businesscombination and could provide for such individuals to receive compensation in the form of cash payments and/orour securities for services they would render to us after the completion of the business combination. Suchnegotiations 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 andselecting a target business. In addition, pursuant to an agreement to be entered into on or prior to the closing ofthis offering, our sponsor, upon and following consummation of an initial business combination, will be entitledto nominate three individuals for election to our Board of Directors, as long as the sponsor holds any securitiescovered by the registration and shareholder rights agreement, which is described under the section of thisprospectus entitled “Description of Securities—Registration and Shareholder Rights.”

We may have a limited ability to assess the management of a prospective target business and, as a result,may affect our initial business combination with a target business whose management may not have theskills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective targetbusiness, our ability to assess the target business’s management may be limited due to a lack of time, resourcesor information. Our assessment of the capabilities of the target business’s management, therefore, may prove tobe incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the targetbusiness’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, anyholders who choose to retain their securities following the business combination could suffer a reduction in thevalue of their securities. Such holders are unlikely to have a remedy for such reduction in value.

The officers and directors of an acquisition candidate may resign upon completion of our initial businesscombination. The loss of a business combination target’s key personnel could negatively impact theoperations and profitability of our post-combination business.

The role of an acquisition candidate’s key personnel upon the completion of our initial businesscombination cannot be ascertained at this time. Although we contemplate that certain members of an acquisitioncandidate’s management team will remain associated with the acquisition candidate following our initial businesscombination, it is possible that members of the management of an acquisition candidate will not wish to remainin place.

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts ofinterest in their determination as to how much time to devote to our affairs. This conflict of interest couldhave a negative impact on our ability to complete our initial business combination.

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

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business combination and their other businesses. We do not intend to have any full-time employees prior to thecompletion of our initial business combination. Each of our executive officers is engaged in several otherbusiness endeavors for which he may be entitled to substantial compensation, and our executive officers are notobligated to contribute any specific number of hours per week to our affairs. Our independent directors also serveas officers and board members for other entities. If our executive officers’ and directors’ other business affairsrequire them to devote substantial amounts of time to such affairs in excess of their current commitment levels, itcould limit their ability to devote time to our affairs which may have a negative impact on our ability to completeour initial business combination. For a complete discussion of our executive officers’ and directors’ otherbusiness affairs, please see “Management—Officers and Directors.”

Our officers and directors presently have, and any of them in the future may have, additional, fiduciary orcontractual obligations to other entities, including another blank check company, and, accordingly, mayhave conflicts of interest in determining to which entity a particular business opportunity should bepresented.

Following the completion of this offering and until we consummate our initial business combination, weintend to engage in the business of identifying and combining with one or more businesses or entities. Each ofour officers and directors presently has, and any of them in the future may have, additional fiduciary orcontractual obligations to other entities pursuant to which such officer or director is or will be required to presenta business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islandslaw. Accordingly, they may have conflicts of interest in determining to which entity a particular businessopportunity should be presented. These conflicts may not be resolved in our favor and a potential target businessmay be presented to another entity prior to its presentation to us, subject to their fiduciary duties under CaymanIslands law.

In addition, our founders, sponsor, officers and directors may in the future become affiliated with otherblank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may haveconflicts of interest in determining to which entity a particular business opportunity should be presented. Theseconflicts may not be resolved in our favor and a potential target business may be presented to such other blankcheck companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties underCayman Islands law. Our amended and restated memorandum and articles of association will provide that werenounce our interest in any business combination opportunity offered to any director or officer unless suchopportunity is expressly offered to such person solely in his or her capacity as a director or officer of thecompany and it is an opportunity that we are able to complete on a reasonable basis.

For a complete discussion of our executive officers’ and directors’ business affiliations and the potentialconflicts of interest that you should be aware of, please see “Management—Officers and Directors,”“Management—Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”

Our executive officers, directors, security holders and their respective affiliates may have competitivepecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, executive officers, security holders oraffiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired ordisposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into abusiness combination with a target business that is affiliated with our sponsor, our directors or executive officers,although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons fromengaging for their own account in business activities of the types conducted by us. Accordingly, such persons orentities may have a conflict between their interests and ours.

The personal and financial interests of our directors and officers may influence their motivation in timelyidentifying and selecting a target business and completing a business combination. Consequently, our directors’

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and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interestwhen determining whether the terms, conditions and timing of a particular business combination are appropriateand in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as amatter of Cayman Islands law and we or our shareholders might have a claim against such individuals forinfringing on our shareholders’ rights. See the section titled “Description of Securities—Certain Differences inCorporate Law—Shareholders’ Suits” for further information on the ability to bring such claims. However, wemight not ultimately be successful in any claim we may make against them for such reason.

We may engage in a business combination with one or more target businesses that have relationships withentities that may be affiliated with our sponsor, executive officers, directors or initial shareholders whichmay raise potential conflicts of interest.

In light of the involvement of our sponsor, executive officers and directors with other entities, we maydecide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or initialshareholders. Our directors also serve as officers and board members for other entities, including, withoutlimitation, those described under “Management—Conflicts of Interest.” Our founders, sponsor, officers anddirectors may sponsor, form or participate in other blank check companies similar to ours during the period inwhich we are seeking an initial business combination. Such entities may compete with us for businesscombination opportunities. Our founders, sponsor, officers and directors are not currently aware of any specificopportunities for us to complete our initial business combination with any entities with which they are affiliated,and there have been no substantive discussions concerning a business combination with any such entity orentities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliatedentities, we would pursue such a transaction if we determined that such affiliated entity met our criteria andguidelines for a business combination as set forth in “Proposed Business—Effecting Our Initial BusinessCombination—Evaluation of a Target Business and Structuring of Our Initial Business Combination” and suchtransaction was approved by a majority of our independent and disinterested directors. Despite our agreement toobtain an opinion from an independent investment banking firm that is a member of FINRA or anotherindependent firm that commonly renders valuation opinions for the type of company we are seeking to acquire oran independent accounting firm regarding the fairness to our company from a financial point of view of abusiness combination with one or more domestic or international businesses affiliated with our sponsor,executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result,the terms of the business combination may not be as advantageous to our public shareholders as they would beabsent any conflicts of interest.

Since our sponsor, executive officers and directors will lose their entire investment in us if our initialbusiness combination is not completed (other than with respect to public shares they may acquire duringor after this offering), a conflict of interest may arise in determining whether a particular businesscombination target is appropriate for our initial business combination.

On February 2, 2021, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of ourexpenses in consideration of 5,750,000 Class B ordinary shares, par value $0.0001. Prior to the consummation ofthis offering, our sponsor intends to transfer 25,000 Class B ordinary shares to each of our independent directorsand 100,000 Class B ordinary shares to each of our CEO Shmuel Chafets and our Chairman Dr. GerhardCromme. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets,tangible or intangible. The per share price of the founder shares was determined by dividing the amountcontributed to the company by the number of founder shares issued. If we increase or decrease the size of thisoffering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism,as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offeringin such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued andoutstanding ordinary shares upon the consummation of this offering. The founder shares will be worthless if wedo not complete an initial business combination. In addition, our sponsor has committed, pursuant to a writtenagreement, to purchase an aggregate of 6,666,667 private placement warrants (or 7,466,667 private placement

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warrants if the underwriter’s over-allotment option is exercised in full), each exercisable to purchase one Class Aordinary share at $11.50 per share, at a price of $1.50 per warrant, or $10,000,000 in the aggregate (or$11,200,000 if the underwriter’s over-allotment option is exercised in full), in a private placement that will closesimultaneously with the closing of this offering. If we do not consummate an initial business within 18 monthsfrom the closing of this offering (or up to 24 months from the closing of this offering if we extend the period oftime to consummate a business combination), the private placement warrants will expire worthless. The personaland financial interests of our executive officers and directors may influence their motivation in identifying andselecting a target business combination, completing an initial business combination and influencing the operationof the business following the initial business combination. This risk may become more acute as the 18-monthanniversary of the closing of this offering nears, which is the deadline for our consummation of an initialbusiness combination, unless such deadline is extended as described herein.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a businesscombination, which may adversely affect our leverage and financial condition and thus negatively impactthe value of our shareholders’ investment in us.

Although we have no commitments as of the date of this prospectus to issue any notes or other debtsecurities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debtto complete our initial business combination. We and our officers have agreed that we will not incur anyindebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind inor to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount availablefor redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negativeeffects, including:

• default and foreclosure on our assets if our operating revenues after an initial business combination areinsufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interestpayments when due if we breach certain covenants that require the maintenance of certain financialratios or reserves without a waiver or renegotiation of that covenant;

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

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

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

• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reducethe funds available for dividends on our Class A ordinary shares if declared, expenses, capitalexpenditures, acquisitions and other general corporate purposes;

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

• increased vulnerability to adverse changes in general economic, industry and competitive conditionsand adverse changes in government regulation; and

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,debt service requirements, execution of our strategy and other purposes and other disadvantagescompared to our competitors who have less debt.

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We may only be able to complete one business combination with the proceeds of this offering and the saleof the private placement warrants and the forward purchase shares, which will cause us to be solelydependent on a single business, which may have a limited number of products or services. This lack ofdiversification may negatively impact our operations and profitability.

The net proceeds from this offering and the sale of the private placement warrants and the forward purchaseshares will provide us with up to $205,000,000 (or $236,600,000 if the underwriter’s over-allotment option isexercised in full) that we may use to complete our initial business combination (after taking into account the$7,000,000, or $8,050,000 if the over-allotment option is exercised in full, of deferred underwriting commissionsbeing held in the trust account and the estimated expenses of this offering).

We may effectuate our initial business combination with a single-target business or multiple-targetbusinesses simultaneously or within a short period of time. However, we may not be able to effectuate our initialbusiness combination with more than one target business because of various factors, including the existence ofcomplex accounting issues and the requirement that we prepare and file pro forma financial statements with theSEC that present operating results and the financial condition of several target businesses as if they had beenoperated on a combined basis. By completing our initial business combination with only a single entity, our lackof diversification may subject us to numerous economic, competitive and regulatory developments. Further, wewould not be able to diversify our operations or benefit from the possible spreading of risks or offsetting oflosses, unlike other entities which may have the resources to complete several business combinations in differentindustries or different areas of a single industry.

Accordingly, the prospects for our success may be:

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

• dependent upon the development or market acceptance of a single or limited number of products,processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any orall of which may have a substantial adverse impact upon the particular industry in which we may operatesubsequent to our initial business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets,which may hinder our ability to complete our initial business combination and give rise to increased costsand risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we willneed for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closingsof the other business combinations, which may make it more difficult for us, and delay our ability, to completeour initial business combination. With multiple business combinations, we could also face additional risks,including additional burdens and costs with respect to possible multiple negotiations and due diligence (if thereare multiple sellers) and the additional risks associated with the subsequent assimilation of the operations andservices or products of the acquired companies in a single operating business. If we are unable to adequatelyaddress these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which littleinformation is available, which may result in a business combination with a company that is not asprofitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with aprivately held company. Very little public information generally exists about private companies, and we could berequired to make our decision on whether to pursue a potential initial business combination on the basis oflimited information, which may result in a business combination with a company that is not as profitable as wesuspected, if at all.

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Our management may not be able to maintain control of a target business after our initial businesscombination. Upon the loss of control of a target business, new management may not possess the skills,qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-business combination company in whichour public shareholders own shares will own less than 100% of the equity interests or assets of a target business,but we will only complete such business combination if the post-business combination company owns oracquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controllinginterest in the target business sufficient for us not to be required to register as an investment company under theInvestment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target, our shareholders prior toour initial business combination may collectively own a minority interest in the post-business combinationcompany, depending on valuations ascribed to the target and us in the business combination. For example, wecould pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchangefor all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinaryshares, our shareholders immediately prior to such transaction could own less than a majority of our outstandingClass A ordinary shares subsequent to such transaction. In addition, other minority shareholders maysubsequently combine their holdings resulting in a single person or group obtaining a larger share of thecompany’s shares than we initially acquired. Accordingly, this may make it more likely that our managementwill not be able to maintain control of the target business.

We may seek business combination opportunities with a high degree of complexity that require significantoperational improvements, which could delay or prevent us from achieving our desired results.

We may seek business combination opportunities with large, highly complex companies that we believewould benefit from operational improvements. While we intend to implement such improvements, to the extentthat our efforts are delayed or we are unable to achieve the desired improvements, the business combination maynot be as successful as we anticipate.

To the extent we complete our initial business combination with a large complex business or entity with acomplex operating structure, we may also be affected by numerous risks inherent in the operations of thebusiness with which we combine, which could delay or prevent us from implementing our strategy. Although ourmanagement team will endeavor to evaluate the risks inherent in a particular target business and its operations,we may not be able to properly ascertain or assess all of the significant risk factors until we complete ourbusiness combination. If we are not able to achieve our desired operational improvements, or the improvementstake longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some ofthese risks and complexities may be outside of our control and leave us with no ability to control or reduce thechances that those risks and complexities will adversely impact a target business. Such combination may not beas successful as a combination with a smaller, less complex organization.

We do not have a specified maximum redemption threshold. The absence of such a redemption thresholdmay make it possible for us to complete our initial business combination with which a substantial majorityof our shareholders do not agree.

Our amended and restated memorandum and articles of association will not provide a specified maximumredemption threshold, except that in no event will we redeem our public shares in an amount that would causeour net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “pennystock” rules). As a result, we may be able to complete our initial business combination even though a substantialmajority of our public shareholders do not agree with the transaction and have redeemed their shares or, if weseek shareholder approval of our initial business combination and do not conduct redemptions in connection withour initial business combination pursuant to the tender offer rules, have entered into privately negotiated

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agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In the event theaggregate cash consideration we would be required to pay for all Class A ordinary shares that are validlysubmitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of theproposed business combination exceed the aggregate amount of cash available to us, we will not complete thebusiness combination or redeem any shares, all Class A ordinary shares submitted for redemption will bereturned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, blank check companies have, in the recent past,amended various provisions of their charters and other governing instruments, including their warrantagreements. We cannot assure you that we will not seek to amend our amended and restatedmemorandum and articles of association or governing instruments in a manner that will make it easier forus to complete our initial business combination that our shareholders may not support.

In order to effectuate a business combination, blank check companies have, in the recent past, amendedvarious provisions of their charters and governing instruments, including their warrant agreements. For example,blank check companies have amended the definition of business combination, increased redemption thresholds,extended the time to consummate an initial business combination and, with respect to their warrants, amendedtheir warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending ouramended and restated memorandum and articles of association will require at least a special resolution of ourshareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of ourordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreementwill require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment tothe terms of the private placement warrants or any provision of the warrant agreement with respect to the privateplacement warrants, 65% of the number of the then outstanding private placement warrants. In addition, ouramended and restated memorandum and articles of association will require us to provide our public shareholderswith the opportunity to redeem their public shares for cash if we propose an amendment to our amended andrestated memorandum and articles of association (A) that would modify the substance or timing of our obligationto provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with ourinitial business combination or to redeem 100% of our public shares if we do not complete our initial businesscombination within 18 months from the closing of this offering (or up to 24 months from the closing of thisoffering if we extend the period of time to consummate a business combination) or (B) with respect to any otherprovision relating to the rights of holders of our Class A ordinary shares. To the extent any of such amendmentswould be deemed to fundamentally change the nature of any of the securities offered through this registrationstatement, we would register, or seek an exemption from registration for, the affected securities.

The provisions of our amended and restated memorandum and articles of association that relate to therights of holders of our Class A ordinary shares (and corresponding provisions of the agreement governingthe release of funds from our trust account) may be amended with the approval of a special resolutionwhich requires the approval of the holders of at least two-thirds of our ordinary shares who attend andvote at a general meeting of the company, which is a lower amendment threshold than that of some otherblank check companies. It may be easier for us, therefore, to amend our amended and restatedmemorandum and articles of association to facilitate the completion of an initial business combination thatsome of our shareholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment ofcertain of its provisions, including those which relate to the rights of a company’s shareholders, without approvalby a certain percentage of the company’s shareholders. In those companies, amendment of these provisionstypically requires approval by between 90% and 100% of the company’s shareholders. Our amended and restatedmemorandum and articles of association will provide that any of its provisions related to the rights of holders ofour Class A ordinary shares (including the requirement to deposit proceeds of this offering and the sale of theprivate placement 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

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special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a generalmeeting of the company, and corresponding provisions of the trust agreement governing the release of fundsfrom our trust account may be amended if approved by holders of at least 65% of our ordinary shares; providedthat the provisions of our amended and restated memorandum and articles of association governing theappointment or removal of directors prior to our initial business combination may only be amended by a specialresolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meetingwhich shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our sponsor and itspermitted transferees, if any, who will collectively beneficially own, on an as-converted basis, 20% of ourClass A ordinary shares upon the closing of this offering (assuming they do not purchase any units in thisoffering), will participate in any vote to amend our amended and restated memorandum and articles ofassociation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, wemay be able to amend the provisions of our amended and restated memorandum and articles of association whichgovern our pre-business combination behavior more easily than some other blank check companies, and this mayincrease our ability to complete a business combination with which you do not agree. Our shareholders maypursue 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 agreements with us, that they will notpropose any amendment to our amended and restated memorandum and articles of association (A) that wouldmodify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right tohave their shares redeemed in connection with our initial business combination or to redeem 100% of our publicshares if we do not complete our initial business combination within 24 months from the closing of this offeringor (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unlesswe provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approvalof any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in thetrust account, including interest earned on the funds held in the trust account and not previously released to us topay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders arenot parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursueremedies against our sponsor, executive officers or directors for any breach of these agreements. As a result, inthe event of a breach, our shareholders would need to pursue a shareholder derivative action, subject toapplicable law.

We may be unable to obtain additional financing to complete our initial business combination or to fundthe operations and growth of a target business, which could compel us to restructure or abandon aparticular business combination. If we have not consummated our initial business combination within therequired time period, our public shareholders may receive only approximately $10.20 per public share, orless in certain circumstances, on the liquidation of our trust account and our warrants will expireworthless.

Although we believe that the net proceeds of this offering and the sale of the private placement warrants willbe sufficient to allow us to complete our initial business combination, because we have not yet selected anyprospective target business we cannot ascertain the capital requirements for any particular transaction. If the netproceeds of this offering and the sale of the private placement warrants prove to be insufficient, either because ofthe size of our initial business combination, the depletion of the available net proceeds in search of a targetbusiness, the obligation to redeem for cash a significant number of shares from shareholders who electredemption in connection with our initial business combination or the terms of negotiated transactions topurchase shares in connection with our initial business combination, we may be required to seek additionalfinancing or to abandon the proposed business combination. We cannot assure you that such financing will beavailable on acceptable terms, if at all. The current economic environment may make it difficult for companies toobtain acquisition financing. To the extent that additional financing proves to be unavailable when needed tocomplete our initial business combination, we would be compelled to either restructure the transaction orabandon that particular business combination and seek an alternative target business candidate. If we have notconsummated our initial business combination within the required time period, our public shareholders may

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receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of ourtrust account and our warrants will expire worthless. In addition, even if we do not need additional financing tocomplete our initial business combination, we may require such financing to fund the operations or growth of thetarget business. The failure to secure additional financing could have a material adverse effect on the continueddevelopment or growth of the target business. None of our officers, directors or shareholders is required toprovide any financing to us in connection with or after our initial business combination.

Our sponsor controls a substantial interest in us and thus may exert a substantial influence on actionsrequiring a shareholder vote, potentially in a manner that you do not support.

Upon closing of this offering, our sponsor will own, on an as-converted basis, 20% of our issued andoutstanding ordinary shares (assuming it does not purchase any units in this offering). Accordingly, it may exerta substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support,including amendments to our amended and restated memorandum and articles of association. If our sponsorpurchases any units in this offering or if our sponsor purchases any additional Class A ordinary shares in theaftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to ourknowledge, any of our officers or directors, have any current intention to purchase additional securities, otherthan as disclosed in this prospectus. Factors that would be considered in making such additional purchases wouldinclude consideration of the current trading price of our Class A ordinary shares. In addition, our Board ofDirectors, whose members were appointed by our sponsor, is and will be divided into three classes, each ofwhich will generally serve for a term of three years with only one class of directors being appointed in each year.We may not hold an annual general meeting of stockholders to elect new directors prior to the completion of ourinitial business combination, in which case all of the current directors will continue in office until at least thecompletion of the business combination. If there is an annual meeting, as a consequence of our “staggered” boardof directors, only a minority of the board of directors will be considered for election and our sponsor, because ofits ownership position, will control the outcome, as only holders of our Class B ordinary shares will have theright to vote on the appointment of directors and to remove directors prior to our initial business combination.Accordingly, our sponsor will continue to exert control at least until the completion of our initial businesscombination. The forward purchase shares will not be issued until completion of our initial business combinationand, accordingly, will not be included in any stockholder vote until such time. In addition, we have agreed not toenter into a definitive agreement regarding an initial business combination without the prior consent of oursponsor.

Our sponsor contributed $25,000, or approximately $0.003 per founder share, and, accordingly, you willexperience immediate and substantial dilution from the purchase of our Class A ordinary shares.

The difference between the public offering price per share (allocating all of the unit purchase price to theClass A ordinary share and none to the warrant included in the unit) and the pro forma net tangible book valueper Class A ordinary share after this offering constitutes the dilution to you and the other investors in thisoffering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution.Upon closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and theother public shareholders will incur an immediate and substantial dilution of approximately 93.40% (or $9.34 pershare, assuming no exercise of the underwriter’s over-allotment option), the difference between the pro forma nettangible book value per share of $0.66 and the initial offering price of $10.00 per unit. This dilution wouldincrease to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class Aordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initialbusiness combination. In addition, because of the anti-dilution protection in the founder shares, any equity orequity-linked securities issued in connection with our initial business combination would be disproportionatelydilutive to our Class A ordinary shares.

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We may amend the terms of the warrants in a manner that may be adverse to holders of public warrantswith the approval by the holders of at least 65% of the then-outstanding public warrants. As a result, theexercise price of your warrants could be increased, the exercise period could be shortened and the numberof our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all withoutyour approval.

Our warrants will be issued in registered form under a warrant agreement between Continental StockTransfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of thewarrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity orcorrect any mistake, including to conform the provisions of the warrant agreement to the description of the termsof the warrants and the warrant agreement set forth in this prospectus, or defective provision (ii) amending theprovisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrantagreement, (iii) adding or changing any provisions with respect to matters or questions arising under the warrantagreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem tonot adversely affect the rights of the registered holders of the warrants or (iv) making any amendments that arenecessary in the good faith determination of our board of directors (taking into account then existing marketprecedents) to allow for the warrants to be classified as equity in our financial statements, but otherwise requiresapproval by the holders of at least 65% of the then-outstanding public warrants to make any change thatadversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the termsof the public warrants (i) in a manner adverse to a holder if holders of at least 65% of the then-outstanding publicwarrants approve of such amendment and, solely with respect to any amendment to the terms of the privateplacement warrants or any provision of the warrant agreement with respect to the private placement warrants,65% of the number of the then outstanding private placement warrants. Although our ability to amend the termsof the public warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited,examples of such amendments could be amendments to, among other things, increase the exercise price of thewarrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinaryshares purchasable upon exercise of a warrant.

Our warrant agreement will designate the courts of the State of New York or the United States DistrictCourt for the Southern District of New York as the sole and exclusive forum for certain types of actionsand proceedings that may be initiated by holders of our warrants, which could limit the ability of warrantholders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claimagainst us arising out of or relating in any way to the warrant agreement, including under the Securities Act, willbe brought and enforced in the courts of the State of New York or the United States District Court for theSouthern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shallbe the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusivejurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought toenforce any liability or duty created by the Exchange Act or any other claim for which the federal district courtsof the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwiseacquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to theforum provisions in our warrant agreement. If any action, the subject matter of which is within the scope theforum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or theUnited States District Court for the Southern District of New York (a “foreign action”) in the name of any holderof our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state andfederal courts located in the State of New York in connection with any action brought in any such court toenforce the forum provisions (an “enforcement action”), and (y) having service of process made upon suchwarrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreignaction as agent for such warrant holder.

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This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum thatit finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a courtwere to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more ofthe specified types of actions or proceedings, we may incur additional costs associated with resolving suchmatters in other jurisdictions, which could materially and adversely affect our business, financial condition andresults of operations and result in a diversion of the time and resources of our management and board ofdirectors.

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

We have the ability to redeem the outstanding public warrants at any time after they become exercisable andprior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A ordinaryshares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable uponexercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Redemption Procedures—Anti-dilution Adjustments”) for any 20 trading days within a 30trading-day period ending on the third trading day prior to proper notice of such redemption and provided thatcertain other conditions are met. If and when the warrants become redeemable by us, we may exercise ourredemption right even if we are unable to register or qualify the underlying securities for sale under all applicablestate securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwiseunable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise yourwarrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sellyour warrants at the then-current market price when you might otherwise wish to hold your warrants or(iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption,we expect would be substantially less than the market value of your warrants. None of the private placementwarrants will be redeemable by us.

None of the private placement warrants will be redeemable by us as (except as set forth under “Descriptionof Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants when the price per Class Aordinary share equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted transferees.

Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make itmore difficult to effectuate our initial business combination.

We will be issuing warrants to purchase 6,666,667 of our Class A ordinary shares (or up to 7,666,666 Class Aordinary shares if the underwriter’s over-allotment option is exercised in full) as part of the units offered by thisprospectus. Simultaneously with the closing of this offering, we will be issuing in a private placement anaggregate of 6,666,667 warrants (or 7,466,667 warrants if the underwriter’s over-allotment option is exercised infull), at a price of $1.50 per warrant. In addition, if the sponsor, its affiliates or a member of our managementteam makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional1,000,000 private placement warrants, at the price of $1.50 per warrant. We may also issue Class A ordinaryshares in connection with our redemption of our warrants.

To the extent we issue ordinary shares for any reason, including to effectuate a business combination, thepotential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of thesewarrants could make us a less attractive acquisition vehicle to a target business.

Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary sharesand reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, ourwarrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring thetarget business.

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Because each unit contains one-third of one redeemable warrant and only a whole warrant may beexercised, the units may be worth less than units of other blank check companies.

Each unit contains one-third of one redeemable warrant. Pursuant to the warrant agreement, no fractionalwarrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of thewarrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round downto the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This isdifferent from other offerings similar to ours whose units include one ordinary share and one whole warrant topurchase one whole share. We have established the components of the units in this way in order to reduce thedilutive effect of the warrants upon completion of a business combination since the warrants will be exercisablein the aggregate for one-third of the number of shares compared to units that each contain a whole warrant topurchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses.Nevertheless, this unit structure may cause our units to be worth less than if a unit included a warrant to purchaseone whole share.

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

Unlike most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linkedsecurities for capital raising purposes in connection with the closing of our initial business combination at aNewly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds from such issuancesrepresent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initialbusiness combination on the date of the consummation of our initial business combination (net of redemptions),and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to beequal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per shareredemption trigger prices described below under “Description of Securities—Warrants—Public Shareholders’Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and“Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of public warrants” will beadjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.This may make it more difficult for us to consummate an initial business combination with a target business.

The determination of the offering price of our units and the size of this offering is more arbitrary than thepricing of securities and size of an offering of an operating company in a particular industry. You mayhave less assurance, therefore, that the offering price of our units properly reflects the value of such unitsthan you would have in a typical offering of an operating company.

Prior to this offering there has been no public market for any of our securities. The public offering price ofthe units and the terms of the warrants were negotiated between us and the underwriter. In determining the size ofthis offering, management held customary organizational meetings with the underwriter, both prior to ourinception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriterbelieved it reasonably could raise on our behalf. Factors considered in determining the size of this offering,prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include:

• the history and prospects of companies whose principal business is the acquisition of other companies;

• prior offerings of those companies;

• our prospects for acquiring an operating business at attractive values;

• a review of debt-to-equity ratios in leveraged transactions;

• our capital structure;

• an assessment of our management and their experience in identifying operating companies;

• general conditions of the securities markets at the time of this offering; and

• other factors as were deemed relevant.

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Although these factors were considered, the determination of our offering price is more arbitrary than thepricing of securities of an operating company in a particular industry since we have no historical operations orfinancial results.

There is currently no market for our securities and a market for our securities may not develop, whichwould adversely affect the liquidity and price of our securities.

There is currently no market for our securities. Shareholders therefore have no access to information aboutprior market history on which to base their investment decision. Following this offering, the price of oursecurities may vary significantly due to one or more potential business combinations and general market oreconomic conditions, including as a result of the COVID-19 outbreak. Furthermore, an active trading market forour securities may never develop or, if developed, it may not be sustained. You may be unable to sell yoursecurities unless a market can be established and sustained.

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

The federal proxy rules require that a proxy statement with respect to a vote on a business combinationmeeting certain financial significance tests include historical and/or pro forma financial statement disclosure inperiodic reports. We will include the same financial statement disclosure in connection with our tender offerdocuments, whether or not they are required under the tender offer rules. These financial statements may berequired to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in theUnited States of America, or GAAP, or international financial reporting standards as issued by the InternationalAccounting Standards Board, or IFRS, depending on the circumstances and the historical financial statementsmay be required to be audited in accordance with the standards of the Public Company Accounting OversightBoard (United States), or PCAOB. These financial statement requirements may limit the pool of potential targetbusinesses we may acquire because some targets may be unable to provide such statements in time for us todisclose such statements in accordance with federal proxy rules and complete our initial business combinationwithin the prescribed time frame.

We are an emerging growth company and a smaller reporting company within the meaning of theSecurities 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 lessattractive to investors and may make it more difficult to compare our performance with other publiccompanies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBSAct, and we may take advantage of certain exemptions from various reporting requirements that are applicable toother public companies that are not “emerging growth companies” including, but not limited to, not beingrequired to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduceddisclosure obligations regarding executive compensation in our periodic reports and proxy statements, andexemptions from the requirements of holding a nonbinding advisory vote on executive compensation andshareholder approval of any golden parachute payments not previously approved. As a result, our shareholdersmay not have access to certain information they may deem important. We could be an emerging growth companyfor up to five years, although circumstances could cause us to lose that status earlier, including if the marketvalue of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before thattime, in which case we would no longer be an emerging growth company as of the following December 31. Wecannot 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 tradingprices of our securities may be lower than they otherwise would be, there may be a less active trading market forour securities and the trading prices of our securities may be more volatile.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required tocomply with new or revised financial accounting standards until private companies (that is, those that have nothad a Securities Act registration statement declared effective or do not have a class of securities registered underthe Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Actprovides that a company can elect to opt out of the extended transition period and comply with the requirementsthat apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have electednot to opt out of such extended transition period which means that when a standard is issued or revised and it hasdifferent application dates for public or private companies, we, as an emerging growth company, can adopt thenew or revised standard at the time private companies adopt the new or revised standard. This may makecomparison of our financial statements with another public company which is neither an emerging growthcompany nor an emerging growth company which has opted out of using the extended transition period difficultor 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. Smallerreporting companies may take advantage of certain reduced disclosure obligations, including, among otherthings, providing only two years of audited financial statements. We will remain a smaller reporting companyuntil the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliatesexceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during suchcompleted fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million asof the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also makecomparison of our financial statements with other public companies difficult or impossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate abusiness combination, require substantial financial and management resources, and increase the time andcosts of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internalcontrols beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in theevent we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerginggrowth company, will we not be required to comply with the independent registered public accounting firmattestation requirement on our internal control over financial reporting. The fact that we are a blank checkcompany makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us ascompared to other public companies because a target business with which we seek to complete our initialbusiness combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regardingadequacy of its internal controls. The development of the internal control of any such entity to achievecompliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any suchacquisition.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protectingyour interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may bedifficult for investors to effect service of process within the United States upon our directors or executiveofficers, 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 ofassociation, the Companies Act (as the same may be supplemented or amended from time to time) and thecommon 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 fiduciaryresponsibilities of our directors to us under Cayman Islands law are to a large extent governed by the commonlaw of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparativelylimited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose

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courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of ourshareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from whatthey would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, theCayman Islands has a different body of securities laws as compared to the United States, and certain states, suchas 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 courtof the United States.

We have been advised by Maples and Calder, our Cayman Islands legal counsel, that the courts of theCayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United Statespredicated 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 civilliability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposedby those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in theCayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize andenforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits basedon the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation topay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment tobe enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, andmust not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of thesame matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement ofwhich is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multipledamages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcementproceedings 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 inthe face of actions taken by management, members of the board of directors or controlling shareholders than theywould as public shareholders of a United States company.

Provisions in our amended and restated memorandum and articles of association may inhibit a takeover ofus, which could limit the price investors might be willing to pay in the future for our Class A ordinaryshares and could entrench management.

Our amended and restated memorandum and articles of association will contain provisions that maydiscourage unsolicited takeover proposals that shareholders may consider to be in their best interests. Theseprovisions will include a staggered board of directors, the ability of the board of directors to designate the termsof and issue new series of preference shares, and the fact that prior to the completion of our initial businesscombination only holders of our Class B ordinary shares, which are held by our sponsor and certain of ourofficers and directors, are entitled to vote on the appointment of directors, which may make more difficult theremoval of management and may discourage transactions that otherwise could involve payment of a premiumover prevailing market prices for our securities.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operationaldisruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications andservices, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, orsecurity 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 sufficientlyprotected against such occurrences. We may not have sufficient resources to adequately protect against, or toinvestigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or acombination of them, could have adverse consequences on our business and lead to financial loss.

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Since only holders of our founder shares will have the right to vote on the appointment of directors, uponthe listing of our shares on the Nasdaq the Nasdaq may consider us to be a “controlled company” withinthe meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporategovernance requirements.

After completion of this offering, only holders of our founder shares will have the right to vote on theappointment of directors. As a result, the Nasdaq may consider us to be a “controlled company” within themeaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, acompany of which more than 50% of the voting power is held by an individual, group or another company is a“controlled company” and may elect not to comply with certain corporate governance requirements, includingthe requirements that:

• we have a board that includes a majority of “independent directors,” as defined under the rules of theNasdaq;

• we have a compensation committee of our board that is comprised entirely of independent directorswith a written charter addressing the committee’s purpose and responsibilities; and

• we have a nominating and corporate governance committee of our board that is comprised entirely ofindependent directors with a written charter addressing the committee’s purpose and responsibilities.

We do not intend to utilize these exemptions and intend to comply with the corporate governancerequirements of the Nasdaq subject to applicable phase-in rules. However, if we determine in the future to utilizesome or all of these exemptions, you will not have the same protections afforded to shareholders of companiesthat are subject to all of the Nasdaq corporate governance requirements.

Risks Associated with Acquiring and Operating a Business in Foreign Countries

If we pursue a target company with operations or opportunities outside of the United States for our initialbusiness combination, we may face additional burdens in connection with investigating, agreeing to andcompleting such initial business combination, and if we effect such initial business combination, we wouldbe subject to a variety of additional risks that may negatively impact our operations.

If we pursue a target a company with operations or opportunities outside of the United States for our initialbusiness combination, we would be subject to risks associated with cross-border business combinations,including in connection with investigating, agreeing to and completing our initial business combination,conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments,regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination with such a company, we would be subject to any specialconsiderations or risks associated with companies operating in an international setting, including any of thefollowing:

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

• rules and regulations regarding currency redemption;

• complex corporate withholding taxes on individuals;

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

• exchange listing and/or delisting requirements;

• tariffs and trade barriers;

• regulations related to customs and import/export matters;

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• local or regional economic policies and market conditions;

• unexpected changes in regulatory requirements;

• longer payment cycles;

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

• currency fluctuations and exchange controls;

• rates of inflation;

• challenges in collecting accounts receivable;

• cultural and language differences;

• employment regulations;

• underdeveloped or unpredictable legal or regulatory systems;

• corruption;

• protection of intellectual property;

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

• regime changes and political upheaval;

• terrorist attacks, natural disasters and wars; and

• deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may beunable to complete such initial business combination, or, if we complete such combination, our operations mightsuffer, either of which may adversely impact our business, financial condition and results of operations.

If our management following our initial business combination is unfamiliar with United States securitieslaws, they may have to expend time and resources becoming familiar with such laws, which could lead tovarious regulatory issues.

Following our initial business combination, our management may resign from their positions as officers ordirectors of the company and the management of the target business at the time of the business combination willremain in place. Management of the target business may not be familiar with United States securities laws. Ifnew management is unfamiliar with United States securities laws, they may have to expend time and resourcesbecoming familiar with such laws. This could be expensive and time-consuming and could lead to variousregulatory issues which may adversely affect our operations.

After our initial business combination, substantially all of our assets may be located in a foreign countryand substantially all of our revenue may be derived from our operations in any such country. Accordingly,our results of operations and prospects will be subject, to a significant extent, to the economic, politicaland social conditions and government policies, developments and conditions in the country in which weoperate.

The economic, political and social conditions, as well as government policies, of the country in which ouroperations are located could affect our business. Economic growth could be uneven, both geographically and amongvarious sectors of the economy and such growth may not be sustained in the future. If in the future such country’seconomy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending incertain industries. A decrease in demand for spending in certain industries could materially and adversely affect ourability to find an attractive target business with which to consummate our initial business combination and if weeffect our initial business combination, the ability of that target business to become profitable.

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

In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreigncurrency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected byreductions in the value of the local currency. The value of the currencies in our target regions fluctuate and areaffected by, among other things, changes in political and economic conditions. Any change in the relative valueof such currency against our reporting currency may affect the attractiveness of any target business or, followingconsummation of our initial business combination, our financial condition and results of operations. Additionally,if a currency appreciates in value against the dollar prior to the consummation of our initial businesscombination, the cost of a target business as measured in dollars will increase, which may make it less likely thatwe are able to consummate such transaction.

We may reincorporate in another jurisdiction in connection with our initial business combination, and thelaws of such jurisdiction may govern some or all of our future material agreements and we may not beable to enforce our legal rights.

In connection with our initial business combination, we may relocate the home jurisdiction of our businessfrom the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction maygovern some or all of our future material agreements. The system of laws and the enforcement of existing laws insuch jurisdiction may not be as certain in implementation and interpretation as in the United States. The inabilityto enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,business opportunities or capital.

We are subject to changing law and regulations regarding regulatory matters, corporate governance andpublic disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the SEC, whichare charged with the protection of investors and the oversight of companies whose securities are publicly traded,and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changinglaws and regulations have resulted in and are likely to continue to result in, increased general and administrativeexpenses and a diversion of management time and attention from seeking a business combination target.

Moreover, because these laws, regulations and standards are subject to varying interpretations, theirapplication in practice may evolve over time as new guidance becomes available. This evolution may result incontinuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions toour disclosure and governance practices. If we fail to address and comply with these regulations and anysubsequent changes, we may be subject to penalty and our business may be harmed.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus may constitute “forward-looking statements” forpurposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statementsregarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding thefuture. In addition, any statements that refer to projections, forecasts or other characterizations of future events orcircumstances, 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 theabsence of these words does not mean that a statement is not forward-looking. Forward-looking statements inthis prospectus may include, for example, statements about:

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

• our ability to complete our initial business combination;

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

• our success in retaining or recruiting, or changes required in, our officers, key employees or directorsfollowing our initial business combination;

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

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

• our pool of prospective target businesses;

• our ability to consummate an initial business combination due to the uncertainty resulting from therecent COVID-19 pandemic;

• the ability of our officers and directors to generate a number of potential business combinationopportunities;

• our public securities’ potential liquidity and trading;

• the lack of a market for our securities;

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

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

• our financial performance following this offering.

The forward-looking statements contained in this prospectus are based on our current expectations andbeliefs concerning future developments and their potential effects on us. There can be no assurance that futuredevelopments affecting us will be those that we have anticipated. These forward-looking statements involve anumber of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actualresults or performance to be materially different from those expressed or implied by these forward-lookingstatements. 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 assumptionsprove incorrect, actual results may vary in material respects from those projected in these forward-lookingstatements. We undertake no obligation to update or revise any forward-looking statements, whether as a resultof new information, future events or otherwise, except as may be required under applicable securities laws.

79

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16*PMT 1C

ADGP64RS3621.10.7.0

USE OF PROCEEDS

We are offering 25,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceedsof this offering, together with the funds we will receive from the sale of the private placement warrants, will beused as set forth in the following table:

Without Over-allotmentOption

Over-allotment OptionExercised

Gross proceedsGross proceeds from units offered to public(1) . . . . . . . . . . . . . . . . . $204,000,000 $234,600,000Gross proceeds from private placement warrants . . . . . . . . . . . . . . . . 10,000,000 11,200,000

Total gross proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $214,000,000 $245,800,000

Estimated offering expenses and other operating expenses(2)Underwriting commissions (2.0% of gross proceeds from units

offered to public, excluding deferred portion)(3) . . . . . . . . . . . . . . 4,000,000 4,600,000Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,000 350,000Printing and engraving expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000 35,000Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 40,000SEC Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,367 31,367FINRA Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,625 43,625Nasdaq listing and filing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000 75,000Director & Officer liability insurance premiums . . . . . . . . . . . . . . . . 400,000 400,000Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,008 25,008Total estimated offering expenses and other operating expenses

(excluding underwriting commissions) . . . . . . . . . . . . . . . . . . . . . $ 1,000,000 $ 1,000,000

Proceeds after offering expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $205,000,000 $236,600,000Held in trust account(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $204,000,000 $234,600,000

% of public offering size . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102% 102%Not held in trust account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000,000 $ 1,000,000

The following table shows the use of the estimated $1,000,000 of net proceeds not held in the trustaccount.(4)(5)

Amount % of Total

Legal, accounting, due diligence, and other expenses in connection with any businesscombination(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 50.0%

Legal and accounting fees related to regulatory reporting obligations . . . . . . . . . . . . . . . . 150,000 15.0%Payment for office space, administrative and support services . . . . . . . . . . . . . . . . . . . . . . 240,000 24.0%Nasdaq continued listing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,000 8.5%Working capital to cover miscellaneous expenses and reserves . . . . . . . . . . . . . . . . . . . . . 25,000 2.5%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 100.0%

(1) Includes amounts payable to public shareholders who properly redeem their shares in connection with oursuccessful completion of our initial business combination.

(2) A portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to$500,000 as described in this prospectus. As of the date of this prospectus, we had not borrowed any amountunder the promissory note with our sponsor. These amounts will be repaid upon completion of this offeringout of the offering proceeds that has been allocated for the payment of offering expenses and other operatingexpenses (other than underwriting commissions) and not to be held in the trust account. In the event thatoffering expenses are less than as set forth in this table, any such amounts will be used for post-closing

80

ˆ200D%B8QlZDs=ueM&Š200D%B8QlZDs=ueM&




14*PMT 1C

ADGP64RS3621.10.7.0

working capital expenses. In the event that the offering expenses are more than as set forth in this table, wemay fund such excess with funds not held in the trust account.

(3) The underwriter has agreed to defer underwriting commissions of 3.5% of the gross proceeds of thisoffering. Upon and concurrently with the completion of our initial business combination, $7,000,000, whichconstitutes the underwriter’s deferred commissions (or $8,050,000 if the underwriter’s over-allotmentoption is exercised in full) will be paid to the underwriter from the funds held in the trust account. See“Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming shareholders,will be released to us and can be used to pay all or a portion of the purchase price of the business orbusinesses with which our initial business combination occurs or for general corporate purposes, includingpayment of principal or interest on indebtedness incurred in connection with our initial businesscombination, to fund the purchases of other companies or for working capital. The underwriter will not beentitled to any interest accrued on the deferred underwriting discounts and commissions.

(4) These expenses are estimates only. Our actual expenditures for some or all of these items may differ from theestimates set forth herein. For example, we may incur greater legal and accounting expenses than our currentestimates in connection with negotiating and structuring our initial business combination based upon the levelof complexity of such business combination. In the event we identify a business combination target in aspecific industry subject to specific regulations, we may incur additional expenses associated with legal duediligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result,we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipateany change in our intended use of proceeds, other than fluctuations among the current categories of allocatedexpenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses,would not be available for our expenses. The amount in the table above does not include interest available to usfrom the trust account. The proceeds held in the trust account will be invested only in U.S. governmenttreasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditionsunder Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasuryobligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust accountwill be approximately $250,000 per year; however, we can provide no assurances regarding this amount.

(5) Assumes no exercise of the underwriter’s over-allotment option.(6) Includes estimated amounts that may also be used in connection with our initial business combination to

fund a “no shop” provision and commitment fees for financing.

Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the privateplacement warrants be deposited in a trust account. Of the $204,000,000 in proceeds we receive from thisoffering and the sale of the private placement warrants described in this prospectus, or $234,600,000 if theunderwriter’s over-allotment option is exercised in full, $204,000,000 ($10.20 per unit), or $234,600,000 if theunderwriter’s over-allotment option is exercised in full ($10.20 per unit), will be deposited into a trust accountwith Continental Stock Transfer & Trust Company acting as trustee, including $7,000,000, or up to $8,050,000 ifthe underwriter’s over-allotment option is exercised in full, in deferred underwriting compensation. We will notbe permitted to withdraw any of the principal or interest held in the trust account, except with respect to interestearned on the funds held in the trust account that may be released to us to pay our income taxes, if any, until theearliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if wehave not consummated an initial business combination within 18 months from the closing of this offering (or upto 24 months from the closing of this offering if we extend the period of time to consummate a businesscombination), subject to applicable law, or (iii) the redemption of our public shares properly submitted inconnection with a shareholder vote to approve an amendment to our amended and restated memorandum andarticles of association (A) that would modify the substance or timing of our obligation to provide holders of ourClass A ordinary shares the right to have their shares redeemed in connection with our initial businesscombination or to redeem 100% of our public shares if we do not complete our initial business combinationwithin 18 months from the closing of this offering (or up to 24 months from the closing of this offering if weextend the period of time to consummate a business combination) or (B) with respect to any other provisionrelating to the rights of holders of our Class A ordinary shares. Based on current interest rates, we expect thatinterest income earned on the trust account (if any) will be sufficient to pay our income taxes.

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22*PMT 1C

ADGP64RS3621.10.7.0

The net proceeds held in the trust account may be used as consideration to pay the sellers of a targetbusiness with which we ultimately complete our initial business combination. If our initial business combinationis paid for using equity or debt, or not all of the funds released from the trust account are used for payment of theconsideration in connection with our initial business combination or the redemption of our public shares, we mayapply the balance of the cash released from the trust account for general corporate purposes, including formaintenance or expansion of operations of the post-business combination company, the payment of principal orinterest due on indebtedness incurred in completing our initial business combination, to fund the purchase ofother companies or for working capital. There is no limitation on our ability to raise funds privately or throughloans in connection with our initial business combination.

We believe that amounts not held in trust, together with funds available to us from loans from our sponsor,its affiliates or members of our management team will be sufficient to pay the costs and expenses to which suchproceeds are allocated. However, if our estimate of the costs of undertaking in-depth due diligence andnegotiating a business combination is less than the actual amount necessary to do so, we may be required to raiseadditional capital, the amount, availability and cost of which is currently unascertainable. If we are required toseek additional capital, we could seek such additional capital through loans or additional investments from oursponsor or an affiliate of our sponsor or certain of our officers and directors although they are under noobligation to advance funds to us in such circumstances.

We will reimburse an affiliate of our sponsor for office space, secretarial and administrative servicesprovided to members of our management team, in the amount of $10,000 per month. Upon completion of ourinitial business combination or our liquidation, we will cease paying these monthly fees.

Prior to the closing of this offering, our sponsor has agreed to loan us up to $500,000 to be used for aportion of the expenses of this offering. As of March 31, 2021, we had not borrowed any amount under thepromissory note with our sponsor. These loans are non-interest bearing, unsecured and are due at the earlier ofDecember 31, 2021 and the closing of this offering. The loan will be repaid upon the closing of this offering outof the offering proceeds not held in the trust account.

In addition, in order to finance transaction costs in connection with an intended initial business combination,our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loanus funds as may be required. If we complete our initial business combination, we may repay such loaned amountsout of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds heldoutside the trust account. In the event that our initial business combination does not close, we may use a portion ofthe working capital held outside the trust account to repay such loaned amounts but no proceeds from our trustaccount would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible intowarrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Thewarrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, ifany, have not been determined and no written agreements exist with respect to such loans. Prior to the completion ofour initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates orany members of our management team as we do not believe third parties will be willing to loan such funds andprovide a waiver against any and all rights to seek access to funds in our trust account.

If we anticipate that we may not be able to consummate our initial business combination within 18 months,and subject to our sponsor depositing additional funds into the trust account as set out below, our time toconsummate a business combination shall be extended two times for an additional three months each time, for atotal of up to 24 months to complete a business combination. Pursuant to the terms of our amended and restatedcertificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer& Trust Company on the date of this prospectus, in order for the time available for us to consummate our initialbusiness combination to be extended, our sponsor or its affiliates or designees, upon five business days advancenotice prior to the applicable deadline, must deposit into the trust account, for each three-month extension,

82

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11*PMT 1C

ADGP64RS3621.10.7.0

$2,000,000, or $2,300,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in eithercase), on or prior to the date of the applicable deadline, providing a total possible period of 24 months withinwhich we can complete a business combination.

Any such payment would be made in the form of a non-interest bearing loan, which we would repay uponconsummation of our initial business combination either out of the proceeds of the trust account released to us,or, at the lender’s discretion, convert all or a portion of such loan amounts into warrants at a price of $1.00 perwarrant. These warrants would be identical to the private placement warrants. If we do not complete a businesscombination, we may repay such loans solely from assets not held in the trust account, if any.

Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which oursponsor has agreed to waive its right to be repaid for such loans in the event that we do not complete a businesscombination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend thetime for us to complete our initial business combination.

We have entered into two forward purchase agreements with Target Global Selected Opportunities, LLCSeries Selenium (the “FPA Purchaser”), pursuant to which the FPA Purchaser agreed to purchase (1) anaggregate of 2,500,000 Class A ordinary shares for $10.00 per share (the “firm forward purchase shares”), oran aggregate amount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 Class A ordinaryshares, for $10.00 per share (the “additional forward purchase shares”, and together with the firm forwardpurchase shares, the “forward purchase shares”), or an aggregate maximum amount of up to $25,000,000, ineach case in a private placement that may close simultaneously with the closing of our initial businesscombination. The FPA purchaser is indirectly controlled by TG, which in turn is a controlling affiliate of oursponsor. The FPA Purchaser will purchase that number of additional forward purchase shares, if any, that weexpect will result in gross proceeds to us necessary to enable us to consummate our initial business combinationand pay related fees and expenses, after first applying amounts available to us from the trust account (afterpaying the deferred underwriting discount and giving effect to any redemptions of public shares) and any otherfinancing source obtained by us for such purpose at or prior to the consummation of our initial businesscombination, plus any additional amounts mutually agreed by us and the FPA Purchaser to be retained by thepost-business combination company for working capital or other purposes. The FPA Purchaser’s obligations topurchase forward purchase shares will be subject to certain conditions, including in the case of the additionalforward purchase shares a requirement, among other things, that such initial business combination is reasonablyacceptable to the FPA Purchaser. The forward purchase shares will not be issued until completion of our initialbusiness combination and, accordingly, will not be included in any stockholder vote until such time.

The forward purchase agreements will also provide that the FPA Purchaser will be entitled to certainregistration rights with respect to its forward purchase shares. The FPA Purchaser’s commitment to purchasesecurities pursuant to the forward purchase agreements is intended to provide us with a minimum funding levelfor our initial business combination. The proceeds from the sale of the forward purchase shares, if any, may beused as part of the consideration to the sellers in the initial business combination, expenses in connection withour initial business combination or for working capital in the post-transaction company. Subject to the conditionsin the forward purchase agreements, the purchase of the forward purchase shares will be a binding obligation ofthe FPA Purchaser, regardless of whether any shares of Class A ordinary shares are redeemed by our publicstockholders in connection with our initial business combination.

83

ˆ200D%B8QlZDs#u2MDŠ200D%B8QlZDs#u2MD




12*PMT 1C

ADGP64RS3621.10.7.0

DIVIDEND POLICY

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividendsprior to the completion of our initial business combination. The payment of cash dividends in the future will bedependent upon our revenues and earnings, if any, capital requirements and general financial conditionsubsequent to completion of our initial business combination. The payment of any cash dividends subsequent toour initial business combination will be within the discretion of our Board of Directors at such time. If weincrease or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect ashare capitalization or other appropriate mechanism immediately prior to the consummation of this offering insuch amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued andoutstanding ordinary shares upon the consummation of this offering. Further, if we incur any indebtedness inconnection with a business combination, our ability to declare dividends may be limited by restrictive covenantswe may agree to in connection therewith.

84

ˆ200D%B8QlZDt7=iMHŠ200D%B8QlZDt7=iMH




21*PMT 1C

ADGP64RS3621.10.7.0

DILUTION

The difference between the public offering price per Class A ordinary share, assuming no value is attributedto the warrants included in the units we are offering pursuant to this prospectus or the private placementwarrants, and the pro forma net tangible book value per Class A ordinary share after this offering constitutes thedilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale andexercise of warrants, including the private placement warrants, which would cause the actual dilution to thepublic shareholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value pershare is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities(including the value of Class A ordinary shares which may be redeemed for cash), by the number of outstandingClass A ordinary shares.

At March 31, 2021, our net tangible book deficit was $880,581, or approximately $(0.12) per ordinaryshare. After giving effect to the sale of 20,000,000 Class A ordinary shares included in the units we are offeringby this prospectus (or 23,000,000 Class A ordinary shares if the underwriters’ over-allotment option is exercisedin full), the sale of the private placement warrants and the deduction of underwriting commissions and estimatedexpenses of this offering, our pro forma net tangible book value at March 31, 2021 would have been $5,000,007or $0.58 per share (or $5,000,007 or $0.50 per share if the underwriter’s over-allotment option is exercised infull), representing an immediate increase in net tangible book value (as decreased by the value of 22,574,340Class A ordinary shares that may be redeemed for cash, or 26,032,636 Class A ordinary shares if theunderwriters’ over-allotment option is exercised in full) of $0.70 per share (or $0.62 per share if theunderwriters’ over-allotment option is exercised in full) to our sponsor as of the date of this prospectus. Totaldilution to public shareholders from this offering will be $9.42 per share (or $9.50 if the underwriter’s over-allotment option is exercised in full).

The following table illustrates the dilution to the public shareholders on a per-share basis, assuming novalue is attributed to the warrants included in the units or the private placement warrants:

WithoutOver-

allotmentWith Over-allotment

Public offering price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.00 $10.00Net tangible book deficit before this offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.12) (0.12)Increase attributable to public shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.70 0.62

Pro forma net tangible book value after this offering and the sale of the private placementwarrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.58 0.50

Dilution to public shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.42 $ 9.50

Percentage of dilution to public shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94.2% 95.0%

For purposes of presentation, we have reduced our pro forma net tangible book value after this offering(assuming no exercise of the underwriter’s over-allotment option) by $225,743,400 because holders of up toapproximately 90.30% of our public shares may redeem their shares for a pro rata share of the aggregate amountthen on deposit in the trust account at a per share redemption price equal to the amount in the trust account as setforth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust twobusiness days prior to the consummation of our initial business combination, including interest earned on thefunds held in the trust account and not previously released to us to pay our income taxes, if any, divided by thenumber of the then-outstanding public shares).

85

ˆ200D%B8QlZDtMmyM"Š200D%B8QlZDtMmyM"




26*PMT 1C

ADGP64RS3621.10.7.0

The following table sets forth information with respect to our sponsor and the public shareholders:

Shares Purchased Total Consideration Average Priceper ShareNumber Percentage Amount Percentage

Class B Ordinary Shares(1) . . . . . . . . . . . . . . 5,000,000 20% $ 25,000 0.01% $0.004Public Shareholders . . . . . . . . . . . . . . . . . . . . 20,000,000 80% $200,000,000 99.99% $10.00

25,000,000 100.0% $200,025,000 100.00%

(1) Assumes no exercise of the underwriter’s over-allotment option and the corresponding forfeiture of 750,000Class B ordinary shares held by our sponsor.

The pro forma net tangible book value per share after this offering (assuming that the underwriter does notexercise its over-allotment option) is calculated as follows:

WithoutOver-allotment

WithOver-allotment

Numerator:Net tangible book deficit before this offering . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (880,581) $ (880,581)Net proceeds from this offering and sale of the private placement

warrants(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251,400,000 288,900,000Plus: Offering costs paid in advance, excluded from tangible book value before

this offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 896,918 896,918Less: Deferred underwriting commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,000,000) (8,050,000)Less: Warrant liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,922,930) (13,527,475)Less: Proceeds held in trust subject to redemption(2) . . . . . . . . . . . . . . . . . . . . . (225,743,400) (260,326,355)

$ 5,000,007 $ 5,000,007

Denominator:Ordinary shares outstanding prior to this offering . . . . . . . . . . . . . . . . . . . . . . . . 5,750,000 5,750,000Ordinary shares forfeited if over-allotment is not exercised . . . . . . . . . . . . . . . . (750,000) —Ordinary shares included in the units offered . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000 23,000,000Less: Ordinary shares subject to redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . (22,574,340) (26,032,635)

$ 8,675,660 $ 9,904,865

(1) Expenses applied against gross proceeds include offering expenses of $1,000,000 (not including $400,000for director and officer liability insurance premiums to be paid upon closing of this offering, which amountis not an offering expense to be capitalized) and underwriting commissions of $7,000,000 or $8,050,000 ifthe underwriter exercises its over-allotment option (excluding deferred underwriting fees). See “Use ofProceeds.”

(2) If we seek shareholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our sponsor, directors,executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiatedtransactions or in the open market either prior to or following the completion of our initial businesscombination. In the event of any such purchases of our shares prior to the completion of our initial businesscombination, the number of Class A ordinary shares subject to redemption will be reduced by the amount ofany such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business—Effecting Our Initial Business Combination—Effecting Our Initial Business Combination—PermittedPurchases and Other Transactions with Respect to Our Securities.”

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23*PMT 1C

ADGP64RS3621.10.7.0

CAPITALIZATION

The following table sets forth our capitalization at March 31, 2021, and as adjusted to give effect to thefiling of our amended and restated memorandum and articles of association, the sale of our units in this offeringand the private placement warrants and the application of the estimated net proceeds derived from the sale ofsuch securities:

March 31, 2021

Actual As Adjusted(1)

Note payable to related party(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Deferred underwriting commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 8,750,000Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0 and

22,574,340 shares are subject to possible redemption, actual and as adjusted,respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 225,743,400

Shareholders’ equity:Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued

and outstanding, actual and as adjusted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Class A Ordinary shares, $0.0001 par value, 500,000,000 shares authorized; 0

and 2,425,660 shares issued and outstanding (excluding 0 and 22,574,340shares subject to possible redemption), actual and as adjusted,respectively(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 242

Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized;5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted,respectively(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 719 625

Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,281 13,643,322Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,663) (8,644,182)

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,337 $ 5,000,007

Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,337 $251,416,337

(1) Assumes no exercise of the underwriter’s over-allotment option and the corresponding forfeiture of 750,000Class B ordinary shares held by our sponsor. Excludes gross proceeds up to $50,000,000 from the sale of theforward purchase shares that may close simultaneously with the closing of our initial business combination.

(2) Our sponsor has agreed to loan us up to $500,000 to be used for a portion of the expenses of this offering.As of March 31, 2021, we had not borrowed any amount under the promissory note with our sponsor.

(3) Upon the completion of our initial business combination, we will provide our public shareholders with theopportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then ondeposit in the trust account calculated as of two business days prior to the consummation of the initialbusiness combination, including interest earned on the funds held in the trust account and not previouslyreleased to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares,subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to beless than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by theterms of the proposed business combination.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

Overview

We are a blank check company incorporated on February 2, 2021 as a Cayman Islands exempted companyfor the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses or entities. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,with any business combination target. We intend to effectuate our initial business combination using cash fromthe proceeds of this offering and the sale of the private placement warrants, our shares, debt or a combination ofcash, equity and debt.

The issuance of additional shares in connection with a business combination, including the forward purchaseshares, may:

• significantly dilute the equity interest of investors in this offering, which dilution would increase if theanti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinaryshares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

• subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rightssenior to those afforded our Class A ordinary shares;

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

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

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

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

Similarly, if we issue debt securities or otherwise incur significant debt, it could result in:

• default and foreclosure on our assets if our operating revenues after an initial business combination areinsufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interestpayments when due if we breach certain covenants that require the maintenance of certain financialratios or reserves without a waiver or renegotiation of that covenant;

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

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

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

• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reducethe funds available for dividends on our Class A ordinary shares if declared, expenses, capitalexpenditures, acquisitions and other general corporate purposes;

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

• increased vulnerability to adverse changes in general economic, industry and competitive conditionsand 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 disadvantagescompared to our competitors who have less debt.

As indicated in the accompanying financial statements, as of March 31, 2021, we had no cash and deferredoffering costs of $230,499. Further, we expect to incur significant costs in the pursuit of our initial businesscombination. We cannot assure you that our plans to raise capital or to complete our initial business combinationwill be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities sinceinception have been organizational activities and those necessary to prepare for this offering. Following thisoffering, we will not generate any operating revenues until after completion of our initial business combination.We will generate non-operating income in the form of interest income on cash and cash equivalents after thisoffering. There has been no significant change in our financial or trading position and no material adverse changehas occurred since the date of our audited financial statements. After this offering, we expect to incur increasedexpenses as a result of being a public company (for legal, financial reporting, accounting and auditingcompliance), as well as for due diligence expenses. We expect our expenses to increase substantially after theclosing of this offering.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior to the completion of this offering through (i) $25,000 paid byour sponsor to cover certain of our offering costs in exchange for the issuance of the founder shares to oursponsor and (ii) the receipt of loans to us of up to $500,000 by our sponsor under an unsecured promissory note.As of March 31, 2021, we had not borrowed any amount under the unsecured promissory note. We estimate thatthe net proceeds from the sale of the units in this offering and the sale of the private placement warrants for anaggregate purchase price of $10,000,000 (or $11,200,000 if the underwriter’s over-allotment option is exercisedin full), after deducting offering expenses of approximately $1,000,000 and underwriting commissions of$4,000,000 (or $4,600,000 if the underwriter’s over-allotment option is exercised in full) (excluding deferredunderwriting commissions of $7,000,000, or $8,050,000 if the underwriter’s over-allotment option is exercised infull), will be $205,000,000 (or $236,600,000 if the underwriter’s over-allotment option is exercised in full). Ofthis amount, $204,000,000 (or $234,600,000 if the underwriter’s over-allotment option is exercised in full) willbe held in the trust account, which includes the deferred underwriting commissions described above. Theproceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturityof 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the InvestmentCompany Act which invest only in direct U.S. government treasury obligations. The remaining approximately$1,000,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of$1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount offunds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, inthe event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to beheld outside the trust account would increase by a corresponding amount.

We intend to use substantially all of the funds held in the trust account, including any amounts representinginterest earned on the trust account (less taxes payable and deferred underwriting commissions), and the proceedsfrom the sale of the forward purchase shares, if any, to complete our initial business combination. We maywithdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend onthe amount of interest and other income earned on the amounts held in the trust account. We expect the interestincome earned on the amount in the trust account (if any) will be sufficient to pay our income taxes. To theextent that our equity or debt is used, in whole or in part, as consideration to complete our initial businesscombination, the remaining proceeds held in the trust account will be used as working capital to finance theoperations of the target business or businesses, make other acquisitions and pursue our growth strategies.

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Prior to the completion of our initial business combination, we will have available to us the $1,000,000 ofproceeds held outside the trust account, as well as certain funds from loans from our sponsor, its affiliates ormembers of our management team. We will use these funds to primarily identify and evaluate target businesses,perform business due diligence on prospective target businesses, travel to and from the offices, plants or similarlocations of prospective target businesses or their representatives or owners, review corporate documents andmaterial agreements of prospective target businesses, and structure, negotiate and complete a businesscombination.

We do not believe we will need to raise additional funds following this offering in order to meet theexpenditures required for operating our business prior to our initial business combination, other than fundsavailable from loans from our sponsor, its affiliates or members of our management team. However, if ourestimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating aninitial business combination are less than the actual amount necessary to do so, we may have insufficient fundsavailable to operate our business prior to our initial business combination. In order to fund working capitaldeficiencies or finance transaction costs in connection with an intended initial business combination, our sponsoror an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us fundsas may be required. If we complete our initial business combination, we may repay such loaned amounts out ofthe proceeds of the trust account released to us. In the event that our initial business combination does not close,we may use a portion of the working capital held outside the trust account to repay such loaned amounts but noproceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may beconvertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option ofthe lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any,have not been determined and no written agreements exist with respect to such loans. Prior to the completion ofour initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliatesor our management team as we do not believe third parties will be willing to loan such funds and provide awaiver against any and all rights to seek access to funds in our trust account.

We expect our primary liquidity requirements during that period to include approximately $500,000 forlegal, accounting, due diligence, and other expenses associated with structuring, negotiating and documentingsuccessful business combinations; $150,000 for legal and accounting fees related to regulatory reportingobligations; $240,000 for office space, administrative and support services; $85,000 for Nasdaq continued listingfees; and $25,000 for general working capital that will be used for miscellaneous expenses and reserves.

These amounts are estimates and may differ materially from our actual expenses. In addition, we could use aportion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assistus with our search for a target business or as a down payment or to fund a “no-shop” provision (a provisiondesigned to keep target businesses from “shopping” around for transactions with other companies or investors onterms more favorable to such target businesses) with respect to a particular proposed business combination,although we do not have any current intention to do so. If we entered into an agreement where we paid for theright to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a“no-shop” provision would be determined based on the terms of the specific business combination and theamount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach orotherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligencewith respect to, prospective target businesses.

Moreover, we may need to obtain additional financing to complete our initial business combination, eitherbecause the transaction requires more cash than is available from the proceeds held in our trust account, orbecause we become obligated to redeem a significant number of our public shares upon completion of thebusiness combination, in which case we may issue additional securities or incur debt in connection with suchbusiness combination. If we have not consummated our initial business combination within the required timeperiod because we do not have sufficient funds available to us, we will be forced to cease operations andliquidate the trust account.

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Controls and Procedures

We are not currently required to maintain an effective system of internal controls as defined by Section 404of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we are deemed to be a largeaccelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we berequired to comply with the independent registered public accounting firm attestation requirement on internalcontrol over financial reporting. Further, for as long as we remain an emerging growth company as defined in theJOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that areapplicable to other public companies that are not “emerging growth companies” including, but not limited to, notbeing required to comply with the independent registered public accounting firm attestation requirement.

Prior to the closing of this offering, we have not completed an assessment, nor have our auditors tested oursystems, of our internal controls. We expect to assess the internal controls of our target business or businessesprior to the completion of our initial business combination and, if necessary, to implement and test additionalcontrols as we may determine are necessary in order to state that we maintain an effective system of internalcontrols. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regardingthe adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initialbusiness combination may have internal controls that need improvement in areas such as:

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

• reconciliation of accounts;

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

• evidence of internal review and approval of accounting transactions;

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

• documentation of accounting policies and procedures.

Because it will take time, management involvement and perhaps outside resources to determine whatinternal control improvements are necessary for us to meet regulatory requirements and market expectations forour operation of a target business, we may incur significant expenses in meeting our public reportingresponsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud orerroneous financing reporting.

Once our management’s report on internal controls is complete, we will retain our independent registeredpublic accounting firm to audit and render an opinion on such report when required by Section 404 of theSarbanes-Oxley Act. The independent registered public accounting firm may identify additional issuesconcerning a target business’s internal controls while performing their audit of internal control over financialreporting.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of this offering and the sale of the private placement warrants held in the trust account willbe invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market fundsmeeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.government treasury obligations. Due to the short-term nature of these investments, we believe there will be noassociated material exposure to interest rate risk.

Off-balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of March 31, 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. No unaudited quarterlyoperating data is included in this prospectus as we have not conducted any operations to date.

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JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements forqualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will beallowed to comply with new or revised accounting pronouncements based on the effective date for private (notpublicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and asa result, we may not comply with new or revised accounting standards on the relevant dates on which adoption ofsuch standards is required for non-emerging growth companies. As a result, our financial statements may not becomparable to companies that comply with new or revised accounting pronouncements as of public companyeffective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reportingrequirements 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 otherthings, (i) provide an auditor’s attestation report on our system of internal controls over financial reportingpursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may berequired of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and ConsumerProtection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory auditfirm rotation or a supplement to the auditor’s report providing additional information about the audit and thefinancial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation relateditems such as the correlation between executive compensation and performance and comparisons of the chiefexecutive officer’s compensation to median employee compensation. These exemptions will apply for a period offive years following the completion of our initial public offering or until we are no longer an “emerging growthcompany,” whichever is earlier.

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PROPOSED BUSINESS

General

We are a newly organized blank check company incorporated on February 2, 2021 as a Cayman Islandsexempted company for the purpose of effecting a merger, share, asset acquisition, share purchase, reorganizationor similar business combination with one or more businesses or entities, which we refer to throughout thisprospectus as our initial business combination. To date, our efforts have been limited to organizational activitiesas well as activities related to this offering. We have not selected any specific business combination target andwe have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with anybusiness combination target.

Our sponsor is an affiliate of Target Global (“TG”), a top-tier pan-European venture capital firmheadquartered in Berlin, Germany, with over €1 billion in assets under management as of end of January, 2021.TG manages funds focused on fast-growing tech-enabled companies within the consumer internet, mobility andfinancial technology (“FinTech”) sectors. We believe Target Global Acquisition I Corp.’s (“TGAIC”) founders’extensive experience and strong track record in various executive, operational and investing functions acrossEuropean (including the U.K.) and Israeli technology ecosystems, combined with their widespread networksstrongly positions us as an attractive partner for prospective candidates for our initial business combination.

In addition, we believe our ability to complete our initial business combination will be enhanced by ourhaving entered into two forward purchase agreements with the FPA Purchaser, pursuant to which such FPAPurchaser agreed to purchase (1) an aggregate of 2,500,000 forward purchase shares for $10.00 per share, or anaggregate amount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 additional forwardpurchase shares for $10.00 per share, or an aggregate maximum amount of up to $25,000,000, in each case in aprivate placement that may close simultaneously with the closing of our initial business combination.

Our Sponsor and Competitive Advantages

Since its inception in 2012, TG has built up a strong track record and reputation in identifying and nurturingnext-generation technology leaders. Our founders’ investments include many European and Israeli unicorns andleading disruptors that were valued at over $1 billion, such as Delivery Hero, Lyft, Auto1, Wefox, Cazoo, Bird,Rapyd and REEF Technology. Focused on trillion-euro offline industries, TG invests in technology-drivencompanies that have massive disruption potential and an ability to create durable value. In nine years ofpartnership, our founders have executed 15 exits, out of which four were via initial public offerings (“IPOs”).Our founders have invested in over 80 companies across the consumer internet, mobility and FinTech sectors,participating in investment rounds across multiple stages and alongside notable investors, as demonstrated below:

• Auto1 (ETR: AG1): A leading European marketplace for buying and selling used cars. Auto1 hasmore than 60,000 professional partners across more than 30 countries today. TGAIC’s CEO, ShmuelChafets, represented TG sat on the Auto1 Board, supporting Auto1 over several funding rounds andmaintaining strong relationships with the founding team. Auto1 raised over $2 billion from investorsincluding TG, such as SoftBank, Vision Fund and Piton Capital, prior to its recent IPO in February2021, when Auto1 raised approximately $2 billion at an IPO post-money valuation of over $9 billion.

• Delivery Hero (ETR: DHER): A leading global online food-ordering service operating in 49countries with more than 500,000 restaurants around the globe. TG was an early investor in DeliveryHero since its investment round in January 2014, where TG invested in the company alongside InsightPartners, Rocket Internet and General Atlantic. In approximately 6 years as a private company,Delivery Hero raised approximately $2 billion, and went public in June 2017 in what was the largesttechnology IPO in Germany in 2017 with a valuation of over $4 billion. Delivery Hero was valued atover $27 billion as of February 24, 2021.

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• Docplanner: An online healthcare platform and Software-as-a-Service (“SaaS”) vendor enablingpatients to find local physicians online and to book appointments. A market leader in 11 markets acrossEurope and Latin America, with over 2 million active doctors and 4 million unique patients visitingtheir websites each month, Docplanner is one of the most impressive private European softwarecompanies. TG invested in its Series C in June 2016 and is represented on Docplanner’s board ofdirectors. Docplanner raised approximately $144 million to date since its inception in 2012 from anumber of other investors than TG such as One Peak Partners, Piton Capital, Enern and Goldman SachsGrowth Equity.

• McMakler:Combining traditional real estate brokerage and modern technology, McMakler is a tech-enabled broker streamlining the manual, time-consuming process in residential property sales, allowingit to serve its markets in an efficient and effective digital-first manner. With over 400 on-site brokersand 350,000 potential buyers, McMakler is one of the leading hybrid real-estate players in Germany.Since its inception in 2015, McMakler has raised approximately $164 million from investors includingBalderton Capital, Warburg Pincus and TG. Shmuel Chafets is a member of McMakler’s Board.

• Rapyd: A leading PayTech enabling pay-ins and pay-outs via cash, e-wallets or local cards in over100 countries for large enterprise customers. TG led Rapyd’s Series A financing round in June 2018and invested in each subsequent financing round. TG is represented on Rapyd’s board of directors andis one of its largest financial shareholders. Rapyd raised approximately $480 million since its inception,most recently raising Series D financing of approximately $300 million in December 2020, which ourfounders have participated in, alongside Coatue Management.

• Wefox: A digital marketplace for the insurance industry. It serves consumers, brokers and insurancecompanies and allows for management of insurance and financial products, as well as back-officeprocedures. Wefox has gained significant traction in a short period of time, making it one of the fastest-growing insurance technology (“InsurTech”) start-ups in Germany. Yaron Valler, our Chief InvestmentOfficer, has been a member of the board of directors of Wefox since TG co-led the company’s Series Afinancing round in September 2016 . In approximately six years of operations, Wefox raised around$399 million and counts Omers Ventures, Mubadala Capital and Salesforce Ventures as some of itsinvestors.

• Zego: A pay-as-you-go auto insurance platform for multiple types of vehicles and fleets, enablingflexibility that saves time and money for drivers and riders. Zego has demonstrated extraordinarygrowth combined with strong execution, and has to date insured more than 200,000 vehicles. InDecember 2020, Zego also became the first U.K. InsurTech company to be granted a Europeanbrokerage license, enabling further European expansion. TG has invested in Zego as part of its Series Bfinancing round in June 2019, joining a strong and supportive investor base with insurance expertiseand significant financial resources to support its high growth including Balderton Capital and TaavetHinrikus of TransferWise, TG has been represented on the board of Zego since June 2019.

TGAIC was formed to leverage the extensive experience and track record of our founders with the goal ofan initial business combination that can deliver significant returns to our investors. Our founders have extensiveinvestment and operational experience in identifying and accompanying disruptive innovators in our sectors offocus, from an early development stage all the way through to accessing the public markets. Our founders’industry-specific network of more than 50 investment and operational experts as well as advisory networks ofmore than 100 LPs and supporters across various locations in Europe, the U.S., Israel and Asia, give us a strongcompetitive advantage for sourcing leading business combination candidates within the European and Israelitechnology ecosystems.

We provide instrumental support to entrepreneurs in building market leaders, which is why innovatorschoose to partner with us. Our founders have cultivated meaningful relationships with entrepreneurs across theEuropean and Israeli technology ecosystems by proving to be valuable partners in strategic development,international expansion and public market preparedness. Our vast operational experience as well as our broadentrepreneurial networks demonstrate our ability not only to access and identify business combination candidatesthat are top of their class but also to drive growth and establish best-in-class public practices and operations.

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Past performance in the above case studies is not necessarily an indication of future results. See “RiskFactors—Past performance by our management team or their respective affiliates may not be indicative of futureperformance of an investment in us.”

Management, Board of Directors & Advisors Experience

Our management team is led by Shmuel Chafets, our Chief Executive Officer, and Dr. Gerhard Cromme,Chairman and non-independent director of the Board. Additionally, the management team includes Yaron Valler,our Chief Investment Officer, and Heiko Dimmerling, our Chief Financial Officer and non-independent directorof the Board. Our independent, non-executive Board members are Lars Hinrichs, Sigal Regev Rosenberg andMichael Abbott.

Our independent directors have extensive experience in founding, and taking leading companies public,across a wide variety of sectors. All of our independent directors have led or been a part of leadership teams incompanies that have achieved considerable global scale and have generated significant value for investors. Ourleadership team and senior advisors consists of seasoned industry experts with broad-ranging experience.Collectively, our Board of directors and senior advisors have experience across various positions as founders,executives, Board members and investors of large public corporates, leading innovators and financial institutionsincluding Siemens, Deutsche Telekom, Columbia Care, Meuhedet Health Services, Cinco Capital, ElysiumCapital, PICO Venture Partners and Vroom., amongst many others.

In addition to the management team, our sponsor’s team consists of 30 investment experts who hold deepdomain knowledge across various technology sectors including Mobility, FinTech, SaaS, and marketplaces. Oursponsor’s investment team has wide-ranging experience across corporate development, M&A and capitalmarkets within both the public and private markets at large corporates and financial institutions.

Management team

Shmuel Chafets

Mr. Chafets is currently the General Partner and Vice Chairman of TG where he leads investments fromseed to scale-up stages across various sectors ripe for digital disruption. Based in Tel Aviv, Israel, he is our ChiefExecutive Officer. While at TG, Mr. Chafets has made multiple notable investments, including Auto1 (ETR:AG1), where he also sat on the Board and which recently went public at an IPO post-money valuation of over$9 billion on February 4, 2021. Other investments made by Mr. Chafets include McMakler, TravelPerk, Freshaand ZooZ (sold to PayUMoney). Prior to joining TG, Mr. Chafets was a partner at Berlin-based Hasso PlattnerVentures (HPV) where he invested in companies such as iZettle (sold to PayPal (NAS: PYPL)) and Hansoft andserved as a Board member of DreamLines and reBuy. Before that, Mr. Chafets was a partner at Giza VentureCapital in Tel Aviv where he invested in companies such as Soluto (sold to Asurion), Visual.ly (sold toScribbleLive) and other early-stage internet ventures. Together with Giza Venture Capital, Mr. Chafets foundedGPV, a pioneering Warsaw-based venture capital fund where Mr. Chafets led various Internet and Softwareinvestments. Mr. Chafets co-founded SAM Seamless Network, a cyber-security technology company in 2016,and serves as its Vice-Chairman. Additionally, Mr. Chafets also co-founded LocaLoco (sold to Say MediaGroup), a social gaming start-up targeting emerging markets. Mr. Chafets started his career as a strategicconsultant to GCS Issue Management Limited and to several members of the Israeli parliament and government.

Yaron Valler

Yaron Valler serves as the Managing General Partner at TG, and as our Chief Investment Officer. Prior tojoining TG, Mr. Valler managed Hasso Plattner Ventures (HPV) as CEO. While at HPV, Mr. Valler invested incompanies such as Panaya (sold to Infosys), Fyber (sold to RNTS Media), Delivery Hero (ETR: DHER, whichwent public in 2017 at a valuation of over $4 billion) and many other leading companies in Berlin and Israel.Mr. Valler previously led the enterprise software practice at Giza Venture Capital where he invested in

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companies such as Yadata (sold to Microsoft) and eGlue (sold to NICE Systems), he was an early-stage investorat the Technion Incubator and was a co-founder and Vice-President of Business Development at ExcedoTechnologies. Mr. Valler holds an MBA from INSEAD in France and a B.Sc. in Information SystemsEngineering from Ben-Gurion University in Israel.

Heiko Dimmerling

Heiko Dimmerling is currently CEO of Alina, a company he co-founded together with TG, and ChiefFinancial Officer at TG, and serves as our Chief Financial Officer and non-independent member of our Board.Before joining TG, Mr. Dimmerling was Chief Operating Officer at HQ Capital, where he was responsible forthe global operations in private equity, real estate and direct investments with over $12 billion assets undermanagement. Prior thereto, he was a Partner at the Private Equity Fund Triton for more than 16 years sponsoringseveral funds totaling approximately €9 billion investor capital. As an active angel and venture capital investor ina number of start-ups across several segments, Mr. Dimmerling experienced the support gap for hardwarestart-ups first hand and to address the gap, he co-founded BatchOne. Mr. Dimmerling started his career at ArthurAndersen supporting venture capital and private equity international strategic investors in M&A transactions andcorporate finance. Mr. Dimmerling holds a B.A. in Business Administration from the University of AppliedSciences, Fulda.

Board of Directors

Dr. Gerhard Cromme

Dr. Cromme currently serves as Chairman of TG and as Chairman of our Board of Directors. Alongside hisoffice as Chairman of the board at TG, Dr. Cromme is currently the chairman of the supervisory board of TGportfolio company Auto1 (ETR: AG1), chairman of the advisory board of Aroundtown (ETR: AT1), one of thelargest listed commercial real-estate companies in Europe as well as a member of the supervisory boards ateClear AG and Highview Enterprises Ltd. Previously, Dr. Cromme was chairman of the supervisory board ofSiemens (ETR: SIE) and co-chairman of the supervisory boards at Thyssen Krupp (ETR: TKA) and ODDOBHF-Group, as well as a member of the supervisory boards of numerous corporates in Germany and France, suchas Axel Springer, E.ON. (ETR: EOAN), Ruhrgas, Volkswagen (ETR: VOW3), BNP Paribas (EPA: BNP) andSaint Gobain (LON: COD). Dr. Cromme holds degrees in law from the University of Münster and the Universityof Lausanne, and in economics from the University Sorbonne in Paris and Harvard University (PMD) as well as aDoctor of Law from the University of Münster.


Ms. Rosenberg is as an independent non-executive member of our Board of Directors. Based in Tel Aviv,Israel, she has over 14 years of experience in the health services industry in Israel. Ms. Rosenberg is currently theCEO of Meuhedet Health Services, Israel’s third-largest health maintenance organization (HMO) servingapproximately 1.3 million people. Prior to her role as CEO of Meuhedet Health Services, Ms. Rosenberg was itsChief Financial Officer for 5 years, responsible for an approximately $2 billion budget. Before that, she workedat Clalit Health Services for over 11 years, holding various positions including Vice President of InnovationPlanning and Research. Ms. Rosenberg holds a M.A. degree in Social Sciences and Economics and a B.A. degreein Economics, Mathematics and Computer Science from Ben-Gurion University of the Negev.

Lars Hinrichs

Mr. Hinrichs is as an independent non-executive member of our Board of Directors. Based in Hamburg,Germany, he is an entrepreneur and investor, having launched one of his first ventures at the age of 22, politik-digital.de, an award-winning platform for politics and new media. Furthermore, Mr. Hinrichs founded XING in2003 (ETR: NOW), a career-oriented social networking site, which he took public in 2006. In 2010, Mr. Hinrichsfounded HackFwd, an innovative pre-seed investment company that supported Europe’s entrepreneurs inlaunching tech start-ups and included investments in YieldKit, Watchlater, Cobook and Infogr.am, amongstothers. Mr. Hinrichs is currently the founder and CEO of Cinco Capital, an independent

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investment company, and has been a member of the supervisory board at Deutsche Telekom AG (ETR: DTE)since October 2013 and has served as the chairman of the supervisory board of xbAV AG since 2016.Mr. Hinrichs studied at Harvard Kennedy School of Government and Yale Jackson Institute for Global Affairs.

Michael Abbott

Mr. Abbott is as an independent non-executive member of our Board of Directors. He is the founder andexecutive chairman of Columbia Care (NEO: CCHW), one of the largest pharmaceutical manufacturer ofcannabis-related medicines in the United States of America and Europe, of which TG is a shareholder.Mr. Abbott has over 30 years of experience in banking and finance. In 2002, Mr. Abbott founded ElysiumCapital, a foreign exchange trading hedge fund, and in 2006 he was appointed as CEO of Robeco Sage, a billion-dollar fund of hedge funds. He started his financial career at Swiss Bank Corp. and later worked at GoldmanSachs where he eventually led its Structured Product Trading and Origination Group. Mr. Abbott holds aBachelor of Laws degree from King’s College London.

Senior Advisors

Elie Wurtman

Mr. Wurtman is the co-founder and Partner at PICO Venture Partners, an early-stage venture capital fundheadquartered in Jerusalem. He brings two decades of experience as an entrepreneur, executive, and investor whohas played an active role in several high-profile start-ups including Vroom (NASDAQ: VRM) and Spot.io(acquired by NetApp), amongst others. Prior to PICO, Mr. Wurtman was a General Partner at Benchmark Capitaland worked for 3 years with Jerusalem Venture Partners. Furthermore, he launched his first company in 1993 andtook several companies from founding to IPO (including Deltathree and Vroom). Mr. Wurtman holds a Bachelorof Arts degree in Political Science and Government from Columbia University and a Bachelor of Arts degree inTalmudic Studies from the Jewish Theological Seminary of America.

Andrin Bachmann

Mr. Bachmann is an experienced entrepreneur and investor in the technology, media andtelecommunications space. Earlier in his career, Mr. Bachmann co-founded Glocalnet AB, a Swedishtelecommunications company, and worked as a partner at MC Partners, a Boston-based private equity firm. In2010, Mr. Bachmann co-founded Piton Capital, a venture capital firm in London focused on investing inbusinesses with network effects. Mr. Bachmann currently holds various Board positions with companies such asAuto1 (ETR: AG1), ManoMano, Docplanner and Booksy. Mr. Bachmann holds a Master of Science degree inComputer Science from ETH Zurich.

Industry Opportunity

The European and Israeli technology ecosystems continue to experience substantial growth. Over the pastdecade, Europe has produced over 50 technology unicorns, and Israeli technology companies have attracted morethan $65 billion of investment. In 2020 alone, European technology unicorns attracted approximately $42 billionof investment and there were around 15 new Israeli-founded technology unicorns. We believe Europe andIsrael’s ecosystems present massive opportunities, yet the capital invested in the region is still underweightrelative to its share of the global gross domestic product (“GDP”). For instance, while Europe accounts foraround one-quarter of global GDP, its share of global technology investment was below 15% in 2020. Israel alsorepresents a sizeable opportunity, with increasing investments in Israeli high-tech companies, growing year-over-year by approximately 30% in 2020. As a European and Israeli-focused investment firm in fast-growing butunder-represented ecosystems, TGAIC is strongly placed to capitalize on these structural tailwinds and invest inemerging and disruptive companies looking for partners to take them to the next phase of growth.

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g62c60-2.0g38h84-2.0

Capital invested in Europe and European unicorns

Cum

ulative number of unicorns

60

45

30

15

0

Capital invested in Europe (in $b)Cumulative no of unicorns in Europe

20202019201820172016201520142013201220112010

42.1

35.3

27.4

18.112.111.0

6.74.33.33.01.7

Source: PitchBook Data, Inc.; TG’s data search on Pitchbook.

Capital invested by relative weight of global GDP and population

24% 26%33%

17%13%

54%

28%

5%9%

5%

50%

37%

Share in global GDP Share in global capital invested (2020) Share of global population

Europe United States Asia RoW

Source: Dealroom, Atomico (The State of European Tech 2020).

Within the technology landscape, we intend to focus on massive technology-driven sectors where innovatorshave an opportunity to become leading disruptors. There are a number of key themes that drive our choice ofsectors and these include:

• The transition of traditional industries to digital models and distribution through the internet

• Ongoing migration of users to online platforms as their first destination for products and services

• The growth of data being generated by users of online platforms and the use of that data bymachine learning and artificial intelligence to create better and more efficient outcomes

• The growing market for financial innovation made possible by technology

We have chosen sectors that benefit from our key themes as follows:

• Consumer Internet: we define consumer internet as an industry comprised of consumers, producersand service providers who leverage the internet as a means to buy or sell products and services toend-consumers. The industry has grown significantly as consumers shift from offline to online (oromni-channel), a trend driven by the proliferation of mobile devices and further accelerated by therecent Covid-19 pandemic. As consumers shift online, they also demand better experiences andservices from companies. We believe that technology innovators that capitalize on these trends providevalue-driven offerings that are poised to disrupt legacy operators.

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• Mobility: we define the sector as one in which companies develop solutions to improve the ease andefficiency of movement. This includes businesses that leverage technology and operate along thedisruptive dimensions of mobility: autonomous driving, connectivity, electrification and sharedmobility. The businesses who operate in this industry have caused massive disruption to establishedlegacy industries, with consumers increasingly using their tech-enabled services to guide their mobilityand travel needs.

• FinTech: we define FinTech as the combination of traditional financial services and technology.Businesses in this sector leverage technology to build solutions that facilitate the effective creation,distribution and efficiency of financial products and services. The sector has benefited from increasingdigitisation across the financial services industry, accelerated by the recent pandemic, as companiesadopt digital solutions in response to regulatory pressures, to drive efficiency, and to remaincompetitive.

Business Strategy

Our business strategy is focused on identifying European and Israeli technology companies that wouldbenefit from our expertise and create long-term value. We believe that our breadth of experience in these sectorswill bolster our ability to thoroughly evaluate prospective candidates and successfully complete our initialbusiness combination.

While we may pursue an initial business combination opportunity in any industry or geographical location,at the time of this prospectus, we intend to focus on the consumer internet, mobility and FinTech sectors asbroadly defined under our Industry Opportunity section. Moreover, we plan to pursue an initial businesscombination with a company headquartered or with key operations in Europe (including the U.K.) and Israel.TGAIC’s leadership team believes that the current competitive landscape, industry dynamics, consumer demandand increasingly favorable regulatory frameworks in these geographies have and will continue to cultivate adynamic ecosystem of consumer internet, mobility and FinTech companies. These markets have now developedto a point where many companies in these sectors have significant scale and have begun to seek public marketaccess, making a business combination a compelling opportunity.

We believe that TGAIC is strongly positioned as a European and Israeli partner with regional presence,supported by TG’s extensive on-the-ground network, and an advisory network of LPs, founders, and investorcontacts. Our reputation in the European and Israeli technology ecosystems is demonstrated by our long-standingtrack record of sourcing targets, making investments, supporting our entrepreneurs in building the next marketleaders and creating value to our investors. Our value proposition is based on our founders’ proven approach ofextensive networks within the European and Israeli technology ecosystems, profound expertise across our targetsectors and vast operational experience.

Target Identifying Strategy

Our target identification strategy involves seeking a high value creation opportunity within the consumerinternet, mobility or FinTech sectors and unlocking the embedded value of the target through propercapitalization of the merged company and focused development of its product candidates. We believe ourmanagement team, alongside our investment team with deep industry expertise and our expansive network,ensure that we are well positioned to identify unique opportunities across the breadth and depth of our personalnetworks and industry experience. Our selection process will leverage the relationships of our management teamwith industry captains, key opinion leaders, respected peers, investment bankers and other industry participants.We also believe that TG’s reputation, experience and track record of making investments and building successfulcompanies in these sectors amongst others, along with our TGAIC structure, will make us a preferred partner formany of these targets.

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Elements of our screening process include:

• Identifying opportunities and prospective combination candidates through existing relationships acrossindustry and academia.

• Uncovering off-the-radar assets across Europe and Israel, leveraging deep knowledge and provenexpertise of the investment base.

• Leveraging our TGAIC management team and entrepreneurial network to assist companies with high-potential assets and help unlock intrinsic value through refinement of business plan, portfolioprioritization, and the design and execution of their long-term growth strategy.

• Focusing on those companies that can be positioned to efficiently achieve scale and capture value inemerging, disruptive sectors.

We believe that the track record and ability of our management team to support company growth is a significantcompetitive advantage, which we intend to leverage in order to assess and identify exciting prospectivecandidates to drive value together post business combination.

Acquisition Strategy

We intend to focus on Europe and Israel with our deep vertical knowledge and proven expertise in consumerinternet, mobility and FinTech. We are strongly positioned to address the under-served European ecosystem. Wewill leverage TG’s extensive on-the-ground and industry-specific advisory network comprising of over 100 LPsand more than 50 operational experts to provide us with access to top-tier candidates. This ensures that, throughour broad pipeline, we have a compelling advantage in sourcing upcoming unicorns and emerging disruptors.

Furthermore, given TG’s status as a leading technology-focused investment firm, we expect additionalcandidates to be brought to our attention through a number of independent sources including, but not limited to,founders and other investors across the European, U.K. and Israeli tech landscape.

We believe our prospective candidates will benefit from TG’s management team’s expertise, which we aimto leverage to strengthen and scale the target following the initial business combination.

We intend to seek to acquire a business that we believe has the following characteristics:

• Distinctive team: An exceptional management team comprised of serial entrepreneurs;

• Leadership position: A key emerging player in one of our target sectors of consumer internet,mobility and FinTech;

• Competitive advantage: A defensible business model with sustainable competitive differentiation;

• Platform for future M&A: Long-term potential for value creation through M&A or partnerships; and

• Attractive financial profile: Outstanding growth metrics and a clear pathway to generatingsignificant, long-term cash flow.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initialbusiness combination may be based, to the extent relevant, on these general criteria as well as otherconsiderations, factors, criteria and guidelines that our TGAIC management may deem relevant. Ultimately, weintend to leverage the operational experience and disciplined investment approach of our TGAIC team to identifyopportunities to unlock value.

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Initial Business Combination

So long as our securities are then listed on the Nasdaq our initial business combination must occur with oneor more target businesses that together have an aggregate fair market value of at least 80% of the net assets heldin the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earnedon the trust account) at the time of signing a definitive agreement in connection with our initial businesscombination. If our Board of Directors is not able to independently determine the fair market value of the targetbusiness or businesses, we will obtain an opinion from an independent investment banking firm that is a memberof the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent valuation or appraisal firmwith respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able tomake an independent determination of the fair market value of a target business or businesses, it may be unableto do so if the board is less familiar or experienced with the target company’s business, there is a significantamount of uncertainty as to the value of the company’s assets or prospects, including if such company is at anearly stage of development, operations or growth, or if the anticipated transaction involves a complex financialanalysis or other specialized skills and the board determines that outside expertise would be helpful or necessaryin conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of thetarget business meets the 80% of net assets threshold, unless such opinion includes material informationregarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies ofsuch opinion would be distributed to our shareholders. However, if required under applicable law, any proxystatement that we deliver to shareholders and file with the SEC in connection with a proposed transaction willinclude such opinion.

We anticipate structuring our initial business combination so that the post-business combination company inwhich our public shareholders own shares will own or acquire 100% of the equity interests or assets of the targetbusiness or businesses. We may, however, structure our initial business combination such that the post-businesscombination company owns or acquires less than 100% of such interests or assets of the target business in orderto meet certain objectives of the target management team or shareholders or for other reasons, but we will onlycomplete such business combination if the post-business combination company owns or acquires 50% or more ofthe outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficientfor it not to be required to register as an investment company under the Investment Company Act of 1940, asamended, or the Investment Company Act. Even if the post-business combination company owns or acquires50% or more of the voting securities of the target, our shareholders prior to the business combination maycollectively own a minority interest in the post-business combination company, depending on valuations ascribedto the target and us in the business combination. For example, we could pursue a transaction in which we issue asubstantial number of new shares in exchange for all of the outstanding capital stock, shares or other equityinterests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a resultof the issuance of a substantial number of new shares, our shareholders immediately prior to our initial businesscombination could own less than a majority of our outstanding shares subsequent to our initial businesscombination. If less than 100% of the equity interests or assets of a target business or businesses are owned oracquired by the post-business combination company, the portion of such business or businesses that is owned oracquired is what will be valued for purposes of the 80% of net assets test. If the business combination involvesmore than one target business, the 80% of net assets test will be based on the aggregate value of all of the targetbusinesses. In addition, we have agreed not to enter into a definitive agreement regarding an initial businesscombination without the prior consent of our sponsor. If our securities are not then listed on the Nasdaq forwhatever reason, we would no longer be required to meet the foregoing 80% of net asset test.

To the extent we effect our initial business combination with a company or business that may be financiallyunstable or in its early stages of development or growth, we may be affected by numerous risks inherent in suchcompany or business. Although our management will endeavor to evaluate the risks inherent in a particular targetbusiness, we cannot assure you that we will properly ascertain or assess all significant risk factors.

The time required to select and evaluate a target business and to structure and complete our initial businesscombination, and the costs associated with this process, are not currently ascertainable with any degree of

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certainty. Any costs incurred with respect to the identification and evaluation of a prospective target businesswith which our initial business combination is not ultimately completed will result in our incurring losses andwill reduce the funds we can use to complete another business combination.

Other Considerations

We are not prohibited from pursuing an initial business combination with a company that is affiliated withour sponsor, founders, officers or directors. In the event we seek to complete our initial business combinationwith a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or acommittee of independent directors, will obtain an opinion from an independent investment banking firm that is amember of FINRA or another independent firm that commonly renders valuation opinions for the type ofcompany we are seeking to acquire or an independent accounting firm that such initial business combination isfair to our company from a financial point of view. We are not required to obtain such an opinion in any othercontext.

We currently do not have any specific business combination under consideration. Our officers and directorshave neither individually selected nor considered a target business nor have they had any substantive discussionsregarding possible target businesses among themselves or with our underwriter or other advisors. Ourmanagement team is regularly made aware of potential business opportunities, one or more of which we maydesire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted anyprospective target business or had any substantive discussions, formal or otherwise, with respect to a businesscombination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken anysubstantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor havewe engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

In addition, certain of our founders, officers and directors presently have, and any of them in the future mayhave additional, fiduciary and contractual duties to other entities. As a result, if any of our founders, officers ordirectors becomes aware of a business combination opportunity which is suitable for an entity to which he, she orit has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under CaymanIslands law, he, she or it will need to honor such fiduciary or contractual obligations to present such businesscombination opportunity to such entity, before we can pursue such opportunity. If these other entities decide topursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect theseduties to materially affect our ability to complete our initial business combination. Our amended and restatedmemorandum and articles of association provide that we renounce our interest in any business combinationopportunity offered to any director or officer unless such opportunity is expressly offered to such person solely inhis or her capacity as a director or officer of the company and it is an opportunity that we are able to complete ona reasonable basis.

Our founders, sponsor, officers and directors may sponsor, form or participate in other blank checkcompanies similar to ours during the period in which we are seeking an initial business combination. Any suchcompanies may present additional conflicts of interest in pursuing an acquisition target, particularly in the eventthere is overlap among investment mandates. However, we do not currently expect that any such other blankcheck company would materially affect our ability to complete our initial business combination. In addition, ourfounders, sponsor, 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 management time among various business activities,including identifying potential business combinations and monitoring the related due diligence.

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses. As anexisting public company, we offer a target business an alternative to the traditional initial public offering througha merger or other business combination with us. In a business combination transaction with us, the owners of the

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target business may, for example, exchange their shares of stock in the target business for our Class A ordinaryshares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash,allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will findthis method a more expeditious and cost effective method to becoming a public company than the typical initialpublic offering. The typical initial public offering process takes a significantly longer period of time than thetypical business combination transaction process, and there are significant expenses in the initial public offeringprocess, including underwriting discounts and commissions, that may not be present to the same extent inconnection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectivelybecome public, whereas an initial public offering is always subject to the underwriter’s ability to complete theoffering, as well as general market conditions, which could delay or prevent the offering from occurring or havenegative valuation consequences. Once public, we believe the target business would then have greater access tocapital, an additional means of providing management incentives consistent with shareholders’ interests and theability to use its shares as currency for acquisitions. Being a public company can offer further benefits byaugmenting a company’s profile among potential new customers and vendors and aid in attracting talentedemployees.

While we believe that our structure and our management team’s backgrounds will make us an attractivebusiness partner, some potential target businesses may view our status as a blank check company, such as ourlack of an operating history and our ability to seek shareholder approval of any proposed initial businesscombination, negatively.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by theJOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirementsthat are applicable to other public companies that are not “emerging growth companies” including, but notlimited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxystatements, and exemptions from the requirements of holding a non-binding advisory vote on executivecompensation and shareholder approval of any golden parachute payments not previously approved, If someinvestors find our securities less attractive as a result, there may be a less active trading market for our securitiesand the prices of our securities may be more volatile.


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 this offering, (b) in which we have total annual grossrevenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means themarket value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as ofthe end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion innon-convertible debt securities during the prior three-year period. References herein to “emerging growthcompany” shall have the meaning associated with it in the JOBS Act.

Financial Position

With funds available for a business combination initially in the amount of $241,250,000 (assuming noredemptions and assuming no funding under the forward purchase agreements), after payment of the estimatedexpenses of this offering and $7,000,000 of deferred underwriting fees (or $277,437,500 after payment of the

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estimated expenses of this offering and $8,050,000 (assuming no redemptions and assuming no funding under theforward purchase agreements) of deferred underwriting fees if the underwriter’s over-allotment option is exercisedin full), we offer a target business a variety of options such as creating a liquidity event for its owners, providingcapital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing itsdebt ratio. Because we are able to complete our initial business combination using our cash, debt or equitysecurities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that willallow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we havenot taken any steps to secure third-party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of timefollowing this offering. We intend to effectuate our initial business combination using cash from the proceeds ofthis offering and the sale of the private placement warrants and the forward purchase shares, if any, our equity,debt or a combination of these as the consideration to be paid in our initial business combination. We may seekto complete our initial business combination with a company or business that may be financially unstable or in itsearly stages of development or growth, which would subject us to the numerous risks inherent in such companiesand businesses.

We will have up to 18 months from the closing of this offering to consummate an initial businesscombination. However, if we anticipate that we may not be able to consummate our initial business combinationwithin 18 months, we may, by resolution of our board if requested by our sponsor, extend the period of time toconsummate a business combination two times by an additional three months each time (for a total of up to 24months to complete a business combination), subject to the sponsor depositing additional funds into the trustaccount as set out below. Pursuant to the terms of our amended and restated certificate of incorporation and thetrust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date ofthis prospectus, in order for the time available for us to consummate our initial business combination to beextended, our sponsor or its affiliates or designees, upon five business days advance notice prior to the applicabledeadline, must deposit into the trust account, for each three-month extension, $2,000,000, or $2,300,000 if theunderwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) on or prior to the date of theapplicable deadline, providing a total possible period of 24 months within which we can complete a businesscombination. Any such payment would be made in the form of non-interest bearing loans. If we complete ourinitial business combination, we will, at the lender’s option, repay such loaned amounts out of the proceeds of thetrust account released to us or convert a portion or all of the total loan amounts into warrants at a price of $1.00per warrant, which warrants will be identical to the private warrants. If we do not complete a businesscombination, we will repay such loans only from any funds held outside of the trust account. In the event that wereceive notice from our sponsor five business days prior to the applicable deadline of its wish for us to effect anextension, we intend to issue a press release announcing such intention at least three days prior to the applicabledeadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whetheror not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fundthe trust account to extend the time for us to complete our initial business combination. If we are unable toconsummate an initial business combination within such time period, we will redeem 100% of our issued andoutstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregateamount then on deposit in the trust account including interest earned on the funds held in the trust account andnot previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),divided by the number of then outstanding public shares, subject to applicable law and as further describedherein, and then seek to dissolve and liquidate.

If our initial business combination is paid for using equity or debt, or not all of the funds released from thetrust account are used for payment of the consideration in connection with our initial business combination or

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used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us fromthe trust account for general corporate purposes, including for maintenance or expansion of operations of thepost- business combination company, the payment of principal or interest due on indebtedness incurred incompleting our initial business combination, to fund the purchase of other companies or for working capital.

We have not selected any business combination target and we have not, nor has anyone on our behalf,initiated any substantive discussions with any business combination target. Additionally, we have not engaged orretained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct anyresearch or take any measures, directly or indirectly, to locate or contact a target business, other than our officersand directors. Accordingly, there is no current basis for investors in this offering to evaluate the possible meritsor risks of the target business with which we may ultimately complete our initial business combination. Althoughour management will assess the risks inherent in a particular target business with which we may combine, wecannot assure you that this assessment will result in our identifying all risks that a target business may encounter.Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control orreduce the chances that those risks will adversely affect a target business.

We may need to obtain additional financing to complete our initial business combination, either because thetransaction requires more cash than is available from the proceeds held in our trust account, or because webecome obligated to redeem a significant number of our public shares upon completion of the businesscombination, in which case we may issue additional securities or incur debt in connection with such businesscombination. There are no prohibitions on our ability to issue securities or incur debt in connection with ourinitial business combination. We are not currently a party to any arrangement or understanding with any third-party with respect to raising any additional funds through the sale of securities, the incurrence of debt orotherwise.

Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliatedsources, including investment market participants, private equity groups, investment banking firms, consultants,accounting firms and large business enterprises. Target businesses may be brought to our attention by suchunaffiliated sources as a result of being solicited by us through calls or mailings. These sources may alsointroduce us to target businesses in which they think we may be interested on an unsolicited basis, since some ofthese sources will have read this prospectus and know what types of businesses we are targeting. Our officers anddirectors, as well as their affiliates, may also bring to our attention target business candidates that they becomeaware of through their business contacts as a result of formal or informal inquiries or discussions they may have,as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary dealflow opportunities that would not otherwise necessarily be available to us as a result of the business relationshipsof our officers and directors. While we do not presently anticipate engaging the services of professional firms orother individuals that specialize in business acquisitions on any formal basis, we may engage these firms or otherindividuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to bedetermined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only tothe extent our management determines that the use of a finder may bring opportunities to us that may nototherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that ourmanagement determines is in our best interest to pursue. Payment of finder’s fees is customarily tied tocompletion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. Inno event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates paidby us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order toeffectuate, the completion of our initial business combination (regardless of the type of transaction that it is). Wehave agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, secretarial andadministrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying,investigating and completing an initial business combination. Some of our officers and directors may enter into

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employment or consulting agreements with the post-business combination company following our initialbusiness combination. The presence or absence of any such fees or arrangements will not be used as a criterion inour selection process of an acquisition candidate.


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, including entities that are affiliates of our sponsor, pursuantto which such officer or director is or will be required to present a business combination opportunity to suchentity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunitywhich is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or shewill honor his or her fiduciary or contractual obligations to present such business combination opportunity tosuch entity, subject to their fiduciary duties under Cayman Islands law. See “Management—Conflicts ofInterest.”

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

In evaluating a prospective target business, we expect to conduct an extensive due diligence review whichmay encompass, as applicable and among other things, meetings with incumbent management and employees,document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial andother information about the target and its industry. We will also utilize our management team’s operational andcapital planning experience. If we determine to move forward with a particular target, we will proceed tostructure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial businesscombination, and the costs associated with this process, are not currently ascertainable with any degree ofcertainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, aprospective target business with which our initial business combination is not ultimately completed will result inour incurring losses and will reduce the funds we can use to complete another business combination. Thecompany will not pay any consulting fees to members of our management team, or their respective affiliates, forservices rendered to or in connection with our initial business combination. In addition, we have agreed not toenter into a definitive agreement regarding an initial business combination without the prior consent of oursponsor.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for oursuccess may depend entirely on the future performance of a single business. Unlike other entities that have theresources to complete business combinations with multiple entities in one or several industries, it is probable that wewill not have the resources to diversify our operations and mitigate the risks of being in a single line of business. Bycompleting our initial business combination with only a single entity, our lack of diversification may:

• subject us to negative economic, competitive and regulatory developments, any or all of which mayhave a substantial adverse impact on the particular industry in which we operate after our initialbusiness combination; and

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• cause us to depend on the marketing and sale of a single product or limited number of products orservices.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business when evaluatingthe desirability of effecting our initial business combination with that business, our assessment of the targetbusiness’s management may not prove to be correct. In addition, the future management may not have thenecessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of membersof our management team, if any, in the target business cannot presently be stated with any certainty. Thedetermination as to whether any of the members of our management team will remain with the combinedcompany will be made at the time of our initial business combination. While it is possible that one or more of ourdirectors will remain associated in some capacity with us following our initial business combination, it isunlikely that any of them will devote their full efforts to our affairs subsequent to our initial businesscombination. Moreover, we cannot assure you that members of our management team will have significantexperience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positionswith the combined company. The determination as to whether any of our key personnel will remain with thecombined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbentmanagement of the target business. We cannot assure you that we will have the ability to recruit additionalmanagers, or that additional managers will have the requisite skills, knowledge or experience necessary toenhance the incumbent management.

Shareholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SECsubject to the provisions of our amended and restated memorandum and articles of association. However, we willseek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we maydecide to seek shareholder approval for business or other reasons.

Under the Nasdaq listing rules, shareholder approval would typically be required for our initial businesscombination if, for example:

• We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary sharesthen-outstanding (other than in a public offering);

• Any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5%or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise andthe present or potential issuance of ordinary shares could result in an increase in issued and outstandingordinary shares or voting power of 1% or more (or 5% or more if the related party involved isclassified as such solely because such person is a substantial security holder); or

• The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

The decision as to whether we will seek shareholder approval of a proposed business combination in thoseinstances in which shareholder approval is not required by law will be made by us, solely in our discretion, andwill be based on business and reasons, which include a variety of factors, including, but not limited to:

• the timing of the transaction, including in the event we determine shareholder approval would requireadditional time and there is either not enough time to seek shareholder approval or doing so wouldplace the company at a disadvantage in the transaction or result in other additional burdens on thecompany;

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• the expected cost of holding a shareholder vote;

• the risk that the shareholders would fail to approve the proposed business combination;

• other time and budget constraints of the company; and

• additional legal complexities of a proposed business combination that would be time-consuming andburdensome to present to shareholders.

Permitted Purchases and Other Transactions with Respect to Our Securities

If we seek shareholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our sponsor, directors,executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiatedtransactions or in the open market either prior to or following the completion of our initial business combination.Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws(including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors ortheir affiliates may enter into transactions with investors and others to provide them with incentives to acquirepublic shares, vote their public shares in favor of our initial business combination or not redeem their publicshares. However, they have no current commitments, plans or intentions to engage in such transactions and havenot formulated any terms or conditions for any such transactions. None of the funds in the trust account will beused to purchase public shares or warrants in such transactions. If they engage in such transactions, they will berestricted from making any such purchases when they are in possession of any material non-public informationnot disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privatelynegotiated transactions from public shareholders who have already elected to exercise their redemption rights orsubmitted a proxy to vote against our initial business combination, such selling shareholders would be required torevoke their prior elections to redeem their shares and any proxy to vote against our initial business combination.We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tenderoffer rules under the Exchange Act or a going-private transaction subject to the going-private rules under theExchange Act; however, if the purchasers determine at the time of any such purchases that the purchases aresubject to such rules, the purchasers will be required to comply with such rules.

The purpose of any such transaction could be to (i) vote in favor of the business combination and therebyincrease the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number ofpublic warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval inconnection with our initial business combination or (iii) satisfy a closing condition in an agreement with a targetthat requires us to have a minimum net worth or a certain amount of cash at the closing of our initial businesscombination, where it appears that such requirement would otherwise not be met. Any such purchases of oursecurities may result in the completion of our initial business combination that may not otherwise have beenpossible.

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

Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders withwhom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either theshareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in thecase of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with ourinitial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enterinto a private transaction, they would identify and contact only potential selling or redeeming shareholders who

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have expressed their election to redeem their shares for a pro rata share of the trust account or vote against ourinitial business combination, whether or not such shareholder has already submitted a proxy with respect to ourinitial business combination but only if such shares have not already been voted at the general meeting related toour initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will selectwhich shareholders to purchase shares from based on the negotiated price and number of shares and any otherfactors that they may deem relevant, and will be restricted from purchasing shares if such purchases do notcomply with Regulation M under the Exchange Act and the other federal securities laws.

Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares ifthe purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchaseswould be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent suchpurchasers are subject to such reporting requirements.

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class Aordinary shares upon the completion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to theconsummation of the initial business combination, including interest earned on the funds held in the trust accountand not previously released to us to pay our income taxes, if any, divided by the number of then-outstandingpublic shares, subject to the limitations described herein. The amount in the trust account is initially anticipatedto be $10.20 per public share and such amount will be increased by $0.10 if we choose to extend our time toconsummate an initial business combination by three months, as described herein. The per-share amount we willdistribute to investors who properly redeem their shares will not be reduced by the deferred underwritingcommissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficialholder must identify itself in order to validly redeem its shares. There will be no redemption rights upon thecompletion of our initial business combination with respect to our warrants. Further, we will not proceed withredeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a businesscombination does not close. Our sponsor and each member of our management team have entered into anagreement with us, pursuant to which they have agreed to waive their redemption rights with respect to anyfounder shares and public shares held by them in connection with (i) the completion of our initial businesscombination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum andarticles of association (A) that would modify the substance or timing of our obligation to provide holders of ourClass A ordinary shares the right to have their shares redeemed in connection with our initial businesscombination or to redeem 100% of our public shares if we do not complete our initial business combinationwithin 18 months from the closing of this offering (or up to 24 months from the closing of this offering if weextend the period of time to consummate a business combination) or (B) with respect to any other provisionrelating to the rights of holders of our Class A ordinary shares.

Limitations on Redemptions

Our amended and restated memorandum and articles of association will provide that in no event will weredeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so thatwe do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combinationmay require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the targetfor working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions inaccordance with the terms of the proposed business combination. In the event the aggregate cash considerationwe would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus anyamount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed theaggregate amount of cash available to us, we will not complete the business combination or redeem any shares,and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

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Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class Aordinary shares upon the completion of our initial business combination either (i) in connection with a generalmeeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whetherwe will seek shareholder approval of a proposed business combination or conduct a tender offer will be made byus, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction andwhether the terms of the transaction would require us to seek shareholder approval under applicable law or stockexchange listing requirement or whether we were deemed to be a foreign private issuer (which would require atender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchaseswould not typically require shareholder approval while direct mergers with our company where we do notsurvive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares orseek to amend our amended and restated memorandum and articles of association would typically requireshareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unlessshareholder approval is not required by applicable law or stock exchange listing requirement or we choose toconduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as weobtain and maintain a listing for our securities on the Nasdaq we will be required to comply with the Nasdaqrules.

If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amendedand restated memorandum and articles of association:

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

• file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxymaterials and, in connection therewith, provide our public shareholders with the redemption rights describedabove upon completion of the initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if we obtain theapproval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majorityof the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and eachmember of our management team have agreed to vote their founder shares and public shares in favor of ourinitial business combination. As a result, in addition to our initial purchaser’s founder shares, we would need7,500,001 or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is notexercised) of the 20,000,000 public shares sold in this offering to be voted in favor of an initial businesscombination in order to have our initial business combination approved. Each public shareholder may elect toredeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.In addition, our sponsor and each member of our management team have entered into an agreement with us,pursuant to which they have agreed to waive their redemption rights with respect to any founder shares andpublic shares held by them in connection with (i) the completion of a business combination and (ii) a shareholdervote to approve an amendment to our amended and restated memorandum and articles of association (A) thatwould modify the substance or timing of our obligation to provide holders of our Class A ordinary shares theright to have their shares redeemed in connection with our initial business combination or to redeem 100% of ourpublic shares if we do not complete our initial business combination within months from the closing of thisoffering (or up to 24 months from the closing of this offering if we extend the period of time to consummate abusiness combination) or (B) with respect to any other provision relating to the rights of holders of our Class Aordinary shares.

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If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amendedand restated memorandum and articles of association:

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

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

Upon the public announcement of our initial business combination, if we elect to conduct redemptionspursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under theExchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain openfor at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not bepermitted to complete our initial business combination until the expiration of the tender offer period. In addition,the tender offer will be conditioned on public shareholders not tendering more than the number of public shareswe are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we willwithdraw the tender offer and not complete such initial business combination.

Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek ShareholderApproval

If we seek shareholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association will provide that a public shareholder, together with any affiliate of suchshareholder or any other person with whom such shareholder is acting in concert or as a “group” (as definedunder Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering, which we refer to as “Excess Shares,” without our priorconsent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, andsubsequent attempts by such holders to use their ability to exercise their redemption rights against a proposedbusiness combination as a means to force us or our management to purchase their shares at a significant premiumto the then-current market price or on other undesirable terms. Absent this provision, a public shareholderholding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise itsredemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premiumto the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem nomore than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability ofa small group of shareholders to unreasonably attempt to block our ability to complete our initial businesscombination, particularly in connection with a business combination with a target that requires as a closingcondition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our shareholders’ ability to vote all of their shares (including ExcessShares) for or against our initial business combination.

Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights

Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold theirshares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to thedate set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or todeliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/

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Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to theinitially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, asapplicable, that we will furnish to holders of our public shares in connection with our initial businesscombination will indicate the applicable delivery requirements, which will include the requirement that abeneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholderwould have from the time we send out our tender offer materials until the close of the tender offer period, or upto two business days prior to the initially scheduled vote on the proposal to approve the business combination ifwe distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemptionrights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders touse electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificatingthe shares or delivering them through the DWAC System. The transfer agent will typically charge the tenderingbroker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to theredeeming holder. However, this fee would be incurred regardless of whether or not we require holders seekingto exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercisingredemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfectredemption rights in connection with their business combinations, many blank check companies would distributeproxy materials for the shareholders’ vote on an initial business combination, and a holder could simply voteagainst a proposed business combination and check a box on the proxy card indicating such holder was seekingto exercise his or her redemption rights. After the business combination was approved, the company wouldcontact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result,the shareholder then had an “option window” after the completion of the business combination during which heor she could monitor the price of the company’s shares in the market. If the price rose above the redemptionprice, he or she could sell his or her shares in the open market before actually delivering his or her shares to thecompany for cancellation. As a result, the redemption rights, to which shareholders were aware they needed tocommit before the general meeting, would become “option” rights surviving past the completion of the businesscombination until the redeeming holder delivered its certificate. The requirement for physical or electronicdelivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once thebusiness combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days priorto the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to byus. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemptionrights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder maysimply request that the transfer agent return the certificate (physically or electronically). It is anticipated that thefunds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptlyafter the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public shareholderswho elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable prorata share of the trust account. In such case, we will promptly return any certificates delivered by public holderswho elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a businesscombination with a different target until 18 months from the closing of this offering (or up to 24 months from theclosing of this offering if we extend the period of time to consummate a business combination).

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Redemption of Public Shares and Liquidation If No Initial Business Combination

Our amended and restated memorandum and articles of association will provide that we will have only 24months from the closing of this offering (or up to 24 months from the closing of this offering if we extend theperiod of time to consummate a business combination) to consummate an initial business combination. If wehave not consummated an initial business combination by such date, we will: (i) cease all operations except forthe 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 inthe trust account, including interest earned on the funds held in the trust account and not previously released to usto pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by thenumber of the then-outstanding public shares, which redemption will completely extinguish public shareholders’rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptlyas reasonably possible following such redemption, subject to the approval of our remaining shareholders and ourBoard of Directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations underCayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will beno redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if wefail to consummate an initial business combination within 18 months from the closing of this offering or prior tothe expiration of the three-month extension period as described elsewhere in this prospectus. Our amended andrestated memorandum and articles of association will provide that, if we wind up for any other reason prior to theconsummation of our initial business combination, we will follow the foregoing procedures with respect to theliquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter,subject to applicable Cayman Islands law.

Our sponsor and each member of our management team have entered into an agreement with us, pursuant towhich they have agreed to waive their rights to liquidating distributions from the trust account with respect to anyfounder shares they hold if we fail to consummate an initial business combination within 18 months from theclosing of this offering (or up to 24 months from the closing of this offering if we extend the period of time toconsummate a business combination) (although they will be entitled to liquidating distributions from the trustaccount with respect to any public shares they hold if we fail to complete our initial business combination withinthe prescribed time frame).

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that theywill not propose any amendment to our amended and restated memorandum and articles of association (A) thatwould modify the substance or timing of our obligation to provide holders of our Class A ordinary shares theright to have their shares redeemed in connection with our initial business combination or to redeem 100% of ourpublic shares if we do not complete our initial business combination within 18 months from the closing of thisoffering (or up to 24 months from the closing of this offering if we extend the period of time to consummate abusiness combination) or (B) with respect to any other provision relating to the rights of holders of our Class Aordinary shares, unless we provide our public shareholders with the opportunity to redeem their public sharesupon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account, including interest earned on the funds held in the trust account and not previouslyreleased to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares.However, we may not redeem our public shares in an amount that would cause our net tangible assets to be lessthan $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optionalredemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy thenet tangible asset requirement, we would not proceed with the amendment or the related redemption of our publicshares at such time. This redemption right shall apply in the event of the approval of any such amendment,whether proposed by our sponsor, any executive officer or director, or any other person.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well aspayments to any creditors, will be funded from amounts remaining out of the $1,000,000 held outside the trustaccount plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, althoughwe cannot assure you that there will be sufficient funds for such purpose.

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If we were to expend all of the net proceeds of this offering and the sale of the private placement warrants,other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned onthe trust account, the per-share redemption amount received by shareholders upon our dissolution would be$10.20 (assuming the period of time to consummate an initial business combination is not extended as providedfor herein). The proceeds deposited in the trust account could, however, become subject to the claims of ourcreditors which would have higher priority than the claims of our public shareholders. We cannot assure you thatthe actual per-share redemption amount received by shareholders will not be less than $10.20. While we intend topay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for allcreditors’ claims.

Although we will seek to have all vendors, service providers, prospective target businesses and other entitieswith which we do business execute agreements with us waiving any right, title, interest or claim of any kind in orto any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that theywill execute such agreements or even if they execute such agreements that they would be prevented frombringing claims against the trust account including, but not limited, to fraudulent inducement, breach of fiduciaryresponsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each casein order to gain an advantage with respect to a claim against our assets, including the funds held in the trustaccount. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trustaccount, our management will perform an analysis of the alternatives available to it and will only enter into anagreement with a third-party that has not executed a waiver if management believes that such third-party’sengagement would be significantly more beneficial to us than any alternative. Examples of possible instanceswhere we may engage a third-party that refuses to execute a waiver include the engagement of a third-partyconsultant whose particular expertise or skills are believed by management to be significantly superior to those ofother consultants that would agree to execute a waiver or in cases where management is unable to find a serviceprovider willing to execute a waiver. UBS Securities LLC will not execute an agreement with us waiving suchclaims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree towaive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts oragreements with us and will not seek recourse against the trust account for any reason. In order to protect theamounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claimsby a third-party for services rendered or products sold to us (other than our independent registered publicaccounting firm), or a prospective target business with which we have discussed entering into a transactionagreement, reduce the amounts in the trust account to below the lesser of (i) $10.20 per public share and (ii) theactual amount per public share held in the trust account as of the date of the liquidation of the trust account if lessthan $10.20 per public share due to reductions in the value of the trust assets, in each case net of the interest thatmay be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust accountnor will it apply to any claims under our indemnity of the underwriter of this offering against certain liabilities,including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceableagainst a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.However, we have not asked our sponsor to reserve for such indemnification obligations, nor have weindependently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and webelieve that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that oursponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claimsby third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per public shareand (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trustaccount if less than $10.20 per public share due to reductions in the value of the trust assets, in each case net ofthe amount of interest which may be withdrawn to pay our income tax obligations, and our sponsor asserts that itis unable to satisfy its indemnification obligations or that it has no indemnification obligations related to aparticular claim, our independent directors would determine whether to take legal action against our sponsor toenforce its indemnification obligations. While we currently expect that our independent directors would take

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legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible thatour independent directors in exercising their business judgment may choose not to do so in any particularinstance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-shareredemption price will not be less than $10.20 per public share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due toclaims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or otherentities with which we do business execute agreements with us waiving any right, title, interest or claim of anykind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under ourindemnity of the underwriter of this offering against certain liabilities, including liabilities under the SecuritiesAct. We will have access to up to $1,000,000 following this offering and the sale of the private placementwarrants with which to pay any such potential claims (including costs and expenses incurred in connection withour liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidateand it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders whoreceived funds from our trust account could be liable for claims made by creditors, however such liability willnot be greater than the amount of funds from our trust account received by any such shareholder. In the event thatour offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds notto be held in the trust account. In such case, the amount of funds we intend to be held outside the trust accountwould decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than ourestimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by acorresponding amount.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filedagainst us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcyor insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties withpriority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, wecannot assure you we will be able to return $10.20 per public share to our public shareholders. Additionally, ifwe file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed againstus 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.” Asa result, a bankruptcy or insolvency court could seek to recover some or all amounts received by ourshareholders. Furthermore, our Board of Directors may be viewed as having breached its fiduciary duty to ourcreditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitivedamages, by paying public shareholders from the trust account prior to addressing the claims of creditors. Wecannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of theredemption of our public shares if we do not complete our initial business combination within 18 months fromthe closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time toconsummate a business combination), (ii) in connection with a shareholder vote to amend our amended andrestated memorandum and articles of association (A) to modify the substance or timing of our obligation toprovide holders of our Class A ordinary shares the right to have their shares redeemed in connection with ourinitial business combination or to redeem 100% of our public shares if we do not complete our initial businesscombination within 18 months from the closing of this offering (or up to 24 months from the closing of thisoffering if we extend the period of time to consummate a business combination) or (B) with respect to any otherprovision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respectiveshares for cash upon the completion of the initial business combination. Public shareholders who redeem theirClass A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentenceshall not be entitled to funds from the trust account upon the subsequent completion of an initial businesscombination or liquidation if we have not consummated an initial business combination within 18 months fromthe closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time toconsummate a business combination), with respect to such Class A ordinary shares so redeemed. In no other

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circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event weseek shareholder approval in connection with our initial business combination, a shareholder’s voting inconnection with the business combination alone will not result in a shareholder’s redeeming its shares to us foran applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rightsdescribed above. These provisions of our amended and restated memorandum and articles of association, like allprovisions of our amended and restated memorandum and articles of association, may be amended with ashareholder vote.

Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination andIf We Fail to Complete Our Initial Business Combination.

The following table compares the redemptions and other permitted purchases of public shares that may takeplace in connection with the completion of our initial business combination and if we have not consummated aninitial business combination within 24 months from the closing of this offering:

Redemptions in Connection withOur Initial Business Combination

Other Permitted Purchases ofPublic Shares by Our Affiliates

Redemptions if We Fail toComplete an Initial Business

Combination

Calculation ofRedemption Price

Redemptions at the time ofour initial businesscombination may be madepursuant to a tender offer orin connection with ashareholder vote. Theredemption price will be thesame whether we conductredemptions pursuant to atender offer or in connectionwith a shareholder vote. Ineither case, our publicshareholders may redeemtheir public shares for cashequal to the aggregateamount then on deposit inthe trust account calculatedas of two business daysprior to the consummationof the initial businesscombination (which isinitially anticipated to be$10.20 per public share,assuming the period of timeto consummate an initialbusiness combination is notextended as providedherein), including interestearned on the funds held inthe trust account and notpreviously released to us topay our income taxes, ifany, divided by the numberof the then-outstandingpublic shares, subject to the

If we seek shareholderapproval of our initialbusiness combination, oursponsor, directors,officers, advisors or theiraffiliates may purchaseshares in privatelynegotiated transactions orin the open market eitherprior to or followingcompletion of our initialbusiness combination.There is no limit to theprices that our sponsor,directors, officers,advisors or their affiliatesmay pay in thesetransactions. If theyengage in suchtransactions, they will berestricted from makingany such purchases whenthey are in possession ofany material nonpublicinformation not disclosedto the seller or if suchpurchases are prohibitedby Regulation M underthe Exchange Act. We donot currently anticipatethat such purchases, ifany, would constitute atender offer subject to thetender offer rules underthe Exchange Act or a

If we have notconsummated an initialbusiness combinationwithin 18 months fromthe closing of thisoffering (or up to 24months from theclosing of this offeringif we extend the periodof time to consummatea businesscombination), we willredeem all public sharesat a per-share price,payable in cash, equalto the aggregateamount, then on depositin the trust account(which is initiallyanticipated to be $10.20per public share,assuming the period oftime to consummate aninitial businesscombination is notextended as providedherein), includinginterest earned on thefunds held in the trustaccount and notpreviously released tous to pay our incometaxes, if any (less up to$100,000 of interest topay dissolution

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Redemptions in Connection withOur Initial Business Combination

Other Permitted Purchases ofPublic Shares by Our Affiliates

Redemptions if We Fail toComplete an Initial Business

Combination

limitation that noredemptions will take placeif all of the redemptionswould cause our net tangibleassets to be less than$5,000,001 and anylimitations (including, butnot limited, to cashrequirements) agreed to inconnection with thenegotiation of terms of aproposed businesscombination.

going-private transactionsubject to the going-private rules under theExchange Act; however,if the purchasersdetermine at the time ofany such purchases thatthe purchases are subjectto such rules, thepurchasers will berequired to comply withsuch rules.

expenses) divided bythe number of the then-outstanding publicshares.

Impact to RemainingShareholders

The redemptions inconnection with our initialbusiness combination willreduce the book value pershare for our remainingshareholders, who will bearthe burden of the deferredunderwriting commissionsand taxes payable.

If the permitted purchasesdescribed above are made,there would be no impactto our remainingshareholders because thepurchase price would notbe paid by us.

The redemption of ourpublic shares if we failto complete our initialbusiness combinationwill reduce the bookvalue per share for theshares held by oursponsor, who will beour only remainingshareholder after suchredemptions.

Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419

The following table compares the terms of this offering to the terms of an offering by a blank checkcompany subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwritingcommissions and underwriting expenses of our offering would be identical to those of an offering undertaken bya company subject to Rule 419, and that the underwriter will not exercise its over-allotment option. None of theprovisions of Rule 419 apply to our offering.

Terms of Our Offering Terms Under a Rule 419 Offering

Escrow of Offering Proceeds $204,000,000 of the net proceedsof this offering and the sale of theprivate placement warrants will bedeposited into a trust accountlocated in the United States withContinental Stock Transfer &Trust Company acting as trustee.

$170,100,000 of the offeringproceeds, would be required to bedeposited into either an escrowaccount with an insured depositaryinstitution or in a separate bankaccount established by a broker-dealer in which the broker- dealeracts as trustee for persons havingthe beneficial interests in theaccount.

Investment of Net Proceeds $204,000,000 of the net proceedsof this offering and the sale of theprivate placement warrants held intrust will be invested only in U.S.government treasury obligations

Proceeds could be invested only inspecified securities such as amoney market fund meetingconditions of the InvestmentCompany Act or in securities that

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with a maturity of 185 days or lessor in money market funds meetingcertain conditions under Rule 2a-7under the Investment CompanyAct which invest only in directU.S. government treasuryobligations.

are direct obligations of, orobligations guaranteed as toprincipal or interest by, the UnitedStates.

Receipt of Interest on EscrowedFunds

Interest income (if any) onproceeds from the trust account tobe paid to shareholders is reducedby (i) any income taxes paid orpayable and (ii) in the event of ourliquidation for failure to completeour initial business combinationwithin the allotted time, up to$100,000 of net interest that maybe released to us should we haveno or insufficient working capitalto fund the costs and expenses ofour dissolution and liquidation.

Interest income on funds inescrow account would be held forthe sole benefit of investors,unless and only after the fundsheld in escrow were released to usin connection with our completionof a business combination.

Limitation on Fair Value or NetAssets of Target Business

The Nasdaq rules require that ourinitial business combination mustoccur with one or more targetbusinesses that together have anaggregate fair market value of atleast 80% of our assets held in thetrust account (excluding theamount of deferred underwritingdiscounts held in trust and taxespayable on the income earned onthe trust account) at the time ofsigning the agreement to enter intothe initial business combination. Ifour securities are not then listedon the Nasdaq for whateverreason, we would no longer berequired to meet the foregoing80% of net asset test.

The fair value or net assets of atarget business must represent atleast 80% of the maximumoffering proceeds.

Trading of Securities Issued The units are expected to begintrading on or promptly after thedate of this prospectus. TheClass A ordinary shares andwarrants comprising the units willbegin separate trading on the52nd day following the date ofthis prospectus unlessUBS Securities LLC informs us ofits decision to allow earlierseparate trading, subject to our

No trading of the units or theunderlying Class A ordinaryshares and warrants would bepermitted until the completion of abusiness combination. During thisperiod, the securities would beheld in the escrow or trustaccount.

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having filed the Current Report onForm 8-K described below andhaving issued a press releaseannouncing when such separatetrading will begin. We will file theCurrent Report on Form 8-Kpromptly after the closing of thisoffering. If the over-allotmentoption is exercised following theinitial filing of such CurrentReport on Form 8-K, a second oramended Current Report on Form8-K will be filed to provideupdated financial information toreflect the exercise of the over-allotment option.

The units will automaticallyseparate into their componentparts and will not be traded aftercompletion of our initial businesscombination.

Exercise of the Warrants The warrants cannot be exerciseduntil the later of 30 days after thecompletion of our initial businesscombination and twelve monthsfrom the closing of this offering.

The warrants could be exercisedprior to the completion of abusiness combination, butsecurities received and cash paidin connection with the exercisewould be deposited in the escrowor trust account.

Election to Remain an Investor We will provide our publicshareholders with the opportunityto redeem their public shares forcash at a per share price equal tothe aggregate amount then ondeposit in the trust accountcalculated as of two business daysprior to the consummation of ourinitial business combination,including interest earned on thefunds held in the trust account andnot previously released to us topay our income taxes, if any,divided by the number of the then-outstanding public shares, uponthe completion of our initialbusiness combination, subject tothe limitations described herein.We may not be required byapplicable law or stock exchangelisting requirement to hold a

A prospectus containinginformation pertaining to thebusiness combination required bythe SEC would be sent to eachinvestor. Each investor would begiven the opportunity to notify thecompany in writing, within aperiod of no less than 20 businessdays and no more than 45 businessdays from the effective date of apost- effective amendment to thecompany’s registration statement,to decide if he, she or it elects toremain a shareholder of thecompany or require the return ofhis, her or its investment. If thecompany has not received thenotification by the end of the 45thbusiness day, funds and interest ordividends, if any, held in the trustor escrow account are

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shareholder vote. If we are notrequired by applicable law orstock exchange listing requirementand do not otherwise decide tohold a shareholder vote, we will,pursuant to our amended andrestated memorandum and articlesof association, conduct theredemptions pursuant to the tenderoffer rules of the SEC and filetender offer documents with theSEC which will containsubstantially the same financialand other information about theinitial business combination andthe redemption rights as isrequired under the SEC’s proxyrules. If, however, we hold ashareholder vote, we will, likemany blank check companies,offer to redeem shares inconjunction with a proxysolicitation pursuant to the proxyrules and not pursuant to thetender offer rules. If we seekshareholder approval, we willcomplete our initial businesscombination only if we obtain theapproval of an ordinary resolutionunder Cayman Islands law, whichrequires the affirmative vote of amajority of the shareholders whoattend and vote at a generalmeeting of the company.Additionally, each publicshareholder may elect to redeemtheir public shares irrespective ofwhether they vote for or againstthe proposed transaction or vote atall. Our amended and restatedmemorandum and articles ofassociation will require that atleast five days’ notice will begiven of any such generalmeeting.

automatically returned to theshareholder. Unless a sufficientnumber of investors elect toremain investors, all funds ondeposit in the escrow accountmust be returned to all of theinvestors and none of thesecurities are issued.

Business Combination Deadline If we have not consummated aninitial business combinationwithin 18 months from the closingof this offering (or up to 24months from the closing of this

If an acquisition has not beencompleted within 18 months afterthe effective date of thecompany’s registration statement,

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offering if we extend the period oftime to consummate a businesscombination), we will (i) cease alloperations except for the purposeof winding up; (ii) as promptly asreasonably possible but not morethan ten business days thereafter,redeem 100% of the public shares,at a per-share price, payable incash, equal to the aggregateamount then on deposit in the trustaccount, including interest earnedon the funds held in the trustaccount and not previouslyreleased to us to pay our incometaxes, if any (less up to $100,000of interest to pay dissolutionexpenses) divided by the numberof the then-outstanding publicshares, which redemption willcompletely extinguish publicshareholders’ rights asshareholders (including the rightto receive further liquidationdistributions, if any); and (iii) aspromptly as reasonably possiblefollowing such redemption,subject to the approval of ourremaining shareholders and ourBoard of Directors, liquidate anddissolve, subject in the case ofclauses (ii) and (iii) to ourobligations under Cayman Islandslaw to provide for claims ofcreditors and the requirements ofother applicable law.

funds held in the trust or escrowaccount are returned to investors.

Release of Funds Except for the withdrawal ofinterest income (if any) to pay ourincome taxes, if any, none of thefunds held in trust will be releasedfrom the trust account until theearliest of:

(i) the completion of our initialbusiness combination,

(ii) the redemption of our publicshares if we have notconsummated an initialbusiness combination within18 months from the closing

The proceeds held in the escrowaccount are not released until theearlier of the completion of abusiness combination or thefailure to effect a businesscombination within the allottedtime.

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of this offering (or up to 24months from the closing ofthis offering if we extend theperiod of time toconsummate a businesscombination), subject toapplicable law, and

(iii) the redemption of our publicshares properly submitted inconnection with ashareholder vote to approvean amendment to ouramended and restatedmemorandum and articles ofassociation (A) that wouldmodify the substance ortiming of our obligation toprovide holders of ourClass A ordinary shares theright to have their sharesredeemed in connection withour initial businesscombination or to redeem100% of our public shares ifwe do not complete ourinitial business combinationwithin 18 months from theclosing of this offering (or upto 24 months from theclosing of this offering if weextend the period of time toconsummate a businesscombination) or (B) withrespect to any other provisionrelating to the rights ofholders of our Class Aordinary shares.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we mayencounter intense competition from other entities having a business objective similar to ours, including otherblank check companies, private equity groups and leveraged buyout funds, public companies and operatingbusinesses seeking strategic acquisitions. Many of these entities are well established and have extensiveexperience identifying and effecting business combinations directly or through affiliates. Moreover, many ofthese competitors possess greater financial, technical, human and other resources than us. Our ability to acquirelarger target businesses will be limited by our available financial resources. This inherent limitation gives othersan advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash inconnection with our public shareholders who exercise their redemption rights may reduce the resources availableto us for our initial business combination and our outstanding warrants, and the future dilution they potentially

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represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at acompetitive disadvantage in successfully negotiating an initial business combination.

Facilities

We currently maintain our executive offices at PO Box 1093, Boundary Hall, Cricket Square, GrandCayman, KY1-1102, Cayman Islands. The cost for our use of this space is included in the $10,000 per month feewe will pay to an affiliate of our sponsor for office space, administrative and support services. We consider ourcurrent office space adequate for our current operations.

Employees

We currently have three executive officers. These individuals are not obligated to devote any specificnumber of hours to our matters but they intend to devote as much of their time as they deem necessary to ouraffairs until we have completed our initial business combination. The amount of time they will devote in anytime period will vary based on whether a target business has been selected for our initial business combinationand the stage of the business combination process we are in. We do not intend to have any full time employeesprior to the completion of our initial business combination.

Periodic Reporting and Financial Information

We will register our units, Class A ordinary shares and warrants under the Exchange Act and have reportingobligations, including the requirement that we file annual, quarterly and current reports with the SEC. Inaccordance with the requirements of the Exchange Act, our annual reports will contain financial statementsaudited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial statements of the prospective target business as part ofthe proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statementsmay be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on thecircumstances, and the historical financial statements may be required to be audited in accordance with thestandards of the PCAOB. These financial statement requirements may limit the pool of potential targetbusinesses we may acquire because some targets may be unable to provide such statements in time for us todisclose such statements in accordance with federal proxy rules and complete our initial business combinationwithin the prescribed time frame. We cannot assure you that any particular target business identified by us as apotential acquisition candidate will have financial statements prepared in accordance with the requirementsoutlined above, or that the potential target business will be able to prepare its financial statements in accordancewith the requirements outlined above. To the extent that these requirements cannot be met, we may not be able toacquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do notbelieve that this limitation will be material.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 asrequired by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an acceleratedfiler and no longer qualify as an emerging growth company, will we not be required to comply with the independentregistered public accounting firm attestation requirement on our internal control over financial reporting. A targetbusiness may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of theirinternal controls. The development of the internal controls of any such entity to achieve compliance with theSarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file aRegistration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of theExchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act.We have no current intention of filing a Form 15 to suspend our reporting or other obligations under theExchange Act prior or subsequent to the consummation of our initial business combination.

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We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companiesconducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certainprovisions of the Companies Act. As an exempted company, we have applied for and received a tax exemptionundertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act(As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which isenacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will applyto us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations orwhich 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 orother distribution of income or capital by us to our shareholders or a payment of principal or interest or othersums 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, asamended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBSAct. As such, we are eligible to take advantage of certain exemptions from various reporting requirements thatare 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 Actof 2012, or the Sarbanes Oxley Act, reduced disclosure obligations regarding executive compensation in ourperiodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisoryvote on executive compensation and shareholder approval of any golden parachute payments not previouslyapproved. If some investors find our securities less attractive as a result, there may be a less active trading marketfor our securities and the prices of our securities may be more volatile.


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 this offering, (b) in which we have total annual grossrevenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means themarket value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the priorJune 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during theprior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smallerreporting companies may take advantage of certain reduced disclosure obligations, including, among otherthings, providing only two years of audited financial statements. We will remain a smaller reporting companyuntil the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliatesexceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during suchcompleted fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million asof the prior June 30.

Legal Proceedings

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

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MANAGEMENT

Officers and Directors

Our officers and directors are as follows:

Name Age Position

Shmuel Chafets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Chief Executive OfficerHeiko Dimmerling . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Chief Financial Officer and DirectorYaron Valler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Chief Information OfficerGerhard Cromme . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Chairman and DirectorSigal Regev Rosenberg . . . . . . . . . . . . . . . . . . . . . . . . 54 DirectorLars Hinrichs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 DirectorMichael Abbott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Director

Shmuel Chafets

Mr. Chafets is currently the General Partner and Vice Chairman of TG where he leads investments fromseed to scale-up stages across various sectors ripe for digital disruption. Based in Tel Aviv, Israel, he is our ChiefExecutive Officer. While at TG, Mr. Chafets has made multiple notable investments, including Auto1(ETR: AG1), where he also sat on the Board and which recently went public at an IPO post-money valuation ofover $9 billion on February 4, 2021. Other investments made by Mr. Chafets include McMakler, TravelPerk,Fresha and ZooZ (sold to PayUMoney). Prior to joining TG, Mr. Chafets was a partner at Berlin-based HassoPlattner Ventures (HPV) where he invested in companies such as iZettle (sold to PayPal (NAS: PYPL)) andHansoft and served as a Board member of DreamLines and reBuy. Before that, Mr. Chafets was a partner at GizaVenture Capital in Tel Aviv where he invested in companies such as Soluto (sold to Asurion), Visual.ly (sold toScribbleLive) and other early-stage internet ventures. Together with Giza Venture Capital, Mr. Chafets foundedGPV, a pioneering Warsaw-based venture capital fund where Mr. Chafets led various Internet and Softwareinvestments. Mr. Chafets co-founded SAM Seamless Network, a cyber-security technology company in 2016,and serves as its Vice-Chairman. Additionally, Mr. Chafets also co-founded LocaLoco (sold to Say MediaGroup), a social gaming start-up targeting emerging markets. Mr. Chafets started his career as a strategicconsultant to GCS Issue Management Limited and to several members of the Israeli parliament and government.

Heiko Dimmerling

Mr. Dimmerling is our Chief Financial Officer. Mr. Dimmerling is currently CEO of Alina, a company he co-founded together with TG and Chief Financial Officer at TG. Before joining TG, Mr. Dimmerling was ChiefOperating Officer at HQ Capital, where he was responsible for the global operations in private equity, real estateand direct investments with over $12 billion assets under management. Prior thereto, he was a Partner at thePrivate Equity Fund Triton for more than 16 years sponsoring several funds totaling approximately €9 billioninvestor capital. As an active angel and venture capital investor in a number of start-ups across several segments,Mr. Dimmerling experienced the support gap for hardware start-ups first hand and to address the gap, heco-founded BatchOne. Mr. Dimmerling started his career at Arthur Andersen supporting venture capital andprivate equity international strategic investors in M&A transactions and corporate finance. Mr. Dimmerling holdsa B.A. in Business Administration from the University of Applied Sciences, Fulda.

Yaron Valler

Yaron Valler serves as the Managing General Partner at TG, and is our Chief Investment Officer. Prior tojoining TG, Mr. Valler managed Hasso Plattner Ventures (HPV) as CEO. While at HPV, Mr. Valler invested incompanies such as Panaya (sold to Infosys), Fyber (sold to RNTS Media), Delivery Hero (ETR: DHER whichwent public in 2017 at a valuation of over $4 billion) and many other leading companies in Berlin and Israel.Mr. Valler previously led the enterprise software practice at Giza Venture Capital where he invested incompanies such as Yadata (sold to Microsoft) and eGlue (sold to NICE Systems), he was an early-stage investor

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at the Technion Incubator and was a co-founder and Vice-President of Business Development at ExcedoTechnologies. Mr. Valler holds an MBA from INSEAD in France and a B.Sc. in Information SystemsEngineering from Ben-Gurion University in Israel.

Dr. Gerhard Cromme

Dr. Cromme currently serves as Chairman of TG and as the Chairman of our Board of Directors. Alongsidehis office as Chairman of the board at TG, Dr. Cromme is currently the chairman of the supervisory board of TGportfolio company Auto1 (ETR: AG1), chairman of the advisory board of Aroundtown (ETR: AT1), one of thelargest listed commercial real-estate companies in Europe as well as a member of the supervisory boards ateClear AG and Highview Enterprises Ltd. Previously, Dr. Cromme was chairman of the supervisory board ofSiemens (ETR: SIE) and co-chairman of the supervisory boards at Thyssen Krupp (ETR: TKA) and ODDOBHF-Group, as well as a member of the supervisory boards of numerous corporates in Germany and France, suchas Axel Springer, E.ON. (ETR: EOAN), Ruhrgas, Volkswagen (ETR: VOW3), BNP Paribas (EPA: BNP) andSaint Gobain (LON: COD). Dr. Cromme holds degrees in law from the University of Münster and the Universityof Lausanne, and in economics from the University Sorbonne in Paris and Harvard University (PMD) as well as aDoctor of Law from the University of Münster.


Ms. Rosenberg has over 14 years of experience in the health services industry in Israel. Ms. Rosenberg iscurrently the CEO of Meuhedet Health Services, Israel’s third-largest health maintenance organization (HMO)serving approximately 1.3 million people. Prior to her role as CEO of Meuhedet Health Services, Ms. Rosenbergwas its Chief Financial Officer for 5 years, responsible for an approximately $2 billion budget. Before that, sheworked at Clalit Health Services for over 11 years, holding various positions including Vice President ofInnovation Planning and Research. Ms. Rosenberg holds a M.A. degree in Social Sciences and Economics and aB.A. degree in Economics, Mathematics and Computer Science from Ben-Gurion University of the Negev.

Lars Hinrichs

Mr. Hinrichs is an entrepreneur and investor, having launched one of his first ventures at the age of 22,politik-digital.de, an award-winning platform for politics and new media. Furthermore, Mr. Hinrichs foundedXING in 2003 (ETR: NOW), a career-oriented social networking site, which he took public in 2006. In 2010,Mr. Hinrichs founded HackFwd, an innovative pre-seed investment company that supported Europe’sentrepreneurs in launching tech start-ups and included investments in YieldKit, Watchlater, Cobook andInfogr.am, amongst others. Mr. Hinrichs is currently the founder and CEO of Cinco Capital, an independentinvestment company, and has been a member of the supervisory board at Deutsche Telekom AG (ETR: DTE)since October 2013 and has served as the chairman of the supervisory board of xbAV AG since 2016.Mr. Hinrichs studied at Harvard Kennedy School of Government and Yale Jackson Institute for Global Affairs.

Michael Abbott

Mr. Abbott is the founder and executive chairman of Columbia Care (NEO: CCHW), one of the largestpharmaceutical manufacturer of cannabis-related medicines in the United States of America and Europe, ofwhich TG is a shareholder. Mr. Abbott has over 30 years of experience in banking and finance. In 2002,Mr. Abbott founded Elysium Capital, a foreign exchange trading hedge fund, and in 2006 he was appointed asCEO of Robeco Sage, a billion-dollar fund of hedge funds. He started his financial career at Swiss Bank Corp.and later worked at Goldman Sachs where he eventually led its Structured Product Trading and OriginationGroup. Mr. Abbott holds a Bachelor of Laws degree from King’s College London.

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Number and Terms of Office of Officers and Directors

Our Board of Directors is divided into three classes, with only one class of directors being appointed in eachyear, and with each class (except for those directors appointed prior to our first annual general meeting) serving athree-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to holdan annual meeting until one year after our first fiscal year end following our listing on the Nasdaq. The term ofoffice of the first class of directors, consisting of Michael Abbott, will expire at our first annual general meeting.The term of office of the second class of directors, consisting of Lars Hinrichs and Sigal Regev Rosenberg, willexpire at our second annual general meeting. The term of office of the third class of directors, consisting ofHeiko Dimmerling and Dr. Gerhard Cromme, will expire at our third annual general meeting.

Prior to the completion of an initial business combination, any vacancy on the board of directors may befilled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion ofan initial business combination, holders of a majority of our founder shares may remove a member of the boardof directors for any reason.

Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon andfollowing consummation of an initial business combination, will be entitled to nominate three individuals forappointment to our Board of Directors, as long as the sponsor holds any securities covered by the registration andshareholder rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors,rather than for specific terms of office.

Our Board of Directors is authorized to appoint persons to the offices set forth in our amended and restatedmemorandum and articles of association as it deems appropriate. Our amended and restated memorandum andarticles of association will provide that our officers may consist of one or more chairman of the board, chiefexecutive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices asmay be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority of our Board of Directors be independent. Our Board ofDirectors has determined that Michael Abbott, Lars Hinrichs and Sigal Regev Rosenberg are “independentdirectors” as defined in the Nasdaq listing standards. Our independent directors will have regularly scheduledmeetings 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 Nasdaq through the earlier of consummation ofour initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for officespace, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, oursponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocketexpenses incurred in connection with activities on our behalf such as identifying potential target businesses andperforming due diligence on suitable business combinations. Our audit committee will review on a quarterlybasis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Anysuch payments prior to an initial business combination will be made using funds held outside the trust account.Other than quarterly audit committee review of such reimbursements, we do not expect to have any additionalcontrols in place governing our reimbursement payments to our directors and executive officers for theirout-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifyingand consummating an initial business combination.

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Other than these payments and reimbursements, no compensation of any kind, including finder’s andconsulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respectiveaffiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our management teamwho remain with us may be paid consulting or management fees from the combined company. All of these feeswill be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tenderoffer materials furnished to our shareholders in connection with a proposed business combination. We have notestablished any limit on the amount of such fees that may be paid by the combined company to our directors ormembers of management. It is unlikely the amount of such compensation will be known at the time of theproposed business combination, because the directors of the post-combination business will be responsible fordetermining executive officer and director compensation. Any compensation to be paid to our executive officerswill be determined, or recommended to the board of directors for determination, either by a compensationcommittee constituted solely by independent directors or by a majority of the independent directors on our Boardof Directors.

We do not intend to take any action to ensure that members of our management team maintain theirpositions with us after the consummation of our initial business combination, although it is possible that some orall of our executive officers and directors may negotiate employment or consulting arrangements to remain withus after our initial business combination. The existence or terms of any such employment or consultingarrangements to retain their positions with us may influence our management’s motivation in identifying orselecting a target business but we do not believe that the ability of our management to remain with us after theconsummation of our initial business combination will be a determining factor in our decision to proceed withany potential business combination. We are not party to any agreements with our executive officers and directorsthat provide for benefits upon termination of employment.

Committees of the Board of Directors

Upon the effectiveness of the registration statement of which this prospectus forms a part, our Board ofDirectors will have three standing committees: an audit committee, a nominating committee and a compensationcommittee. Subject to phase-in rules and a limited exception, the rules of the Nasdaq and Rule 10A-3 of theExchange 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 Nasdaq require that the compensationcommittee and the nominating committee of a listed company be comprised solely of independent directors.

Audit Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establishan audit committee of the board of directors. Michael Abbott, Lars Hinrichs and Sigal Regev Rosenberg willserve as members of our audit committee. Our Board of Directors has determined that each of Michael Abbott,Lars Hinrichs and Sigal Regev Rosenberg are independent under the Nasdaq listing standards and applicableSEC rules. Sigal Regev Rosenberg will serve as the Chairman of the audit committee. Under the Nasdaq listingstandards and applicable SEC rules, all the directors on the audit committee must be independent. Each memberof the audit committee is financially literate and our Board of Directors has determined that Sigal RegevRosenberg will 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;

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• verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for theaudit 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 independentregistered 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 publicaccounting firm (including resolution of disagreements between management and the independentregistered public accounting firm regarding financial reporting) for the purpose of preparing or issuingan audit report or related work;

• establishing procedures for the receipt, retention and treatment of complaints received by us regardingaccounting, internal accounting controls or reports which raise material issues regarding our financialstatements or accounting policies;

• monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance isidentified, immediately taking all action necessary to rectify such noncompliance or otherwise causingcompliance with the terms of this offering; and

• reviewing and approving all payments made to our existing shareholders, executive officers ordirectors and their respective affiliates. Any payments made to members of our audit committee will bereviewed and approved by our Board of Directors, with the interested director or directors abstainingfrom such review and approval.

Nominating Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establisha nominating committee of our Board of Directors. The members of our nominating committee will be MichaelAbbott, Lars Hinrichs and Sigal Regev Rosenberg and Michael Abbott will serve as chairman of the nominatingcommittee. Under the Nasdaq listing standards, we are required to have a nominating committee composedentirely of independent directors. Our Board of Directors has determined that each of Michael Abbott, LarsHinrichs and Sigal Regev Rosenberg are independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serveon our Board of Directors. The nominating committee considers persons identified by its members, management,shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generallywill provide that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution tothe board of directors and bring a range of skills, diverse perspectives and backgrounds to itsdeliberations; and

• should have the highest ethical standards, a strong sense of professionalism and intense dedication toserving the interests of the shareholders.

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The nominating committee will consider a number of qualifications relating to management and leadershipexperience, background and integrity and professionalism in evaluating a person’s candidacy for membership onthe board of directors. The nominating committee may require certain skills or attributes, such as financial oraccounting experience, to meet specific board needs that arise from time to time and will also consider theoverall experience and makeup of its members to obtain a broad and diverse mix of board members. Thenominating committee does not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establisha compensation committee of our Board of Directors. The members of our compensation committee will beMichael Abbott, Lars Hinrichs and Sigal Regev Rosenberg, and Michael Abbott will serve as chairman of thecompensation committee.

Under the Nasdaq listing standards, we are required to have a compensation committee composed entirelyof independent directors. Our Board of Directors has determined that each of Michael Abbott, Lars Hinrichs andSigal Regev Rosenberg are independent. We will adopt a compensation committee charter, which will detail theprincipal functions of the compensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our ChiefExecutive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light ofsuch goals and objectives and determining and approving the remuneration (if any) of our ChiefExecutive Officer 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 disclosurerequirements;

• approving all special perquisites, special cash payments and other special compensation and benefitarrangements 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 will also provide that the compensation committee may, in its sole discretion, retain or obtainthe advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for theappointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel orany other adviser, the compensation committee will consider the independence of each such adviser, includingthe factors required by the Nasdaq and the SEC.

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 thecompensation committee of any entity that has one or more executive officers serving on our Board of Directors.

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Code of Ethics

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will haveadopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics willbe provided without charge upon request from us. We intend to disclose any amendments to or waivers of certainprovisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

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

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

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateralpurpose;

• 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 companyand 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 hasbeen defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill andexperience that may reasonably be expected of a person carrying out the same functions as are carried out by thatdirector 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 aduty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in someinstances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by theshareholders provided that there is full disclosure by the directors. This can be done by way of permissiongranted in the amended and restated memorandum and articles of association or alternatively by shareholderapproval at general meetings.

Certain of our founders, officers and directors presently have, and any of them in the future may haveadditional, fiduciary and contractual duties to other entities. As a result, if any of our founders, officers ordirectors becomes aware of a business combination opportunity which is suitable for an entity to which he or shehas then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islandslaw, he or she will need to honor such fiduciary or contractual obligations to present such business combinationopportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue anysuch opportunity, we may be precluded from pursuing the same. However, we do not expect these duties tomaterially affect our ability to complete our initial business combination. Our amended and restatedmemorandum and articles of association provide that we renounce our interest in any business combinationopportunity offered to any director or officer unless such opportunity is expressly offered to such person solely inhis or her capacity as a director or officer of the company and it is an opportunity that we are able to complete ona reasonable basis.

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Below is a table summarizing the entities to which our executive officers and directors currently havefiduciary duties, contractual obligations or other material management relationships:

Individual Entity Entity’s Business Affiliation

Gerhard Cromme . . . Auto1 Group SE Digital AutomotivePlatform

Chairman of the Supervisory Board

eClear AG VAT/Customs Complianceand Clearing House

Supervisory Board Member

Highview Enterprises Ltd Energy Company Supervisory Board MemberODDO BHF-Group Financial Services Co-Chairman of the Supervisory

BoardSiemens AG Engineering and

ManufacturingChairman of the Supervisory Board

P.A.C. Verwaltungs GmbH Management andConsultancy Services

Managing Director

Shmuel Chafets . . . . . AutoLeadStar Automotive RetailEngagement PlatformDesigned to AutomateOperational Dealerships

Board Member

Voyantis No Code Growth PlatformBoard Member

Fresha Salon and Spa ManagementPlatform

Board Member

Badi Rental Platform Board MemberSeekret Cybersecurity Technology Board Member

Idomoo Personalized, Video-BasedDigital CRM andMarketing Solutions forEnterprises

Board Member

VATBox Cloud-based EnterpriseRecovery Platform

Board Member

McMakler Hybrid Real EstateTransactions

Board Member

Tarabut Gateways Open Banking Platform Board MemberSam Seamless Networks Cybersecurity Technology Board MemberHeavenHR HR Management Platform Board MemberImaly AdTech Company Board MemberIndoorRobotics Indoor Drone Technology Board MemberPatient21 Virtual Chain of Outpatient

ClinicsBoard Member

Hive Media Group Media Board MemberMinta SaaS Video Solutions Board MemberVetaroo Veterinary Care Board MemberAlliance Technologies Business Process

OutsourcingBoard Member

SAM Inc. Cybersecurity Technology Board MemberHeiko Dimmerling . . Alina GmbH Information Technology Managing Director

Target GermaniumGmbH

Investment Company Managing Director

Target Global SelectedOpportunities Ltd.

Investment Company Managing Director

Target Global Sponsor Ltd. Investment Company DirectorDIMension & CompanyGmbH

Management Consulting Managing Director

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Individual Entity Entity’s Business Affiliation

BatchOne GmbH Hardware Design,Engineering, Manufacturingand Sale

Managing Director

Yaron Valler . . . . . . . Sela Venture Capital GmbH Venture Capital Managing DirectorTarget Global Sponsor Ltd. Investment Company DirectorHyde Park SpecialOpportunities Limited

Financial Management Managing Director

Plessey Holdings Ltd. Investment HoldingCompany

Board Member

Compound Photonics GroupLtd.

Electronic ComponentsManufacturer

Board Member

Compound Photonics UKLtd.

Electronic ComponentsManufacturer

Board Member

Compound Photonics Ltd. Electronic ComponentsManufacturer

Board Member

Truphone Global Mobile Network Board MemberXMOS Fabless Semiconductor

CompanyBoard Member

Smartfrog Video Surveillance Board MemberFinanceApp AG (WeFox) Technology Board Member

Michael Abbott . . . . . Columbia Care Inc. Medical Cannabis Executive ChairmanLars Hinrichs . . . . . . Deutsche Telekom Telecommunications Supervisory Board Member

Cinco Capital GmbHIndependent Private Equity

CompanyManaging Director

Digital Art Museum GmbH Art and Media Managing DirectorHackFwd Capital GmbH Investment Company Managing DirectorXbav AG Independent Technology

ProviderChairman of the Supervisory Board

Sigal RegelRosenberg . . . . . . .

Meuhedet Health Fund Health Insurance Chief Executive Officer

Medica Excel Tel Aviv Ltd. Health Care Services Director

(1) Potential investors should also be aware of the following other potential conflicts of interest:

• Our executive officers and directors are not required to, and will not, commit their full time to ouraffairs, which may result in a conflict of interest in allocating their time between our operations and oursearch for a business combination and their other businesses. We do not intend to have any full-timeemployees prior to the completion of our initial business combination. Each of our executive officers isengaged 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 ouraffairs.

• Our sponsor subscribed for founder shares prior to the date of this prospectus and will purchase privateplacement warrants in a transaction that will close simultaneously with the closing of this offering.

• Our sponsor and each member of our management team have entered into an agreement with us,pursuant to which they have agreed to waive their redemption rights with respect to any founder sharesand public shares held by them in connection with (i) the completion of our initial businesscombination and (ii) a shareholder vote to approve an amendment to our amended and restatedmemorandum and articles of association (A) that would modify the substance or timing of ourobligation to provide holders of our Class A ordinary shares the right to have their shares redeemed inconnection with our initial business combination or to redeem 100% of our public shares if we do notcomplete our initial business combination within 18 months from the closing of this offering (or up to24 months from the closing of this offering if we extend the period of time to consummate a businesscombination) or (B) with respect to any other provision relating to the rights of holders of our Class Aordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions

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from the trust account with respect to its founder shares if we fail to complete our initial businesscombination within the prescribed time frame. If we do not complete our initial business combinationwithin the required time period, the private placement warrants will expire worthless. Except asdescribed herein, our sponsor and our directors and executive officers have agreed not to transfer,assign or sell any of their founder shares until the earliest of (A) one year after the completion of ourinitial business combination and (B) subsequent to our initial business combination, (x) if the closingprice of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for sharesubdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 tradingdays within any 30-trading day period commencing at least 150 days after our initial businesscombination, or (y) the date on which we complete a liquidation, merger, share exchange or othersimilar transaction that results in all of our public shareholders having the right to exchange theirordinary shares for cash, securities or other property. With certain limited exceptions, the privateplacement warrants and the Class A ordinary shares underlying such warrants, will not be transferableuntil 30 days following the completion of our initial business combination. Because each of ourexecutive officers and director nominees will own ordinary shares or warrants directly or indirectly,they may have a conflict of interest in determining whether a particular target business is anappropriate business with which to effectuate our initial business combination.

• Our officers and directors may have a conflict of interest with respect to evaluating a particularbusiness combination if the retention or resignation of any such officers and directors is included by atarget business as a condition to any agreement with respect to our initial business combination. Inaddition, our founders, sponsor, officers and directors may sponsor, form or participate in other blankcheck companies similar to ours during the period in which we are seeking an initial businesscombination. Any such companies may present additional conflicts of interest in pursuing anacquisition target, particularly in the event there is overlap among investment mandates.


Furthermore, in no event will our sponsor or any of our existing officers or directors, or their respectiveaffiliates be paid by us any finder’s fee, consulting fee, or other compensation prior to, or for any services theyrender, in order to effectuate the completion of our initial business combination. Further, commencing on thedate our securities are first listed on the Nasdaq, we will also reimburse an affiliate of our sponsor for officespace, secretarial and administrative services provided to us in the amount of $10,000 per month.

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

If we seek shareholder approval, we will complete our initial business combination only if we obtain theapproval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majorityof the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and eachmember of our management team have agreed to vote their founder shares and public shares in favor of ourinitial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of associationmay provide for indemnification of officers and directors, except to the extent any such provision may be held by

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the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willfuldefault, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restatedmemorandum and articles of association will provide for indemnification of our officers and directors to themaximum extent permitted by law, including for any liability incurred in their capacities as such, except throughtheir own actual fraud, willful default or willful neglect. We will enter into agreements with our directors andofficers to provide contractual indemnification in addition to the indemnification provided for in our amendedand restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’liability insurance that insures our officers and directors against the cost of defense, settlement or payment of ajudgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to anymonies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may havein the future as a result of, or arising out of, any services provided to us and will not seek recourse against thetrust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account dueto their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfiedby us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial businesscombination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers ordirectors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihoodof derivative litigation against our officers and directors, even though such an action, if successful, mightotherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected tothe extent we pay the costs of settlement and damage awards against our officers and directors pursuant to theseindemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract andretain talented and experienced officers and directors.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our ordinary shares as ofthe date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary shares included in the unitsoffered by this prospectus, and assuming no purchase of units in this offering, by:

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

• each of our executive officers and directors that beneficially owns ordinary shares; and

• all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investmentpower with respect to all of our ordinary shares beneficially owned by them. The following table does not reflectrecord or beneficial ownership of the private placement warrants as these warrants are not exercisable within60 days of the date of this prospectus.

On February 2, 2021, an affiliate of the sponsor paid $25,000, or approximately $0.003 per share, to covercertain of our expenses in consideration of 5,750,000 Class B ordinary shares, par value $0.0001 which shareswere subsequently transferred to our sponsor for a consideration of $25,000. On [x], 2021, 1,437,500 Class Bordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinaryshares outstanding from 7,187,500 shares to 5,750,000 shares. Prior to the consummation of this offering, oursponsor intends to transfer 25,000 Class B ordinary shares to each of our independent directors and 100,000Class B ordinary shares to each of our CEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme. Theseshares shall not be subject to forfeiture in the event the underwriter’s overallotment option is not exercised. Inaddition, our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 6,666,667private placement warrants for a purchase price of $10.00 per unit in a private placement that will occursimultaneously with the closing of this offering (assuming the underwriter does not exercise its over-allotmentoption). Prior to the initial investment in the company of $25,000, the company had no assets, tangible orintangible. The per share price of the founder shares was determined by dividing the amount contributed to thecompany by the number of founder shares issued. The post-offering percentages in the following table assumethat the underwriter does not exercise its over-allotment option and that there are 25,750,000 ordinary sharesissued and outstanding after this offering.

Number of SharesBeneficially Owned(2)

Approximate Percentage ofOutstanding Ordinary Shares

Name and Address of Beneficial Owner(1) Before Offering After Offering Before Offering After Offering

Target Global Sponsor Ltd. (our sponsor) . . . . . . . . 5,475,000(3) 4,725,000(3)(5) 95.2% 18.9%Gerhard Cromme . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 100,000 — —Shmuel Chafets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000(3)(4) 100,000(3)(4) — —Heiko Dimmerling . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —Yaron Valler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3)(4) — (3)(4) — —Michael Abbott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 25,000 * *Lars Hinrichs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 25,000 * *Sigal Regev Rosenberg . . . . . . . . . . . . . . . . . . . . . . . 25,000 25,000 * *All officers and directors as a group

(7 individuals) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275,000 275,000 4.8% *

* Less than one percent.(1) Unless otherwise noted, the business address of each of our shareholders is PO Box 1093, Boundary Hall,

Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.(2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will

automatically convert into Class A ordinary shares at the time of our initial business combination or earlierat the option of the holders thereof as described in the section entitled “Description of Securities.” Includesup to 750,000 founder shares that will be surrendered to us for no consideration by our sponsor depending

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on the extent to which the underwriter’s over-allotment option is exercised. Excludes forward purchaseshares that will only be issued, if at all, at the time of our initial business combination.

(3) The shares reported above are held in the name of our sponsor, Target Global Sponsor Ltd., a CaymanIslands exempt company with its registered address at Maples Corporate Services Limited, PO Box 309,Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our sponsor is controlled by Shmuel Chafets,Alexander Frolov, Mikhail Lobanov and Yaron Valler, who have voting and investment discretion inrespect of the shares held of record by our sponsor and may be deemed to have shared beneficial ownershipof the shares held by our sponsor. Each of Shmuel Chafets, Alexander Frolov, Mikhail Lobanov and YaronValler disclaims beneficial ownership of the shares held by our sponsor except to the extent of his pecuniaryinterest therein, directly or indirectly.

(4) Does not include any shares indirectly owned by this individual as a result of his indirect membershipinterest in our sponsor.

(5) Assumes no exercise of the over-allotment option.

Immediately after this offering, our sponsor will beneficially own 20% of the then issued and outstandingordinary shares (assuming they do not purchase any units in this offering) and will have the right to appoint all ofour directors prior to our initial business combination. Holders of our public shares will not have the right toappoint any directors to our Board of Directors prior to our initial business combination. Because of thisownership block, our sponsor may be able to effectively influence the outcome of all other matters requiringapproval by our shareholders, including amendments to our amended and restated memorandum and articles ofassociation and approval of significant corporate transactions including our initial business combination. If weincrease or decrease the size of this offering, we will effect a share capitalization or a share surrender orredemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary sharesimmediately prior to the consummation of this offering in such amount as to maintain the number of foundershares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation ofthis offering.

Our sponsor has agreed (a) to vote any founder shares and public shares held by it in favor of any proposedbusiness combination and (b) not to redeem any founder shares or public shares held by it in connection with ashareholder vote to approve a proposed initial business combination.

Our sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.

Transfers of Founder Shares and Private Placement Warrants

The founder shares, the private placement warrants and any Class A ordinary shares issued upon conversionor exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreemententered into by our sponsor and management team. Our sponsor and each member of our management team haveagreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (a) one year after thecompletion of our initial business combination and (b) subsequent to our initial business combination, (x) if theclosing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for sharesubdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days withinany 30-trading day period commencing at least 150 days after our initial business combination or (y) the date onwhich we complete a liquidation, merger, share exchange or other similar transaction that results in all of ourpublic shareholders having the right to exchange their Class A ordinary shares for cash, securities or otherproperty, and (ii) any of their private placement warrants and Class A ordinary shares issued upon conversion orexercise thereof until 30 days after the completion of our initial business combination. The private placementwarrants and the respective Class A ordinary shares underlying such warrants are not transferable or salable until30 days after the completion of our initial business combination. The foregoing restrictions are not applicable totransfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, anymembers or partners of our sponsor or their affiliates, any affiliates of our sponsor, or any employees of suchaffiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a

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trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or toa charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon deathof the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by privatesales or transfers made in connection with the consummation of a business combination at prices no greater thanthe price at which the founder shares, private placement warrants or Class A ordinary shares, as applicable, wereoriginally purchased; (f) by virtue of our sponsor’s organizational documents upon liquidation or dissolution ofour sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initialbusiness combination; (h) in the event of our liquidation prior to the completion of our initial businesscombination; or (i) in the event of our completion of a liquidation, merger, share exchange or other similartransaction which results in all of our public shareholders having the right to exchange their Class A ordinaryshares for cash, securities or other property subsequent to our completion of our initial business combination;provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a writtenagreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letteragreement.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On February 2, 2021, the sponsor paid $25,000, or approximately $0.003 per share, to cover certain of ourexpenses in consideration of 5,750,000 Class B ordinary shares, par value $0.0001. On [x], 2021, 1,437,500 Class Bordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinaryshares outstanding from 7,187,500 shares to 5,750,000 shares. Prior to the consummation of this offering, oursponsor intends to transfer 25,000 Class B ordinary shares to each of our independent directors and 100,000 Class Bordinary shares to each of our CEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme. These shares shall notbe subject to forfeiture in the event the underwriter’s overallotment option is not exercised. The number of foundershares issued was determined based on the expectation that such founder shares would represent 20% of the issuedand outstanding shares upon completion of this offering. If we increase or decrease the size of this offering, we willeffect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, withrespect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as tomaintain the number of founder shares, on an as-converted basis, at 20% of the issued and outstanding ordinaryshares upon the consummation of this offering. Up to 750,000 founder shares are subject to forfeiture by oursponsor depending on the extent to which the underwriter’s over-allotment option is exercised. The founder shares(including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limitedexceptions, be transferred, assigned or sold by the holder.

Our sponsor has committed to, pursuant to a written agreement, to purchase an aggregate of 6,666,667private placement warrants (or 7,466,667 warrants if the underwriter’s over-allotment option is exercised in full),each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per warrant, or$10,000,000 in the aggregate (or $11,200,000 if the underwriter’s over-allotment option is exercised in full), in aprivate placement that will occur simultaneously with the closing of this offering. The private placement warrantswill be identical to the warrants sold in this offering except that the private placement warrants, so long as theyare held by our sponsor or its permitted transferees, (i) will not be redeemable by us, (ii) may not (including theClass A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, betransferred, assigned or sold by the holders until 30 days after the completion of our initial business combination,(iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The privateplacement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject tocertain limited exceptions, be transferred, assigned or sold by the holder.

As more fully discussed in the section of this prospectus entitled “Management—Conflicts of Interest,” ifany of our officers or directors becomes aware of a business combination opportunity that falls within the line ofbusiness of any entity to which he or she has then-current fiduciary or contractual obligations, he or she willhonor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers anddirectors currently have certain relevant fiduciary duties or contractual obligations that may take priority overtheir duties to us.

We currently maintain our executive offices at PO Box 1093, Boundary Hall, Cricket Square, GrandCayman, KY1-1102, Cayman Islands. The cost for our use of this space is included in the $10,000 per month feewe will pay to an affiliate of our sponsor for office space, administrative and support services, commencing onthe date that our securities are first listed on the Nasdaq. Upon completion of our initial business combination orour liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officersand directors, or their respective affiliates, for services rendered prior to or in connection with the completion ofan initial business combination. However, these individuals will be reimbursed for any out-of-pocket expensesincurred in connection with activities on our behalf such as identifying potential target businesses and performingdue diligence on suitable business combinations. Our audit committee will review on a quarterly basis allpayments that were made by us to our sponsor, officers, directors or their affiliates and will determine whichexpenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement ofout-of-pocket expenses incurred by such persons in connection with activities on our behalf.

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Prior to the consummation of this offering, our sponsor has agreed to loan us up to $500,000 to be used for aportion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlierof December 31, 2021 and the closing of this offering. The loan will be repaid upon the closing of this offeringout of the offering proceeds not held in the trust account.

In addition, in order to finance transaction costs in connection with an intended initial business combination,our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to,loan us funds as may be required. If we complete an initial business combination, we may repay such loanedamounts out of the proceeds of the trust account released to us. In the event that the initial business combinationdoes not close, we may use a portion of the working capital held outside the trust account to repay such loanedamounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of suchloans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrantswould be identical to the private placement warrants, including as to exercise price, exercisability and exerciseperiod. The terms of such loans by our officers and directors, if any, have not been determined and no writtenagreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor,its affiliates or our management team as we do not believe third parties will be willing to loan such funds andprovide a waiver against any and all rights to seek access to funds in our trust account.

We have entered into two forward purchase agreements with the FPA Purchaser, pursuant to which the FPAPurchaser agreed to purchase (1) an aggregate of 2,500,000 Class A ordinary shares for $10.00 per share (the“firm forward purchase shares”), or an aggregate amount of $25,000,000 and (2) in addition, an aggregate ofup to 2,500,000 Class A ordinary shares for $10.00 per share (the “additional forward purchase shares”, andtogether with the firm forward purchase shares, the “forward purchase shares”), or an aggregate maximumamount of up to $25,000,000, in each case in a private placement that may close simultaneously with the closingof our initial business combination. The FPA Purchaser will purchase that number of additional forward purchaseshares, if any, that we expect will result in gross proceeds to us necessary to enable us to consummate our initialbusiness combination and pay related fees and expenses, after first applying amounts available to us from thetrust account (after paying the deferred underwriting discount and giving effect to any redemptions of publicshares) and any other financing source obtained by us for such purpose at or prior to the consummation of ourinitial business combination, plus any additional amounts mutually agreed by us and the FPA Purchaser to beretained by the post-business combination company for working capital or other purposes. The FPA Purchaser’sobligations to purchase forward purchase shares will be subject to certain conditions, including in the case of theadditional forward purchase shares a requirement, among other things, that such initial business combination isreasonably acceptable to the FPA Purchaser.

The forward purchase agreements also provide that the FPA Purchaser will be entitled to certain registrationrights with respect to its forward purchase shares. The FPA Purchaser’s commitment to purchase securitiespursuant to the forward purchase agreements is intended to provide us with a minimum funding level for ourinitial business combination. The proceeds from the sale of the forward purchase shares, if any, may be used aspart of the consideration to the sellers in the initial business combination, expenses in connection with our initialbusiness combination or for working capital in the post-transaction company. Subject to the conditions in theforward purchase agreements, the purchase of the forward purchase shares will be a binding obligation of theFPA Purchaser, regardless of whether any shares of Class A ordinary shares are redeemed by our publicstockholders in connection with our initial business combination.

If we anticipate that we may not be able to consummate our initial business combination within 18 months,and subject to our sponsor depositing additional funds into the trust account as set out below, our time toconsummate a business combination shall be extended two times by an additional three months each time, for atotal of up to 24 months to complete a business combination. Pursuant to the terms of our amended and restatedcertificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer& Trust Company on the date of this prospectus, in order for the time available for us to consummate our initialbusiness combination to be extended, our sponsor or its affiliates or designees, upon five business days advance

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notice prior to the applicable deadline, must deposit into the trust account, for each three-month extension,$2,000,000,or $2,300,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in eithercase), on or prior to the date of the applicable deadline, providing a total possible period of 24 months withinwhich we can complete a business combination. Any such payment would be made in the form of a noninterestbearing loan, which we would repay upon consummation of our initial business combination either out of theproceeds of the trust account released to us, or, at the lender’s discretion, convert all or a portion of such loanamounts into warrants at a price of $1.00 per warrant. These warrants would be identical to the private placementwarrants. If we do not complete a business combination, we may repay such loans solely from assets not held inthe trust account, if any. Furthermore, the letter agreement with our initial stockholders contains a provisionpursuant to which our sponsor has agreed to waive its right to be repaid for such loans in the event that we do notcomplete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trustaccount to extend the time for us to complete our initial business combination.

After our initial business combination, members of our management team who remain with us may be paidconsulting, management or other fees from the combined company with any and all amounts being fullydisclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, asapplicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at thetime of distribution of such tender offer materials or at the time of a general meeting held to consider our initialbusiness combination, as applicable, as it will be up to the directors of the post-combination business todetermine executive and director compensation.

We will enter into a registration and shareholder rights agreement pursuant to which our sponsor will beentitled to certain registration rights with respect to the private placement warrants, the securities issuable uponconversion of working capital loans and extension loans (if any) and the Class A ordinary shares issuable uponexercise of the foregoing and upon conversion of the founder shares, and, upon consummation of our initialbusiness combination, to nominate three individuals for appointment to our Board of Directors, as long as thesponsor holds any securities covered by the registration and shareholder rights agreement, which is describedunder the section of this prospectus entitled “Description of Securities—Registration and Shareholder Rights.”

Policy for Approval of Related Party Transactions

The audit committee of our Board of Directors will adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant toItem 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the auditcommittee shall be provided with the details of each new, existing, or proposed related party transaction,including the terms of the transaction, any contractual restrictions that the company has already committed to, thebusiness purpose of the transaction, and the benefits of the transaction to the company and to the relevant relatedparty. Any member of the committee who has an interest in the related party transaction under review by thecommittee shall abstain from voting on the approval of the related party transaction, but may, if so requested bythe chairman of the committee, participate in some or all of the committee’s discussions of the related partytransaction. Upon completion of its review of the related party transaction, the committee may determine topermit or to prohibit the related party transaction.

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DESCRIPTION OF SECURITIES

We are a Cayman Islands exempted company and our affairs will be governed by our amended and restatedmemorandum and articles of association, the Companies Act and the common law of the Cayman Islands.Pursuant to our amended and restated memorandum and articles of association, which will be adopted prior to theconsummation of this offering, we will be authorized to issue 500,000,000 Class A ordinary shares and50,000,000 Class B ordinary shares, as well as 5,000,000 preference shares, $0.0001 par value each. Thefollowing description summarizes the material terms of our shares as set out more particularly in our amendedand restated memorandum and articles of association. Because it is only a summary, it may not contain all theinformation that is important to you.

Units

Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of oneredeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at aprice of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrantagreement, a warrant holder may exercise its warrants only for a whole number of the company’s Class Aordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.

The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the52nd day following the date of this prospectus unless UBS Securities LLC informs us of its decision to allowearlier separate trading, subject to our having filed the Current Report on Form 8-K described below and havingissued a press release announcing when such separate trading will begin. Once the Class A ordinary shares andwarrants commence separate trading, holders will have the option to continue to hold units or separate their unitsinto the component securities. Holders will need to have their brokers contact our transfer agent in order toseparate the units into Class A ordinary shares and warrants. No fractional warrants will be issued uponseparation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units,you will not be able to receive or trade a whole warrant.

In no event will the Class A ordinary shares and warrants be traded separately until we have filed with theSEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the grossproceeds at the closing of this offering and the sale of the private placement warrants. We will file a CurrentReport on Form 8-K which includes this audited balance sheet promptly after the completion of this offering. Ifthe underwriter’s over-allotment option is exercised following the initial filing of such Current Report on Form8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information toreflect the exercise of the underwriter’s over-allotment option.

Additionally, the units will automatically separate into their component parts and will not be traded aftercompletion of our initial business combination.

Private Placement Warrants

The private placement warrants will not be transferable, assignable or salable (and the Class A ordinaryshares issuable upon exercise of such warrants will not be transferable or salable until 30 days after thecompletion of our initial business combination), except, among other limited exceptions as described under“Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants,” to our officers anddirectors and other persons or entities affiliated with our sponsor and the private placement warrants includedtherein will not be redeemable by us so long as they are held by our sponsor or its permitted transferees. Holdersof our private placement warrants are entitled to certain registration rights. If we do not consummate an initialbusiness combination within 18 months from the closing of this offering (or up to 24 months from the closing ofthis offering if we extend the period of time to consummate a business combination), the proceeds from the saleof the private placement warrants held in the trust account will be used to fund the redemption of our public

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shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless. Ifwe seek shareholder approval, we will complete our initial business combination only if we obtain the approvalof an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of theshareholders who attend and vote at a general meeting of the company. In such case, our sponsor and eachmember of our management team have agreed to vote their founder shares and any public shares purchasedduring or after this offering in favor of our initial business combination. Otherwise, the private placementwarrants are identical to the warrants included in the units sold in this offering.

Our sponsor and our management team have agreed not to transfer, assign or sell any of their privateplacement warrants and any Class A ordinary shares issued upon exercise thereof until 30 days after thecompletion of our initial business combination, except as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants.”

Ordinary Shares

Prior to the date of this prospectus, there were 5,750,000 Class B ordinary shares issued and outstanding, allof which were held of record by our sponsor, so that our sponsor will own 20% of our issued and outstandingshares after this offering (assuming our sponsor does not purchase any units in this offering). Upon the closing ofthis offering, 25,750,000 of our ordinary shares will be outstanding (assuming no exercise of the underwriter’sover-allotment option and the corresponding forfeiture of 750,000 founder shares) including:

• 20,000,000 Class A ordinary shares underlying the units issued as part of this offering; and

• 5,000,000 Class B ordinary shares held by our sponsor and certain of our officers and directors.

If we increase or decrease the size of this offering, we will effect a share capitalization or a compulsoryredemption or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinaryshares immediately prior to the consummation of this offering in such amount as to maintain the number offounder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon theconsummation of this offering.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on byshareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinaryshares will vote together as a single class on all matters submitted to a vote of our shareholders except as requiredby law. Unless specified in our amended and restated memorandum and articles of association, or as required byapplicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majorityof our ordinary shares that are voted is required to approve any such matter voted on by our shareholders.Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmativevote of at least two-thirds of our ordinary shares that are voted, and pursuant to our amended and restatedmemorandum and articles of association; such actions include amending our amended and restated memorandumand articles of association and approving a statutory merger or consolidation with another company. Our Boardof Directors is divided into three classes, each of which will generally serve for a term of three years with onlyone class of directors being appointed in each year. There is no cumulative voting with respect to theappointment of directors, with the result that the holders of more than 50% of the shares voted for theappointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratabledividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to ourinitial business combination, only holders of our founder shares will have the right to vote on the appointment ofdirectors. Holders of our public shares will not be entitled to vote on the appointment of directors during suchtime. In addition, prior to the completion of an initial business combination, holders of a majority of our foundershares may remove a member of the board of directors for any reason. The provisions of our amended andrestated memorandum and articles of association governing the appointment or removal of directors prior to ourinitial business combination may only be amended by a special resolution passed by not less than two-thirds ofour ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of asimple majority of our Class B ordinary shares.

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Because our amended and restated memorandum and articles of association will authorize the issuance of upto 500,000,000 Class A ordinary shares, if we were to enter into a business combination, we may (depending onthe terms of such a business combination) be required to increase the number of Class A ordinary shares whichwe will be authorized to issue at the same time as our shareholders vote on the business combination to the extentwe seek shareholder approval in connection with our initial business combination.

Our Board of Directors is divided into three classes with only one class of directors being appointed in eachyear and each class (except for those directors appointed prior to our first annual general meeting) serving athree-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to holdan annual meeting until one year after our first fiscal year end following our listing on the Nasdaq. There is norequirement under the Companies Act for us to hold annual or general meetings to appoint directors. We may nothold an annual general meeting to appoint new directors prior to the consummation of our initial businesscombination. Prior to the completion of an initial business combination, any vacancy on the board of directorsmay be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to thecompletion of an initial business combination, holders of a majority of our founder shares may remove a memberof the board of directors for any reason.

We will provide our public shareholders with the opportunity to redeem all or a portion of their publicshares upon the completion of our initial business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account calculated as of two business days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trust accountand not previously released to us to pay our income taxes, if any, divided by the number of the then-outstandingpublic shares, subject to the limitations described herein. The amount in the trust account is initially anticipatedto be $10.20 per public share assuming the period of time to consummate an initial business combination is notextended as provided herein. The per share amount we will distribute to investors who properly redeem theirshares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. Theredemption rights will include the requirement that a beneficial owner must identify itself in order to validredeem its shares. Our sponsor and each member of our management team have entered into an agreement withus, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares andpublic shares held by them in connection with (i) the completion of our initial business combination and (ii) ashareholder vote to approve an amendment to our amended and restated memorandum and articles of association(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary sharesthe right to have their shares redeemed in connection with our initial business combination or to redeem 100% ofour public shares if we do not complete our initial business combination within 18 months from the closing ofthis offering (or up to 24 months from the closing of this offering if we extend the period of time to consummatea business combination) or (B) with respect to any other provision relating to the rights of holders of our Class Aordinary shares. Unlike many blank check companies that hold shareholder votes and conduct proxy solicitationsin conjunction with their initial business combinations and provide for related redemptions of public shares forcash upon completion of such initial business combinations even when a vote is not required by law, if ashareholder vote is not required by applicable law or stock exchange listing requirements, if a shareholder vote isnot required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholdervote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles ofassociation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offerdocuments with the SEC prior to completing our initial business combination. Our amended and restatedmemorandum and articles of association will require these tender offer documents to contain substantially thesame financial and other information about the initial business combination and the redemption rights as isrequired under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required byapplicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for businessor other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxysolicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval,we will complete our initial business combination only if we obtain the approval of an ordinary resolution underCayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at

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a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or theiraffiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the approvalof our initial business combination even if a majority of our public shareholders vote, or indicate their intentionto vote, against such initial business combination. For purposes of seeking approval of the majority of our issuedand outstanding ordinary shares, non-votes will have no effect on the approval of our initial businesscombination once a quorum is obtained. Our amended and restated memorandum and articles of association willrequire that at least five days’ notice will be given of any general meeting.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association will provide that a public shareholder, together with any affiliate of suchshareholder or any other person with whom such shareholder is acting in concert or as a “group” (as definedunder Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to ExcessShares, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all oftheir shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inabilityto redeem the Excess Shares will reduce their influence over our ability to complete our initial businesscombination, and such shareholders could suffer a material loss in their investment if they sell such ExcessShares on the open market. Additionally, such shareholders will not receive redemption distributions with respectto the Excess Shares if we complete our initial business combination. And, as a result, such shareholders willcontinue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required tosell their shares in open market transactions, potentially at a loss.

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approvalof an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of theshareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member ofour management team have agreed to vote their founder shares and public shares in favor of our initial businesscombination. As a result, in addition to our initial shareholders’ founder shares, we would need 7,500,001 or 37.5%(assuming all issued and outstanding shares are voted and the over-allotment option is not exercised) of the 20,000,000public shares sold in this offering to be voted in favor of an initial business combination in order to have our initialbusiness combination approved. Additionally, each public shareholder may appoint to redeem their public sharesirrespective of whether they vote for or against the proposed transaction or vote at all.

Pursuant to our amended and restated memorandum and articles of association, if we have not consummatedan initial business combination within 18 months from the closing of this offering (or up to 24 months from theclosing of this offering if we extend the period of time to consummate a business combination), we will (i) cease alloperations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than tenbusiness days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account, including interest earned on the funds held in the trust account and notpreviously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolutionexpenses) divided by the number of the then-outstanding public shares, which redemption will completelyextinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ourremaining 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 the requirements of otherapplicable law. Our sponsor and each member of our management team have entered into an agreement with us,pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account withrespect to any founder shares they hold if we fail to consummate an initial business combination within 18 monthsfrom the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of timeto consummate a business combination) (although they will be entitled to liquidating distributions from the trustaccount with respect to any public shares they hold if we fail to complete our initial business combination within theprescribed time frame). Our amended and restated memorandum and articles of association will provide that, if wewind up for any other reason prior to the consummation of our initial business combination, we will follow the

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foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but notmore than ten business days thereafter, subject to applicable Cayman Islands law.

In the event of a liquidation, dissolution or winding up of the company after a business combination, ourshareholders are entitled to share ratably in all assets remaining available for distribution to them after paymentof liabilities and after provision is made for each class of shares, if any, having preference over the ordinaryshares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisionsapplicable to the ordinary shares, except that we will provide our public shareholders with the opportunity toredeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trustaccount, including interest earned on the funds held in the trust account and not previously released to us to payour income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion ofour initial business combination, subject to the limitations described herein.

Founder Shares

The founder shares are designated as Class B ordinary shares and, except as described below, are identical tothe Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have thesame shareholder rights as public shareholders, except that: (a) prior to our initial business combination, onlyholders of the founder shares have the right to vote on the appointment of directors and holders of a majority of ourfounder shares may remove a member of the board of directors for any reason; (b) the founder shares are subject tocertain transfer restrictions, as described in more detail below; (c) our sponsor and each member of our managementteam have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemptionrights with respect to their founder shares (ii) to waive their redemption rights with respect to their founder sharesand public shares in connection with a shareholder vote to approve an amendment to our amended and restatedmemorandum and articles of association (A) that would modify the substance or timing of our obligation to provideholders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial businesscombination or to redeem 100% of our public shares if we do not complete our initial business combination within18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extend theperiod of time to consummate a business combination) or (B) with respect to any other provision relating to therights of holders of our Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the trustaccount with respect to any founder shares they hold if we fail to consummate an initial business combinationwithin 18 months from the closing of this offering (or up to 24 months from the closing of this offering if we extendthe period of time to consummate a business combination) (although they will be entitled to liquidating distributionsfrom the trust account with respect to any public shares they hold if we fail to complete our initial businesscombination within the prescribed time frame); (d) the founder shares will automatically convert into our Class Aordinary shares at the time of our initial business combination or earlier at the option of the holders thereof asdescribed herein; and (e) the founder shares are entitled to registration rights. If we seek shareholder approval, wewill complete our initial business combination only if we obtain the approval of an ordinary resolution underCayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at ageneral meeting of the company. In such case, our sponsor and each member of our management team have agreedto vote their founder shares and public shares in favor of our initial business combination.

The founder shares are designated as Class B ordinary shares and will automatically convert into Class Aordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rightsor be entitled to liquidating distributions from the trust account if we do not consummate an initial businesscombination) at the time of our initial business combination or earlier at the option of the holders thereof at aratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal,in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued andoutstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued ordeemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemedissued, by the Company in connection with or in relation to the consummation of the initial businesscombination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into

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Class A ordinary shares issued, deemed issued, or to be issued, or forward purchase shares, to any seller in theinitial business combination and any private placement warrants issued to our sponsor, its affiliates or anymember of our management team upon conversion of working capital loans and extension loans. In no event willthe Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer,assign or sell any of their founder shares until earliest of (A) one year after the completion of our initial businesscombination and (B) subsequent to our initial business combination, (x) if the closing price of our Class Aordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day periodcommencing at least 150 days after our initial business combination, or (y) the date on which we complete aliquidation, merger, share exchange or other similar transaction that results in all of our public shareholdershaving the right to exchange their ordinary shares for cash, securities or other property. We refer to such transferrestrictions throughout this prospectus as the lock-up. Any permitted transferees would be subject to the samerestrictions and other agreements of our sponsor and our directors and executive officers with respect to anyfounder shares.

Prior to our initial business combination, only holders of our founder shares will have the right to vote onthe appointment of directors. Holders of our public shares will not be entitled to vote on the appointment ofdirectors during such time. In addition, prior to the completion of an initial business combination, holders of amajority of our founder shares may remove a member of the board of directors for any reason. These provisionsof our amended and restated memorandum and articles of association may only be amended by a specialresolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meetingwhich shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to anyother matter submitted to a vote of our shareholders, including any vote in connection with our initial businesscombination, except as required by law, holders of our founder shares and holders of our public shares will votetogether as a single class, with each share entitling the holder to one vote.

Register of Members

Under Cayman Islands law, we must keep a register of members and there will be entered therein:

• the names and addresses of the members, a statement of the shares held by each member, and of theamount paid or agreed to be considered as paid, on the shares of each member and the voting rights ofshares of each member;

• whether voting rights attach to the shares in issue;

• the date on which the name of any person was entered on the register as a member; and

• the date on which any person ceased to be a member.

Under Cayman Islands law, the register of members of our company is prima facie evidence of the mattersset out therein (i.e., the register of members will raise a presumption of fact on the matters referred to aboveunless rebutted) and a member registered in the register of members will be deemed as a matter of CaymanIslands law to have legal title to the shares as set against its name in the register of members. Upon the closing ofthis public offering, the register of members will be immediately updated to reflect the issue of shares by us.Once our register of members has been updated, the shareholders recorded in the register of members will bedeemed to have legal title to the shares set against their name. However, there are certain limited circumstanceswhere an application may be made to a Cayman Islands court for a determination on whether the register ofmembers reflects the correct legal position. Further, the Cayman Islands court has the power to order that theregister of members maintained by a company should be rectified where it considers that the register of membersdoes not reflect the correct legal position. If an application for an order for rectification of the register ofmembers were made in respect of our ordinary shares, then the validity of such shares may be subject tore-examination by a Cayman Islands court.

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Preference Shares

Our amended and restated memorandum and articles of association will authorize 5,000,000 preferenceshares and provide that preference shares may be issued from time to time in one or more series. Our Board ofDirectors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,participating, optional or other special rights and any qualifications, limitations and restrictions thereof,applicable to the shares of each series. Our Board of Directors will be able to, without shareholder approval, issuepreference shares with voting and other rights that could adversely affect the voting power and other rights of theholders of the ordinary shares and could have anti-takeover effects. The ability of our Board of Directors to issuepreference shares without shareholder approval could have the effect of delaying, deferring or preventing achange of control of us or the removal of existing management. We have no preference shares issued andoutstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannotassure you that we will not do so in the future. No preference shares are being issued or registered in thisoffering.

Warrants

Public Shareholders’ Warrants

Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50per share, subject to adjustment as discussed below, at any time commencing on the later of one year from theclosing of this offering and 30 days after the completion of our initial business combination, except as discussedin the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrant holder may exercise itswarrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercisedat a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and onlywhole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive ortrade a whole warrant. The warrants will expire five years after the completion of our initial businesscombination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant andwill have no obligation to settle such warrant exercise unless a registration statement under the Securities Actwith respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relatingthereto is current, subject to our satisfying our obligations described below with respect to registration, or a validexemption from registration is available. No warrant will be exercisable and we will not be obligated to issue aClass A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrantexercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residenceof the registered holder of the warrants. In the event that the conditions in the two immediately precedingsentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercisesuch warrant and such warrant may have no value and expire worthless. In no event will we be required to netcash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, thepurchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for theClass A ordinary share underlying such unit.

We have agreed that as soon as practicable, but in no event later than twenty business days after the closingof our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for this offering or a new registration statement for theregistration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, andwe will use our commercially reasonable efforts to cause the same to become effective within 60 business daysafter the closing of our initial business combination, and to maintain the effectiveness of such registrationstatement and a current prospectus relating to those Class A ordinary shares until the warrants expire or areredeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time ofany exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a“covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public

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warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of theSecurities Act and, in the event we so elect, we will not be required to file or maintain in effect a registrationstatement, but we will use our commercially reasonably efforts to register or qualify the shares under applicableblue sky laws to the extent an exemption is not available. If a registration statement covering the Class Aordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of theinitial business combination, warrant holders may, until such time as there is an effective registration statementand during any period when we will have failed to maintain an effective registration statement, exercise warrantson a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we willuse our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to theextent an exemption is not available. In such event, each holder would pay the exercise price by surrendering thewarrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product ofthe number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair marketvalue” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair marketvalue” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares forthe 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by thewarrant agent.

Redemption of public warrants. Once the warrants become exercisable, we may redeem the outstandingwarrants:



• upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (asadjusted for adjustments to the number of shares issuable upon exercise or the exercise price of awarrant as described under the heading “—Warrants—Redemption Procedures—Anti-dilutionAdjustments”) for any 20 trading days within a 30-trading day period ending three trading days beforewe send the notice of redemption to the warrant holders.

We will not redeem the warrants as described above unless a registration statement under the Securities Actcovering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and acurrent prospectus relating to those Class A ordinary shares is available throughout the 30-day redemptionperiod. If and when the warrants become redeemable by us, we may exercise our redemption right even if we areunable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unlessthere is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions aresatisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his,her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares mayfall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable uponexercise or the exercise price of a warrant as described under the heading “—Warrants—RedemptionProcedures—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price afterthe redemption notice is issued.

If we call the public warrants for redemption as described above, we will have the option to require anyholder that wishes to exercise its public warrant to do so on a “cashless basis.” In determining whether to requireall holders to exercise their public warrants on a “cashless basis,” we will consider, among other factors, our cashposition, the number of public warrants that are outstanding and the dilutive effect on our shareholders of issuingthe maximum number of Class A ordinary shares issuable upon the exercise of our public warrants. If we takeadvantage of this option, all holders of public warrants would pay the exercise price by surrendering their publicwarrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of

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the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exerciseprice of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair marketvalue” means the 10-day average closing price as of the date on which the notice of redemption is sent to theholders of the warrants. If we take advantage of this option, the notice of redemption will contain the informationnecessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants,including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce thenumber of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe thisfeature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initialbusiness combination. If we call our warrants for redemption and we do not take advantage of this option, oursponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cashor on a cashless basis using the same formula described above that other warrantholders would have beenrequired to use had all warrantholders been required to exercise their warrants on a cashless basis as described inmore detail below.

No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would beentitled to receive a fractional interest in a share, we will round down to the nearest whole number of the numberof Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisablefor a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if we arenot the surviving company in our initial business combination), the warrants may be exercised for such security.At such time as the warrants become exercisable for a security other than the Class A ordinary shares, theCompany (or surviving company) will use its commercially reasonable efforts to register under the Securities Actthe security issuable upon the exercise of the warrants.

Redemption Procedures

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that suchholder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, suchperson (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially ownin excess of 9.8% (or such other amount as a holder may specify) of the Class A ordinary shares issued andoutstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments. If the number of outstanding Class A ordinary shares is increased by acapitalization or share dividend payable in Class A ordinary shares, or by a sub-division of ordinary shares orother similar event, then, on the effective date of such capitalization or share dividend, sub-division or similarevent, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportionto such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders ofordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fairmarket value” (as defined below) will be deemed a share dividend of a number of Class A ordinary shares equalto the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable underany other equity securities sold in such rights offering that are convertible into or exercisable for Class Aordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rightsoffering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securitiesconvertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinaryshares, there will be taken into account any consideration received for such rights, as well as any additionalamount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weightedaverage price of Class A ordinary shares as reported during the 10 trading day period ending on the trading dayprior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicablemarket, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make adistribution in cash, securities or other assets to all or substantially all of the holders of the Class A ordinaryshares on account of such Class A ordinary shares (or other securities into which the warrants are convertible),

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other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a pershare basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (asadjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions thatresulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise ofeach warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal toor less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares inconnection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders ofClass A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandumand articles of association (A) to modify the substance or timing of our obligation to provide holders of ourClass A ordinary shares the right to have their shares redeemed in connection with our initial businesscombination or to redeem 100% of our public shares if we do not complete our initial business combinationwithin 18 months from the closing of this offering (or up to 24 months from the closing of this offering if weextend the period of time to consummate a business combination) or (B) with respect to any other provisionrelating to the rights of holders of our Class A ordinary shares, or (e) in connection with the redemption of ourpublic shares upon our failure to complete our initial business combination, then the warrant exercise price willbe decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fairmarket value of any securities or other assets paid on each Class A ordinary share in respect of such event.

If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverseshare sub-division or reclassification of Class A ordinary shares or other similar event, then, on the effective dateof such consolidation, combination, reverse share sub-division, reclassification or similar event, the number ofClass A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease inoutstanding Class A ordinary shares.

Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted,as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise priceimmediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class Aordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) thedenominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.

The warrant agreement provides that no adjustment to the number of Class A ordinary shares issuable uponexercise of a warrant will be required until cumulative adjustments amount to 1% or more of the number of ClassA ordinary shares issuable upon exercise of a warrant as last adjusted. Any such adjustments that are not madewill be carried forward and taken into account in any subsequent adjustment. All such carried forwardadjustments will be made (i) in connection with any subsequent adjustment that (taken together with such carriedforward adjustments) would result in a change of at least 1% in the number of Class A ordinary shares issuableupon exercise of a warrant and (ii) on the exercise date of any warrant.

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raisingpurposes in connection with the closing of our initial business combination at an issue price or effective issueprice of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in goodfaith by our Board of Directors and, in the case of any such issuance to our sponsor or its affiliates, withouttaking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to suchissuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than60% of the total equity proceeds, and interest thereon, available for the funding of our initial businesscombination on the date of the consummation of our initial business combination (net of redemptions), and (z)the volume weighted average trading price of our Class A ordinary shares during the 20 trading day periodstarting on the trading day prior to the day on which we consummate our initial business combination (suchprice, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to thenearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per

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share redemption trigger price described above under “— Redemption of public warrants” will be adjusted (tothe nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than thosedescribed above or that solely affects the par value of such Class A ordinary shares), or in the case of any mergeror consolidation of us with or into another corporation (other than a consolidation or merger in which we are thecontinuing corporation and that does not result in any reclassification or reorganization of our outstanding ClassA ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or otherproperty of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holdersof the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms andconditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretoforepurchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class Aordinary shares or other securities or property (including cash) receivable upon such reclassification,reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holderof the warrants would have received if such holder had exercised their warrants immediately prior to such event.

The warrants will be issued in registered form under a warrant agreement between Continental StockTransfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of thewarrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity orcorrect any mistake, including to conform the provisions of the warrant agreement to the description of the termsof the warrants and the warrant agreement set forth in this prospectus, or defective provision (ii) amending theprovisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrantagreement, (iii) adding or changing any provisions with respect to matters or questions arising under the warrantagreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem tonot adversely affect the rights of the registered holders of the warrants or (iv) making any amendments that arenecessary in the good faith determination of our board of directors (taking into account then existing marketprecedents) to allow for the warrants to be classified as equity in our financial statements, but otherwise requiresthe approval by the holders of at least 65% of the then-outstanding public warrants to make any change thatadversely affects the interests of the registered holders. You should review a copy of the warrant agreement,which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a completedescription of the terms and conditions applicable to the warrants.

The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rightsuntil they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinaryshares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on allmatters to be voted on by shareholders.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade. If,upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, uponexercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to thewarrant holder.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of orrelating in any way to the warrant agreement will be brought and enforced in the courts of the State of New Yorkor the United States District Court for the Southern District of New York, and we irrevocably submit to suchjurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “RiskFactors—Our warrant agreement will designate the courts of the State of New York or the United States DistrictCourt for the Southern District of New York as the sole and exclusive forum for certain types of actions andproceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders toobtain a favorable judicial forum for disputes with our company.” This provision applies to claims under theSecurities Act but does not apply to claims under the Exchange Act or any claim for which the federal districtcourts of the United States of America are the sole and exclusive forum.

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Private Placement Warrants

Except as described below, the private placement warrants have terms and provisions that are identical tothose of the warrants being sold as part of the units in this offering. The private placement warrants will not betransferable, assignable or salable (and the Class A ordinary shares issuable upon exercise of the privateplacement warrants will not be transferable, assignable or salable until 30 days after the completion of our initialbusiness combination), except pursuant to limited exceptions as described under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons orentities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemableby us. Our sponsor, or its permitted transferees, has the option to exercise the private placement warrants on acashless basis. If the private placement warrants are held by holders other than our sponsor or its permittedtransferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisableby the holders on the same basis as the warrants included in the units being sold in this offering. Any amendmentto the terms of the private placement warrants or any provision of the warrant agreement with respect to theprivate placement warrants will require a vote of holders of at least 65% of the number of the then outstandingprivate placement warrants.

If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay theexercise price by surrendering his, her or its warrants for that number of Class A ordinary shares equal to thequotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,multiplied by the excess of the “Sponsor fair market value” (defined below) over the exercise price of thewarrants by (y) the Sponsor fair market value. For these purposes, the “Sponsor fair market value” shall mean theaverage reported closing price of the Class A ordinary shares for the 10 trading days ending on the third tradingday prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we haveagreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whetherthey will be affiliated with us following a business combination. If they remain affiliated with us, their ability tosell our securities in the open market will be significantly limited. We expect to have policies in place thatrestrict insiders from selling our securities except during specific periods of time. Even during such periods oftime when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she isin possession of material non-public information. Accordingly, unlike public shareholders who could exercisetheir warrants and sell the Class A ordinary shares received upon such exercise freely in the open market in orderto recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As aresult, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

In order to fund working capital deficiencies or finance transaction costs in connection with an intendedinitial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directorsmay, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may beconvertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option ofthe lender. Such warrants would be identical to the private placement warrants.

Forward Purchase Shares

We have entered into two forward purchase agreements with the FPA Purchaser, pursuant to which the FPAPurchaser agreed to purchase (1) an aggregate of 2,500,000 firm forward purchase shares for $10.00 per share, oran aggregate amount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 additional forwardpurchase shares for $10.00 per share, or an aggregate maximum amount of up to $25,000,000, in each case in aprivate placement that may close simultaneously with the closing of our initial business combination.

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividendsprior to the completion of our initial business combination. The payment of cash dividends in the future will be

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dependent upon our revenues and earnings, if any, capital requirements and general financial conditionsubsequent to completion of our initial business combination. The payment of any cash dividends subsequent toour initial business combination will be within the discretion of our Board of Directors at such time. If weincrease the size of this offering, we will effect a share capitalization or other appropriate mechanismimmediately prior to the consummation of this offering in such amount as to maintain the number of foundershares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation ofthis offering. Further, if we incur any indebtedness in connection with a business combination, our ability todeclare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Our Transfer Agent and Warrant Agent

The transfer agent for our ordinary shares and warrant agent for our warrants is Continental StockTransfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in itsroles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers andemployees against all claims and losses that may arise out of acts performed or omitted for its activities in thatcapacity, except for any claims and losses due to any gross negligence or intentional misconduct of theindemnified person or entity.

Certain Differences in Corporate Law

Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on EnglishLaw but does not follow recent English Law statutory enactments, and differs from laws applicable to UnitedStates corporations and their shareholders. Set forth below is a summary of the material differences between theprovisions of the Companies Act applicable to us and the laws applicable to companies incorporated in theUnited States and their shareholders.

Mergers and Similar Arrangements. In certain circumstances, the Companies Act allows for mergers orconsolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and acompany incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).

Where the merger or consolidation is between two Cayman Islands companies, the directors of eachcompany must approve a written plan of merger or consolidation containing certain prescribed information. Thatplan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of662/3% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) suchother authorization, if any, as may be specified in such constituent company’s articles of association. Noshareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90%of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of eachholder of a fixed or floating security interest of a constituent company must be obtained, unless the court waivessuch requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of theCompanies Act (which includes certain other formalities) have been complied with, the Registrar of Companieswill register the plan of merger or consolidation.

Where the merger or consolidation involves a foreign company, the procedure is similar, save that withrespect to the foreign company, the directors of the Cayman Islands exempted company are required to make adeclaration to the effect that, having made due enquiry, they are of the opinion that the requirements set outbelow have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutionaldocuments of the foreign company and by the laws of the jurisdiction in which the foreign company isincorporated, and that those laws and any requirements of those constitutional documents have been or will becomplied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or ordermade or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver,trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of theforeign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or

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other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of theforeign company are and continue to be suspended or restricted.

Where the surviving company is the Cayman Islands exempted company, the directors of the CaymanIslands exempted company are further required to make a declaration to the effect that, having made due enquiry,they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able topay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraudunsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted bythe foreign company to the surviving or consolidated company (a) consent or approval to the transfer has beenobtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with theconstitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign companywith respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon themerger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of therelevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest topermit the merger or consolidation.

Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholdersto be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if theyfollow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his writtenobjection to the merger or consolidation to the constituent company before the vote on the merger orconsolidation, including a statement that the shareholder proposes to demand payment for his shares if themerger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger orconsolidation is approved by the shareholders, the constituent company must give written notice to eachshareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such noticefrom the constituent company, give the constituent company a written notice of his intention to dissent including,among other details, a demand for payment of the fair value of his shares; (d) within seven days following thedate of the expiration of the period set out in paragraph (b) above or seven days following the date on which theplan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company orthe consolidated company must make a written offer to each dissenting shareholder to purchase his shares at aprice that the company determines is the fair value and if the company and the shareholder agree the price within30 days following the date on which the offer was made, the company must pay the shareholder such amount;and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 daysfollowing the date on which such 30 day period expires, the company (and any dissenting shareholder) must filea petition with the Cayman Islands Grand Court to determine the fair value and such petition must beaccompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to thefair value of their shares have not been reached by the company. At the hearing of that petition, the court has thepower to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by thecompany upon the amount determined to be the fair value. Any dissenting shareholder whose name appears onthe list filed by the company may participate fully in all proceedings until the determination of fair value isreached. These rights of a dissenting shareholder are not available in certain circumstances, for example, todissenters holding shares of any class in respect of which an open market exists on a recognized stock exchangeor recognized interdealer quotation system at the relevant date or where the consideration for such shares to becontributed are shares of any company listed on a national securities exchange or shares of the surviving orconsolidated company.

Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction oramalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited forcomplex mergers or other transactions involving widely held companies, commonly referred to in the CaymanIslands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger wassought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer tocomplete than the procedures typically required to consummate a merger in the United States), the arrangementin question must be approved by a majority in number of each class of shareholders and creditors with whom the

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arrangement is to be made and who must in addition represent three-fourths in value of each such class ofshareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annualgeneral meeting, or extra-ordinary general meeting summoned for that purpose. The convening of the meetingsand subsequently the Cayman Islands terms of the arrangement must be sanctioned by the Grand Court of theCayman Islands. While a dissenting shareholder would have the right to express to the court the view that thetransaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

• we are not proposing to act illegally or beyond the scope of our corporate authority and the statutoryprovisions as to majority vote have been complied with;

• the shareholders have been fairly represented at the meeting in question;

• the arrangement is such as a businessman would reasonably approve; and

• the arrangement is not one that would more properly be sanctioned under some other provision of theCompanies Act or that would amount to a “fraud on the minority.”

If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholderwould have no rights comparable to appraisal rights (providing rights to receive payment in cash for thejudicially determined value of the shares), which would otherwise ordinarily be available to dissentingshareholders of United States corporations.

Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares towhom the offer relates within four months, the offeror may, within a two-month period, require the holders of theremaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Courtof the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion orinequitable treatment of the shareholders.

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstancesbe achieved through means other than these statutory provisions, such as a share capital exchange, assetacquisition or control, or through contractual arrangements of an operating business.

Shareholders’ Suits. Maples and Calder, our Cayman Islands legal counsel, is not aware of any reportedclass action having been brought in a Cayman Islands court. Derivative actions have been brought in the CaymanIslands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, wewill be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example)our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islandsauthorities and on English authorities, which would in all likelihood be of persuasive authority and be applied bya court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

• a company is acting, or proposing to act, illegally or beyond the scope of its authority;

• the act complained of, although not beyond the scope of the authority, could be effected if dulyauthorized by more than the number of votes which have actually been obtained; or

• those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against us where the individual rights of that shareholderhave been infringed or are about to be infringed.

Enforcement of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared tothe United States and provides less protection to investors. Additionally, Cayman Islands companies may nothave standing to sue before the Federal courts of the United States.

We have been advised by Maples and Calder, our Cayman Islands legal counsel, that the courts of theCayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States

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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 civilliability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposedby those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in theCayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize andenforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits basedon the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation topay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment tobe enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, andmust not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of thesame matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcementof which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multipledamages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcementproceedings if concurrent proceedings are being brought elsewhere.

Special Considerations for Exempted Companies. We are an exempted company with limited liability underthe Companies Act. The Companies Act distinguishes between ordinary resident companies and exemptedcompanies. Any company that is registered in the Cayman Islands but conducts business mainly outside of theCayman Islands may apply to be registered as an exempted company. The requirements for an exemptedcompany are essentially the same as for an ordinary company except for the exemptions and privileges listedbelow:

• an exempted company does not have to file an annual return of its shareholders with the Register ofCompanies;

• an exempted company’s register of members is not open to inspection;

• an exempted company does not have to hold an annual general meeting;

• an exempted company may issue shares with no par value;

• an exempted company may obtain an undertaking against the imposition of any future taxation (suchundertakings are usually given for 20 years in the first instance);

• an exempted company may register by way of continuation in another jurisdiction and be deregisteredin the Cayman Islands;

• an exempted company may register as a limited duration company; and

• an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by theshareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, theestablishment of an agency relationship or an illegal or improper purpose or other circumstances in which a courtmay be prepared to pierce or lift the corporate veil).

Amended and Restated Memorandum and Articles of Association

Our amended and restated memorandum and articles of association will contain provisions designed toprovide certain rights and protections relating to this offering that will apply to us until the completion of ourinitial business combination. These provisions cannot be amended without a special resolution under CaymanIslands law. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it hasbeen approved by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified in acompany’s articles of association) of a company’s shareholders entitled to vote and so voting at a generalmeeting for which notice specifying the intention to propose the resolution as a special resolution has been given;or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the

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company’s shareholders. Other than as described above, our amended and restated memorandum and articles ofassociation will provide that special resolutions must be approved either by at least two-thirds of our shareholderswho attend and vote at a general meeting of the company (i.e., the lowest threshold permissible under CaymanIslands law), or by a unanimous written resolution of all of our shareholders.

Our sponsor and its permitted transferees, if any, who will collectively beneficially own 20% of ourordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), willparticipate in any vote to amend our amended and restated memorandum and articles of association and will havethe discretion to vote in any manner they choose. Specifically, our amended and restated memorandum andarticles of association will provide, among other things, that:

• If we have not consummated an initial business combination within 18 months from the closing of thisoffering (or up to 24 months from the closing of this offering if we extend the period of time toconsummate a business combination), we will (i) cease all operations except for the purpose of windingup; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem thepublic shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in thetrust account, including interest earned on the funds held in the trust account and not previously releasedto us to pay our income taxes that were paid by us or are payable by us, if any (less up to $100,000 ofinterest to pay dissolution expenses) divided by the number of the then-outstanding public shares, whichredemption will completely extinguish public shareholders’ rights as shareholders (including the right toreceive further liquidation distributions, if any); and (iii) as promptly as reasonably possible followingsuch 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 Islandslaw to provide for claims of creditors and the requirements of other applicable law;

• Prior to or in connection with our initial business combination, we may not issue additional securitiesthat would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a classwith our public shares (a) on our initial business combination or on any other proposal presented toshareholders prior to or in connection with the completion of an initial business combination or (b) toapprove an amendment to our amended and restated memorandum and articles of association to(x) extend the time we have to consummate a business combination beyond 24 months from the closingof this offering or (y) amend the foregoing provisions;

• Although we do not intend to enter into a business combination with a target business that is affiliatedwith our sponsor, founders, our directors or our officers, we are not prohibited from doing so. In theevent we enter into such a transaction, we, or a committee of independent directors, will obtain anopinion from an independent investment banking firm that is a member of FINRA or anotherindependent firm that commonly renders valuation opinions for the type of company we are seeking toacquire or an independent accounting firm that such a business combination is fair to our companyfrom a financial point of view;

• If a shareholder vote on our initial business combination is not required by applicable law or stockexchange listing requirements and we do not decide to hold a shareholder vote for business or otherreasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of theExchange Act, and will file tender offer documents with the SEC prior to completing our initialbusiness combination which contain substantially the same financial and other information about ourinitial business combination and the redemption rights as is required under Regulation 14A of theExchange Act;

• Our sponsor may extend the period of time to consummate a business combination by up to twoadditional three-month periods (for a total of up to 24 months to complete a business combination);pursuant to the terms of our amended and restated certificate of incorporation and the trust agreementto be entered into between us and Continental Stock Transfer & Trust Company on the date of thisprospectus, in order for the time available for us to consummate our initial business combination to be

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extended, our sponsor or its affiliates or designees, upon five business days advance notice prior to theapplicable deadline, must deposit into the trust account, for each additional three-month period,$2,000,000, or $2,300,000 if the underwriters’ overallotment option is exercised in full ($0.10 per unitin either case) on or prior to the date of the applicable deadline; our stockholders will not be entitled tovote or redeem their shares in connection with any such extension; if we complete our initial businesscombination, we would repay such loaned amounts either out of the proceeds of the trust accountreleased to us or, at the lender’s option, convert a portion or all of the total loan amounts into warrantsat a price of $1.00 per warrant, which warrants will be identical to the private placement warrants;

• So long as our securities are then listed on the Nasdaq, our initial business combination must occurwith one or more target businesses that together have an aggregate fair market value of at least 80% ofthe assets held in the trust account (excluding the amount of deferred underwriting discounts held intrust and taxes payable on the income earned on the trust account) at the time of the agreement to enterinto the initial business combination;

• If our shareholders approve an amendment to our amended and restated memorandum and articles ofassociation (A) that would modify the substance or timing of our obligation to provide holders of ourClass A ordinary shares the right to have their shares redeemed in connection with our initial businesscombination or to redeem 100% of our public shares if we do not complete our initial businesscombination within 18 months from the closing of this offering (or up to 24 months from the closing ofthis offering if we extend the period of time to consummate a business combination) or (B) withrespect to any other provision relating to the rights of holders of our Class A ordinary shares, we willprovide our public shareholders with the opportunity to redeem all or a portion of their ordinary sharesupon such approval at a per-share price, payable in cash, equal to the aggregate amount then on depositin the trust account, including interest earned on the funds held in the trust account and not previouslyreleased to us to pay our income taxes, if any, divided by the number of the then-outstanding publicshares, subject to the limitations described herein; and

• We will not effectuate our initial business combination solely with another blank check company or asimilar company with nominal operations.

In addition, our amended and restated memorandum and articles of association will provide that under nocircumstances will we redeem our public shares in an amount that would cause our net tangible assets to be lessthan $5,000,001.

The Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum andarticles of association with the approval of a special resolution which requires the approval of the holders of atleast two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at a generalmeeting, or by way of unanimous written resolution. A company’s articles of association may specify that theapproval of a higher majority is required but, provided the approval of the required majority is obtained, anyCayman Islands exempted company may amend its memorandum and articles of association regardless ofwhether its memorandum and articles of association provide otherwise. Accordingly, although we could amendany of the provisions relating to our proposed offering, structure and business plan which are contained in ouramended and restated memorandum and articles of association, we view all of these provisions as bindingobligations to our shareholders and neither we, nor our officers or directors, will take any action to amend orwaive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeemtheir public shares.

Anti-Money Laundering—Cayman Islands

If any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing orsuspecting, that another person is engaged in criminal conduct or is involved with terrorism or terrorist propertyand the information for that knowledge or suspicion came to their attention in the course of business in the

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regulated sector or other trade, profession, business or employment, the person will be required to report suchknowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceedsof Crime Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or moneylaundering or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority,pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure relates to involvement withterrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence or of anyrestriction upon the disclosure of information imposed by any enactment or otherwise.

Data Protection—Cayman Islands

We have certain duties under the Data Protection Act (As Revised) of the Cayman Islands (the “DPL”)based on internationally accepted principles of data privacy.

Privacy Notice

Introduction

This privacy notice puts our shareholders on notice that through your investment in the Company you willprovide us with certain personal information which constitutes personal data within the meaning of the DPL(“personal data”). In the following discussion, the “company” refers to us and our affiliates and/or delegates,except where the context requires otherwise.

Investor Data

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only andwithin the parameters that could be reasonably expected during the normal course of business. We will onlyprocess, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of onan ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will onlytransfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical andorganizational information security measures designed to protect against unauthorized or unlawful processing ofthe personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL,while our affiliates and service providers who may receive this personal data from us in the conduct of ouractivities may either act as our “data processors” for the purposes of the DPL or may process personalinformation for their own lawful purposes in connection with services provided to us.

We may also obtain personal data from other public sources. Personal data includes, without limitation, thefollowing information relating to a shareholder and/or any individuals connected with a shareholder as aninvestor: name, residential address, email address, contact details, corporate contact information, signature,nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passportnumber, bank account details, source of funds details and details relating to the shareholder’s investment activity.

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for thesepurposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal dataon individuals connected to you for any reason in relation your investment in the company, this will be relevantfor those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwiseadvise them of its content.

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How the Company May Use Your Personal Data

The company, as the data controller, may collect, store and use personal data for lawful purposes, including,in particular:

(a) where this is necessary for the performance of our rights and obligations under any purchase agreements;

(b) where this is necessary for compliance with a legal and regulatory obligation to which we are subject(such as compliance with anti-money laundering and FATCA/CRS requirements); and/or

(c) where this is necessary for the purposes of our legitimate interests and such interests are not overriddenby your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose thatrequires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain circumstances we may be legally obliged to share personal data and other information withrespect to your shareholding with the relevant regulatory authorities such as the Cayman Islands MonetaryAuthority or the Tax Information Authority. They, in turn, may exchange this information with foreignauthorities, including tax authorities.

We anticipates disclosing personal data to persons who provide services to us and their respective affiliates(which may include certain entities located outside the United States, the Cayman Islands or the EuropeanEconomic Area), who will process your personal data on our behalf.

The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the CaymanIslands shall be in accordance with the requirements of the DPL.

We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizationalinformation security measures designed to protect against unauthorized or unlawful processing of personal data,and against accidental loss or destruction of, or damage to, personal data.

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests,fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.

Certain Anti-takeover Provisions of our Amended and Restated Memorandum and Articles of Association

Our amended and restated memorandum and articles of association will provide that our Board of Directorswill be classified into three classes of directors. As a result, in most circumstances, a person can gain control ofour board only by successfully engaging in a proxy contest at two or more annual general meetings.

Our authorized but unissued Class A ordinary shares and preference shares will be available for futureissuances without shareholder approval and could be utilized for a variety of corporate purposes, including futureofferings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized butunissued and unreserved Class A ordinary shares and preference shares could render more difficult or discouragean attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Securities Eligible for Future Sale

Immediately after this offering, we will have 25,750,000 Class A ordinary shares (or 28,750,000 Class Aordinary shares if the underwriter’s over-allotment option is exercised in full) issued and outstanding on an

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as-converted basis. Of these shares, the Class A ordinary shares sold in this offering (20,000,000 Class Aordinary shares if the underwriter’s over-allotment option is not exercised and 23,000,000 Class A ordinaryshares if the underwriter’s over-allotment option is exercised in full) will be freely tradable without restriction orfurther registration under the Securities Act, except for any Class A ordinary shares purchased by one of ouraffiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares(5,000,000 founder shares if the underwriter’s over-allotment option is not exercised and 5,750,000 foundershares if the underwriter’s over-allotment option is exercised in full) and all of the outstanding private placementwarrants (6,666,667 private placement warrants if the underwriter’s over-allotment option is not exercised and7,466,667 private placement warrants if the underwriter’s over-allotment option is exercised in full) will berestricted securities under Rule 144, in that they were issued in private transactions not involving a publicoffering.

In the event of the closing of the sale of the forward purchase shares, all of the up to 5,000,000 forwardpurchase shares will be restricted securities under Rule 144.

Rule 144

Pursuant to Rule 144, a person who has beneficially owned restricted shares or warrants for at least sixmonths would be entitled to sell their securities provided that (i) such person is not deemed to have been one ofour affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to theExchange Act periodic reporting requirements for at least three months before the sale and have filed all requiredreports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as wewere required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares or warrants for at least six months but who are ouraffiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additionalrestrictions, by which such person would be entitled to sell within any three-month period only a number ofsecurities that does not exceed the greater of:

• 1% of the total number of ordinary shares then-outstanding, which will equal 250,000 sharesimmediately after this offering (or 287,500 shares if the underwrite exercises its over-allotment optionin full); or

• the average weekly reported trading volume of the Class A ordinary shares during the four calendarweeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirementsand to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than businesscombination related shell companies) or issuers that have been at any time previously a shell company. However,Rule 144 also includes an important exception to this prohibition if the following conditions are met:

• the issuer of the securities that was formerly a shell company has ceased to be a shell company;

• the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of theExchange Act;

• the issuer of the securities has filed all Exchange Act reports and material required to be filed, asapplicable, during the preceding twelve months (or such shorter period that the issuer was required tofile such reports and materials), other than Form 8-K reports; and at least one year has elapsed from thetime that the issuer filed current Form 10 type information with the SEC reflecting its status as anentity that is not a shell company.

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As a result, our sponsor will be able to sell its founder shares and private placement warrants, and thesecurities underlying the forgoing, pursuant to Rule 144 without registration one year after we have completedour initial business combination.

Registration and Shareholder Rights

The holders of the founder shares, private placement warrants, Class A ordinary shares underlying theprivate placement warrants and any warrants that may be issued upon conversion of working capital loans andextension loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrantsand warrants that may be issued upon conversion of working capital loans and extension loans) will be entitled toregistration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on theeffective date of this offering. The holders of these securities are entitled to make up to three demands, excludingshort form demands, that we register such securities. In addition, the holders have certain “piggy-back”registration rights with respect to registration statements filed subsequent to our completion of our initialbusiness combination. However, the registration and shareholder rights agreement provides that we will notpermit any registration statement filed under the Securities Act to become effective until termination of theapplicable lockup period, which occurs (i) in the case of the founder shares, as described in the followingparagraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary sharesunderlying such warrants, 30 days after the completion of our initial business combination. We will bear theexpenses incurred in connection with the filing of any such registration statements.

Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer,assign or sell (i) their founder shares until the earliest of (A) one year after the completion of our initial businesscombination and (B) subsequent to our initial business combination, (x) if the closing price of our Class Aordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day periodcommencing at least 150 days after our initial business combination, or (y) the date on which we complete aliquidation, merger, share exchange or other similar transaction that results in all of our public shareholdershaving the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of theirprivate placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 daysafter the completion of our initial business combination. Any permitted transferees will be subject to the samerestrictions and other agreements of our sponsor with respect to any founder shares, private placement warrantsand Class A ordinary shares issued upon conversion or exercise thereof. We refer to such transfer restrictionsthroughout this prospectus as the lock-up.

In addition, pursuant to the registration and shareholder rights agreement, our sponsor, upon and followingconsummation of an initial business combination, will be entitled to nominate three individuals for appointmentto our Board of Directors, as long as the sponsor holds any securities covered by the registration and shareholderrights agreement.

Pursuant to the forward purchase agreements we intend to enter into, we will agree that we will use ourcommercially reasonable efforts to file within 30 days after the closing of the initial business combination aregistration statement with the SEC for a secondary offering of the forward purchase shares and to cause suchregistration statement to be declared effective as soon as practicable after it is filed.

Listing of Securities

We intend to apply to have our units listed on the Nasdaq under the symbol “TGAAU” Once the securitiescomprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will belisted on the Nasdaq under the symbols “TGAA” and “TGAAW”, respectively. The units will automaticallyseparate into their component parts and will not be traded following the completion of our initial businesscombination.

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TAXATION

The following summary of certain Cayman Islands and U.S. federal income tax consequences of aninvestment in our units, each consisting of one Class A ordinary share and one-third of one redeemable warrant,which we refer to collectively as our securities, is based upon laws and relevant interpretations thereof in effectas of the date of this prospectus, all of which are subject to change. This summary does not deal with all possibletax consequences relating to an investment in our Class A ordinary shares and warrants, such as the taxconsequences under state, local and other tax laws.

Prospective investors should consult their advisors on the possible tax consequences of investing in oursecurities under the laws of their country of citizenship, residence or domicile.

Cayman Islands Tax Considerations

The following is a discussion on certain Cayman Islands income tax consequences of an investment in thesecurities of the Company. The discussion is a general summary of present law, which is subject to prospectiveand retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances,and does not consider tax consequences other than those arising under Cayman Islands law.

Under Existing Cayman Islands Laws

Payments of dividends and capital in respect of our securities will not be subject to taxation in the CaymanIslands and no withholding will be required on the payment of a dividend or capital to any holder of the securitiesnor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporate tax.The Cayman Islands currently has no income, corporate or capital gains tax and no estate duty, inheritance tax orgift tax.

No stamp duty is payable in respect of the issue of the warrants. An instrument of transfer in respect of awarrant is stampable if executed in or brought into the Cayman Islands.

No stamp duty is payable in respect of the issue of our Class A ordinary shares or on an instrument oftransfer in respect of such shares.

The Company has been incorporated under the laws of the Cayman Islands as an exempted company withlimited liability and, as such, has applied for and received an undertaking from the Financial Secretary of theCayman Islands in the following form:

The Tax Concessions LawUndertaking as to Tax Concessions

In accordance with the Tax Concessions Law, the following undertaking is hereby given to the Company:

1. That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income,gains or appreciations shall apply to the Company or its operations; and

2. In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the natureof estate duty or inheritance tax shall be payable:

2.1 On or in respect of the shares, debentures or other obligations of the Company; or

2.2 by way of the withholding in whole or part, of any relevant payment as defined in the TaxConcessions Law.

These concessions shall be for a period of TWENTY years from the 4th day of February 2021.

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United States Federal Income Tax Considerations

The following summarizes the material U.S. federal income tax consequences of the ownership anddisposition by a U.S. Holder (as defined below) of our units, Class A ordinary shares and warrants, to which werefer collectively as our securities. Because the components of a unit are generally separable at your option, youwill be treated for U.S. federal income tax purposes as the owner of the underlying Class A ordinary share andone-third of one redeemable warrant components of the unit. As a result, the discussion below with respect tobeneficial owners of Class A ordinary shares and warrants will also apply to beneficial owners of units (as thedeemed owners of the underlying Class A ordinary shares and warrants that compose the units).

This discussion of certain U.S. federal income tax considerations applies to you only if (i) you are an initialpurchaser of a unit pursuant to this offering, (ii) you are a U.S. Holder and (iii) you hold the unit and eachcomponent of the unit as capital assets under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).You are a U.S. Holder if for U.S. federal income tax purposes you are a beneficial owner of our units, Class Aordinary shares or warrants and are:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation) organized in or under the laws of the UnitedStates, any state thereof or the District of Columbia; or

• an estate or trust the income of which is includible in gross income for U.S. federal income taxpurposes regardless of its source.

This discussion assumes that any distributions made (or deemed made) by us on our Class A ordinary sharesand any consideration received (or deemed received) by you in consideration for the sale or other disposition ofour securities will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of U.S.federal income taxation that may be relevant to your ownership and disposition of units, Class A ordinary sharesor warrants in your particular circumstances, or if you are subject to special treatment under the U.S. federalincome tax laws, including if you are:

• our sponsor or founder (or an officer, director, employee or affiliate thereof);

• a financial institution;

• a dealer or trader in securities that uses a mark-to-market method of tax accounting with respect to thesecurities;

• a government or agency or instrumentality thereof;

• a regulated investment company;

• a real estate investment trust;

• an expatriate or former long-term resident of the United States;

• an insurance company;

• a person that actually or constructively owns five percent or more of our voting shares or five percentor more of the total value of our shares;

• a person holding the securities as part of a “straddle,” integrated transaction or similar transaction;

• a person holding our securities in connection with a trade or business outside the United States;

• a U.S. person whose functional currency is not the U.S. dollar; or

• a tax-exempt entity.

Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulationspromulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, whichmay be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to

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result in U.S. federal income tax consequences different from those discussed below. Furthermore, thisdiscussion does not discuss the alternative minimum tax or the application of Section 451(b) of the Code, anddoes not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution taxlaws, or any state, local or non-U.S. tax laws.

We have not sought, and will not seek, a ruling from the Internal Revenue Service (the “IRS”) as to anyU.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and itsdetermination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations,administrative rulings or court decisions will not adversely affect the accuracy of the statements in thisdiscussion. You are urged to consult your tax adviser with respect to the application of U.S. federal tax laws toyour particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S.taxing jurisdiction.

This discussion does not consider the tax treatment of partnerships or other passthrough entities or personswho invest in our securities through those entities. If a partnership (or other entity or arrangement classified as apartnership or other passthrough entity for U.S. federal income tax purposes) is the beneficial owner of oursecurities, the U.S. federal income tax treatment of a partner or member in the partnership or other passthroughentity generally will depend on the status of the partner or member and the activities of the partnership or otherpassthrough entity. If you are a partnership or other passthrough entity holding our securities, or a partner ormember thereof, we urge you to consult your own tax adviser.

This discussion does not address the tax consequences of our business combination or owning the targetcompany’s securities after the business combination. Furthermore, this discussion assumes that the targetcompany will not be a U.S. person for U.S. federal income tax purposes.

THIS DISCUSSION IS ONLY A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAXCONSIDERATIONS ASSOCIATED WITH THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES.YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISER WITH RESPECT TO THE PARTICULARTAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES,INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, ANDNON-U.S. TAX LAWS.

Allocation of Purchase Price and Characterization of a Unit

No statutory, administrative or judicial authority directly addresses the treatment of a unit or instrumentssimilar to a unit for U.S. federal income tax purposes and, therefore, that treatment is not entirely clear. Undergeneral U.S. federal income tax principles, the acquisition of a unit should be treated as the acquisition of oneClass A ordinary share and one-third of one warrant, a whole one of which is exercisable to acquire one Class Aordinary share. For U.S. federal income tax purposes, you must allocate the purchase price paid for a unitbetween the one Class A ordinary share and the one-third of one warrant based on the relative fair market valueof each at the time of issuance. Under U.S. federal income tax law, each investor must make his or her owndetermination of these values based on all the facts and circumstances. Therefore, you should consult with yourtax adviser regarding the determination of value for these purposes. The portion of the purchase price of a unitallocated to each Class A ordinary share and the one-third of one warrant will be your initial tax basis in theshare or warrant, as the case may be. Any disposition of a unit will be treated for U.S. federal income taxpurposes as a disposition of the Class A ordinary share and one-third of one warrant composing the unit, and theamount realized on the disposition will be allocated between the Class A ordinary share and the one-third of onewarrant based on their respective relative fair market values (as determined by you based on all the relevant factsand circumstances) at the time of disposition. The separation of the Class A ordinary share and the one-third ofone warrant composing a unit should not be a taxable event for U.S. federal income tax purposes.

The foregoing treatment of the units, Class A ordinary shares and warrants and your purchase priceallocation is not binding on the IRS or the courts. Because there are no authorities that directly address

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instruments that are similar to the units, no assurance can be given that the IRS or a court will agree with thecharacterization described above or the discussion below. The remainder of this discussion assumes that thecharacterization of the units described above is respected for U.S. federal income tax purposes.

Taxation of Distributions

The following discussion is subject to the discussion under “—Passive Foreign Investment Company Rules”below.

You generally will be required to include in gross income as dividends the amount of any distribution ofcash or other property (other than certain distributions of our shares or rights to acquire our shares) paid on ourClass A ordinary shares to the extent the distribution is paid out of our current or accumulated earnings andprofits (as determined under U.S. federal income tax principles). Distributions in excess of earnings and profitsgenerally will be applied against, and reduce, your tax basis in your Class A ordinary shares (but not below zero),and any remaining excess will be treated as gain from the sale or exchange of the Class A ordinary shares (thetreatment of which is described under “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Dispositionof Class A Ordinary Shares and Warrants” below). However, it is possible that financial intermediaries mayreport the entire amount of any distributions we make as dividends if they cannot determine the amount of ourearnings and profits for U.S. federal income tax purposes.

If you are a corporate U.S. Holder, dividends paid by us will be taxable to you at regular rates and will notbe eligible for the dividends-received deduction generally allowed to domestic corporations in respect ofdividends received from other domestic corporations. If you are a non-corporate U.S. Holder, dividends generallywill be taxed at the lower applicable long-term capital gains rate that applies to qualified dividend income only ifour Class A ordinary shares are readily tradable on an established securities market in the United States, whichthey will be if our shares are traded on the Nasdaq, we are not a PFIC for the taxable year in which the dividendwas paid or the previous year, and certain other requirements, including certain holding period requirements, aremet. It is unclear, however, whether certain redemption rights described in this prospectus may suspend therunning of the applicable holding period for this purpose. You should consult your tax adviser regarding theavailability of this lower rate for any dividends paid with respect to our Class A ordinary shares.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants


Upon a sale or other taxable disposition of our Class A ordinary shares or warrants, which, in general, wouldinclude a redemption of Class A ordinary shares or warrants that is treated as a sale of those securities asdescribed below, and including as a result of a dissolution and liquidation in the event we do not consummate aninitial business combination within the required time period, you generally will recognize capital gain or loss asdescribed below. This capital gain or loss generally will be long-term capital gain or loss if your holding periodfor the Class A ordinary shares or warrants so disposed of exceeds one year. Long-term capital gains recognizedby non-corporate U.S. Holders are currently eligible to be taxed at reduced rates. The deductibility of capitallosses is subject to limitations.

Generally, the amount of gain or loss you recognize will equal the difference between (i) the sum of theamount of cash and the fair market value of any property received in the disposition (or, if the Class A ordinaryshares or warrants are held as part of units at the time of the disposition, the portion of the amount realized onsuch disposition that is allocated to the Class A ordinary shares or the warrants, as the case may be, based uponthe then fair market values of the Class A ordinary shares and the warrants included in the units) and (ii) youradjusted tax basis in the Class A ordinary shares or warrants so disposed of. Your adjusted tax basis in your

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Class A ordinary shares or warrants generally will equal your acquisition cost (that is, as discussed above, theportion of the purchase price of a unit allocated to a Class A ordinary share or one-third of one warrant or, asdiscussed below, your initial basis for Class A ordinary shares received upon exercise of warrants), increased asdescribed below in “—Redemption of Class A Ordinary Shares”) in respect of certain redemptions of Class Aordinary shares that are treated as corporate distributions and by prior deemed distributions under Section 305 ofthe Code that are treated as dividends as described below in “—Possible Constructive Distributions,” anddecreased by any prior distributions (including deemed distributions) treated as returns of capital. The gain orloss will generally be U.S.-source gain or loss for foreign tax credit purposes.

Redemption of Class A Ordinary Shares


In the event that your Class A ordinary shares are redeemed pursuant to the redemption provisions describedin this prospectus under the section of this prospectus entitled “Description of Securities—Ordinary Shares” or ifwe purchase your Class A ordinary shares in an open market transaction (in either case referred to herein as a“redemption”), the treatment of the redemption for U.S. federal income tax purposes will depend on whether theredemption qualifies as a sale of the Class A ordinary shares under Section 302 of the Code. If the redemptionqualifies as a sale of Class A ordinary shares, you will be treated as described under “—Gain or Loss on Sale,Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” above. If theredemption does not qualify as a sale of Class A ordinary shares, you will be treated as receiving a corporatedistribution with the tax consequences described above under “—Taxation of Distributions.” Whether aredemption qualifies for sale treatment will depend largely on the total number of our shares treated as held byyou (including any shares constructively owned by you) relative to all of our shares outstanding both before andafter the redemption. The redemption of Class A ordinary shares generally will be treated as a sale of the Class Aordinary shares (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate”with respect to you, (ii) results in a “complete termination” of your interest in us or (iii) is “not essentiallyequivalent to a dividend” with respect to you. These tests are explained more fully below.

In determining whether any of the foregoing tests is satisfied, you must take into account not only our sharesactually owned by you, but also our shares that are constructively owned by you. In addition to shares you owndirectly, you may be treated as constructively owning shares owned by certain related individuals and entities inwhich you have an interest or that have an interest in you, as well as any shares you have a right to acquire byexercise of an option, which likely would include Class A ordinary shares which could be acquired pursuant tothe exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of ouroutstanding voting shares actually and constructively owned by you immediately following the redemption ofClass A ordinary shares must, among other requirements, be less than 80% of the percentage of our outstandingvoting shares actually and constructively owned by you immediately before the redemption. Prior to our initialbusiness combination, the Class A ordinary shares may not be treated as voting shares for this purpose and,consequently, this substantially disproportionate test may not be applicable. There will be a complete terminationof your interest if either (i) all of our shares actually and constructively owned by you are redeemed or (ii) all ofour shares actually owned by you are redeemed and you are eligible to waive, and effectively waive inaccordance with specific rules, the attribution of shares owned by certain family members and you do notconstructively own any other shares of ours. The redemption of the Class A ordinary shares will not beessentially equivalent to a dividend if the redemption or purchase results in a “meaningful reduction” of yourproportionate interest in us. Whether the redemption will result in a meaningful reduction of your proportionateinterest in us will depend on the particular facts and circumstances. However, the IRS has indicated in apublished ruling that even a small reduction in the proportionate interest of a small minority shareholder in apublicly held corporation who exercises no control over corporate affairs may constitute such a “meaningfulreduction.” You should consult your tax adviser as to the tax consequences of a redemption.

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If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution andthe tax consequences of the redemption will be as described under “—Taxation of Distributions,” above. Afterthe application of those rules, any remaining tax basis in the redeemed Class A ordinary shares will be added toyour adjusted tax basis in your remaining shares. If there are no remaining shares, you are urged to consult yourtax adviser as to the allocation of any remaining basis.

Exercise or Lapse of a Warrant

Except as discussed below with respect to the cashless exercise of warrants, you generally will not recognizetaxable gain or loss on the acquisition of Class A ordinary shares upon exercise of warrants for cash. Your taxbasis in our Class A ordinary shares received upon exercise of the warrants generally will be an amount equal tothe sum of your initial investment in the warrants (i.e., the portion of your purchase price for the units that isallocated to the exercised warrants, as described above under “—Allocation of Purchase Price andCharacterization of a Unit”) and the exercise price. It is unclear whether your holding period for the Class Aordinary shares received upon exercise of warrants will begin on the date following the date of exercise or on thedate of exercise of the warrants; in either case, the holding period will not include the period during which youheld the warrants. If a warrant is allowed to lapse unexercised, you generally will recognize a capital loss equalto your tax basis in the warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashlessexercise may be tax-free, either because the exercise is not a realization event or because it is treated as arecapitalization for U.S. federal income tax purposes. In either of these two situations, your basis in the Class Aordinary shares received would equal your basis in the warrants exercised. If the cashless exercise were treated asnot being a realization event (and not a recapitalization), it is unclear whether your holding period in the Class Aordinary shares would be treated as commencing on the date following the date of exercise or on the date ofexercise of the warrant; in either case, the holding period would not include the period during which you held thewarrants. If the cashless exercise were treated as a recapitalization, the holding period of the Class A ordinaryshares would include the holding period of the warrants exercised.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or losswould be recognized. In that event, a portion of the warrants to be exercised on a cashless basis could, for U.S.federal income tax purposes, be deemed to have been surrendered in consideration of the exercise price of theremaining warrants, which would be deemed to be exercised. For this purpose, you could be deemed to havesurrendered a number of warrants having an aggregate value equal to the exercise price for the total number ofwarrants deemed exercised. Subject to the PFIC rules discussed below, you would recognize capital gain or lossin an amount equal to the difference between the total exercise price for the total number of warrants to beexercised and your adjusted tax basis in the warrants deemed surrendered. In this case, your tax basis in theClass A ordinary shares received would equal the sum of your initial investment in the warrants exercised (i.e.,the portion of your purchase price for the units that is allocated to the warrants, as described above under“—Allocation of Purchase Price and Characterization of a Unit”) and the exercise price of the warrants. It isunclear whether your holding period for the Class A ordinary shares would commence on the date following thedate of exercise or on the date of exercise of the warrants; in either case, the holding period would not include theperiod during which you held the warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can beno assurance which, if any, of the alternative tax consequences and holding periods described above would beadopted by the IRS or a court. Accordingly, you should consult your tax adviser as to the tax consequences of acashless exercise.

Subject to the PFIC rules described below, if we redeem warrants for cash pursuant to the redemptionprovisions described in the section of this prospectus entitled “Description of Securities—Warrants—Public

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Shareholders’ Warrants” or if we purchase warrants in an open market transaction, the redemption or purchasegenerally will be treated as a taxable disposition to you, taxed as described above under “—Gain or Loss on Sale,Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants.”

Possible Constructive Distributions

The terms of the warrants provide for an adjustment to the number of Class A ordinary shares for whichwarrants may be exercised or to the exercise price of the warrants in certain events, as discussed in the section ofthis prospectus captioned “Description of Securities—Warrants—Public Shareholders’ Warrants.” Anadjustment that has the effect of preventing dilution generally is not taxable. You would, however, be treated asreceiving a constructive distribution from us if, for example, the adjustment increases your proportionate interestin our assets or earnings and profits (e.g., through an increase in the number of Class A ordinary shares thatwould be obtained upon exercise or through a decrease to the exercise price) as a result of a taxable distributionof cash or other property to the holders of our Class A ordinary shares. A constructive distribution to you wouldbe treated as if you had received a cash distribution from us generally equal to the fair market value of theincreased interest (taxed as described above under “—Taxation of Distributions” above). For certain informationreporting purposes, we are required to determine the date and amount of any constructive distributions. ProposedTreasury regulations, which we may rely on prior to the issuance of final regulations, specify how the date andamount of constructive distributions are determined.

Passive Foreign Investment Company Rules

A non-U.S. corporation will be a PFIC for U.S. federal income tax purposes if either (i) at least 75% of itsgross income in a taxable year, including its pro rata share of the gross income of any corporation in which it isconsidered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in ataxable year (ordinarily determined based on fair market value and averaged quarterly over the year), includingits pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares byvalue, are held for the production of, or produce, passive income. Passive income generally includes, amongother things, dividends, interest, rents and royalties (other than rents or royalties derived from the active conductof a trade or business) and gains from the disposition of assets giving rise to passive income. Cash is generallytreated as a passive asset for these purposes.

Because we are a blank check company with no current active business, we believe that it is likely that wewill meet the PFIC asset or income test for our current taxable year. However, pursuant to a start-up exception, acorporation will not be a PFIC for the first taxable year in which the corporation has gross income (the “start-upyear”), if (1) no predecessor of the corporation was a PFIC; (2) it is established to the satisfaction of the IRS thatit will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation isnot in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be knownuntil after the close of our current taxable year and, perhaps, until after the end of our two taxable years followingour start-up year. After the acquisition of a company or assets in a business combination, we may still meet oneof the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets aswell as the passive income and assets of the acquired business. If the company that we acquire in a businesscombination is a PFIC, then we will not qualify for the start-up exception and will be a PFIC for our currenttaxable year. Our actual PFIC status for our current taxable year or any subsequent taxable year will not bedeterminable until after the end of such taxable year (and, in the case of the start-up exception to our currenttaxable year, perhaps until after the end of our two taxable years following our start-up year). Accordingly, therecan be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year.

The Code provides that, to the extent provided in Treasury regulations, if any person has an option toacquire shares of a PFIC, the shares will be considered as owned by that person. Under proposed Treasuryregulations that have a retroactive effective date, an option to acquire shares of a PFIC is generally treated asshares of the PFIC. The remainder of this discussion assumes that the PFIC rules will apply to our warrants if weare PFIC. You should consult your tax adviser regarding the application of the PFIC rules to our warrants.

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If we are a PFIC for any taxable year (or portion thereof) that is included in your holding period and, in thecase of our Class A ordinary shares, you did not make either a timely mark-to-market election, a qualifiedelecting fund (“QEF”) election for our first taxable year as a PFIC in which you held (or were deemed to hold)Class A ordinary shares, or in certain cases a QEF election along with a purging election, each as describedbelow, you generally will be subject to special rules with respect to (i) any gain recognized on the sale or otherdisposition of your Class A ordinary shares or warrants and (ii) any “excess distribution” made to you (generally,any distributions to you during a taxable year that are greater than 125% of the average annual distributionsreceived by you in respect of the Class A ordinary shares during the three preceding taxable years or, if shorter,your holding period for the Class A ordinary shares).

Under these rules:

• your gain or excess distribution will be allocated ratably over your holding period for the Class Aordinary shares or warrants;

• the amount allocated to the taxable year in which you recognized the gain or received the excessdistribution, or to the period in your holding period before the first day of our first taxable year inwhich we are a PFIC, will be taxed as ordinary income;

• the amount allocated to other taxable years (or portions thereof) and included in your holding periodwill be taxed at the highest tax rate in effect for that year and applicable to you (without regard to otheritems of income and loss for such year), and an additional amount equal to the interest charge generallyapplicable to underpayments of tax will be imposed with respect to the tax attributable to each suchother taxable year.

If we are a PFIC during any taxable year during which you own our Class A ordinary shares or warrants, wewill generally continue to be treated as a PFIC with respect to your Class A ordinary shares or warrants unless(a) we cease to be a PFIC, and (b) you make a purging election, in which case you will be deemed to have soldthe shares or warrants at their fair market value and any gain recognized on the deemed sale will be taxed underthe general PFIC rules described above.

In general, if we are a PFIC, you may be able to avoid the PFIC tax consequences described above withrespect to our Class A ordinary shares (but not our warrants) by making a timely and valid QEF election toinclude in income your pro rata share of our net capital gains (as long-term capital gain) and other earnings andprofits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year inwhich or with which our taxable year ends. You generally may make a separate election to defer the payment oftaxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to aninterest charge.

It is not entirely clear how various aspects of the PFIC rules apply to the warrants. However, you may notmake a QEF election with respect to your warrants. As a result, if you sell or otherwise dispose of warrants (otherthan upon exercise of warrants) and we were a PFIC at any time during your holding period for the warrants, anygain recognized generally will be treated as an excess distribution, taxed as described above. If you properlymake a QEF election with respect to the newly acquired Class A ordinary shares (or had previously made a QEFelection with respect to our Class A ordinary shares), the QEF election will apply to the newly acquired Class Aordinary shares. Notwithstanding the QEF election, the adverse tax consequences relating to PFIC shares,adjusted to take into account the current income inclusions resulting from the QEF election, will continue toapply with respect to the newly acquired Class A ordinary shares (which will be deemed to have a holding periodfor purposes of the PFIC rules that includes the period you held the warrants), unless you make a “purging”election under the PFIC rules. Under one type of purging election, you will be deemed to have sold your shares attheir fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, asdescribed above. As a result of this election, you will additional tax basis (to the extent of any sale recognized onthe deemed sale) have, solely for purposes of the PFIC rules, a new basis and holding period in the Class A

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ordinary shares acquired upon the exercise of the warrants. You should consult your tax adviser as to theapplication of the rules governing purging elections to your particular circumstances (including the availability ofa separate purging election available if we are a controlled foreign corporation).

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only withthe consent of the IRS. You generally make a QEF election by attaching a completed IRS Form 8621, includingthe information provided in a PFIC Annual Information Statement, to a timely filed U.S. federal income taxreturn for the tax year to which the election relates. You should consult your tax adviser regarding the availabilityand tax consequences of a retroactive QEF election under your particular circumstances.

In order to comply with the requirements of a QEF election, you must receive a PFIC Annual InformationStatement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide you theinformation the IRS may require in order for you to make the election, including a PFIC Annual InformationStatement, but there is no assurance that we will timely provide this information. There is also no assurance thatwe will have timely knowledge of our status as a PFIC in the future or of the information that you would need toprovide in order to make a valid election.

If you have made a QEF election with respect to our Class A ordinary shares, and the excess distributionrules discussed above do not apply to the shares (because you have made a timely QEF election for our firsttaxable year as a PFIC in which you hold (or are deemed to hold) the shares or a purge of the PFIC taint pursuantto a purging election, as described above), any gain recognized on the sale of our Class A ordinary sharesgenerally will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules.As discussed above, if we are a PFIC for any taxable year and you have made a valid QEF election, you will becurrently taxed on your pro rata share of our earnings and profits, whether or not distributed for the relevantyear. A subsequent distribution of earnings and profits that were previously included in income generally shouldnot be taxable when distributed to you. The tax basis of your shares in a QEF will be increased by amounts thatare included in income, and decreased by amounts distributed but not taxed as dividends, under the rules above.In addition, if we are not a PFIC for any taxable year, you will not be subject to the QEF inclusion regime withrespect to our Class A ordinary shares for such taxable year.

Alternatively, if we are a PFIC and our Class A ordinary shares constitute “marketable stock,” you mayavoid the adverse PFIC tax consequences discussed above if, at the close of the first taxable year in which youown (or are deemed to own) our Class A ordinary shares, you make a mark-to-market election with respect to theshares for the taxable year. You generally will include for each taxable year as ordinary income the excess, ifany, of the fair market value of your Class A ordinary shares at the end of the taxable year over your adjustedbasis in your Class A ordinary shares. These amounts of ordinary income would not be eligible for the favorabletax rates applicable to qualified dividend income or long-term capital gains. You also will be allowed to take anordinary loss in respect of the excess, if any, of your adjusted basis in your Class A ordinary shares over the fairmarket value of the shares at the end of the taxable year, but only to the extent of the net amount of previouslyincluded income as a result of the mark-to-market election. Your basis in your Class A ordinary shares will beadjusted to reflect these income and loss amounts, and any further gain recognized on a sale or other taxabledisposition of your Class A ordinary shares will be treated as ordinary income. A mark-to-market election maynot be made with respect to warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securitiesexchange that is registered with the Securities and Exchange Commission, including the Nasdaq (on which weintend to list the Class A ordinary shares), or on a non-U.S. exchange or market that the IRS determines has rulessufficient to ensure that the market price represents a legitimate and sound fair market value. In general, theClass A ordinary shares will be treated as regularly traded in any calendar year in which more than a de minimisquantity of Class A ordinary shares is traded on a qualified exchange on at least 15 days during each calendarquarter. If made, a mark-to-market election is effective for the taxable year for which the election was made andfor all subsequent taxable years unless the Class A ordinary shares cease to qualify as “marketable stock” for

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purposes of the PFIC rules or the IRS consents to the revocation of the election. You should consult your taxadviser regarding the availability and tax consequences of a mark-to-market election in respect of our Class Aordinary shares in your particular circumstances.

If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, you generally willbe deemed to own a portion of the shares of the lower-tier PFIC, and generally could incur liability for thedeferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of ourinterest in, the lower-tier PFIC or you otherwise are deemed to have disposed of an interest in the lower-tierPFIC. The mark-to-market election discussed above will not apply to any lower-tier PFIC. Accordingly, you maycontinue to be subject to tax under the rules described above with respect to excess distributions with respect toany lower-tier PFIC, notwithstanding a mark-to-market election for the Class A ordinary shares. We willendeavor to cause any lower-tier PFIC to provide the information that may be required in order for you to makeor maintain a valid QEF election with respect to the lower-tier PFIC. There can be no assurance that we will havetimely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest inany such lower-tier PFIC and thus there can be no assurance that we will be able to cause the lower-tier PFIC toprovide any information you may need in order to make a valid QEF election. You should consult your taxadviser regarding the tax issues raised by lower-tier PFICs.

If you own (or are deemed to own) shares in a PFIC during any taxable year, you generally will be requiredto file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and any other informationthat may be required by the U.S. Treasury Department.

The rules dealing with PFICs and with the QEF and mark-to-market elections are complex and are affectedby various factors in addition to those described above. Accordingly, you should consult your adviser concerningthe application of the PFIC rules to our securities under your particular circumstances.

Tax Reporting

You may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a ForeignCorporation) to report a transfer of property (including cash) to us. Furthermore, certain U.S. Holders who areindividuals and certain entities will be required to report information with respect to any investment in “specifiedforeign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certainexceptions. Specified foreign financial assets generally include any financial account maintained with a non-U.S.financial institution and should also include the Class A ordinary shares and warrants if they are not held in anaccount maintained with a U.S. financial institution. You should consult your tax adviser regarding the foreignfinancial asset and other reporting obligations and their application to an investment in our Class A ordinaryshares and warrants.

Dividend payments with respect to our Class A ordinary shares and proceeds from the sale, exchange orredemption of our Class A ordinary shares may be subject to information reporting to the IRS and possible U.S.backup withholding. Backup withholding will not apply, however, if you furnish a correct taxpayer identificationnumber and make other required certifications, or are otherwise exempt from backup withholding and establishyour exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be creditedagainst your U.S. federal income tax liability, and you generally may obtain a refund of any excess amountswithheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS andfurnishing any required information.

The U.S. federal income tax discussion set forth above is included for general information only andmay not be applicable depending upon your particular situation. You should consult your tax adviser withrespect to the tax consequences of the ownership and disposition of our Class A ordinary shares andwarrants, including the tax consequences under state, local, estate, non-U.S. and other laws and taxtreaties and the possible effects of changes in U.S. or other tax laws.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of thisprospectus, we have agreed to sell to the underwriters named below the following respective numbers of units:

Underwriters Number of Units

UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000,000

The underwriting agreement provides that the underwriters are obligated to purchase all the units in thisoffering if any are purchased, other than those units covered by the over-allotment option described below.

We have granted to the underwriters a 45-day option to purchase on a pro rata basis up to 3,000,000additional units at the initial public offering price, less the underwriting discounts and commissions. The optionmay be exercised only to cover any over-allotments of units.

The underwriters propose to offer the units initially at the public offering price on the cover page of thisprospectus and to selling group members at that price less a selling concession of $ per unit.

The following table shows the underwriting discounts and commissions that we are to pay to theunderwriters in connection with this offering. These amounts are shown assuming both no exercise and fullexercise of the underwriters’ over-allotment option. $0.35 per unit, or $7,000,000 (or $8,050,000 if the over-allotment option is exercised in full), of deferred underwriting commissions will be paid to the underwriters uponthe completion of our initial business combination.

Target Global Acquisition ICorp.

No Exercise Full Exercise

Per Unit(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.55 $ 0.55Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,000,000 $12,650,000

(1) Includes $0.35 per unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters’over-allotment option is exercised in full), payable to the underwriters for deferred underwritingcommissions to be placed in a trust account located in the United States as described herein and released tothe underwriters only upon the consummation of an initial business combination.

We estimate that our out-of-pocket expenses for this offering will be approximately $1,000,000. We haveagreed to pay for the FINRA-related fees and expenses of the underwriters’ legal counsel, not to exceed $ .

The underwriters have informed us that the underwriters do not intend to make sales to discretionaryaccounts.

We, our sponsor and our officers and directors have agreed that we will not offer, sell, contract to sell,pledge or otherwise dispose of, directly or indirectly, without the prior written consent of UBS Securities LLCfor a period of 180 days after the date of this prospectus, any units, warrants, ordinary shares or any othersecurities convertible into, or exercisable, or exchangeable for, ordinary shares; provided, however, that we may(1) issue and sell the private placement warrants; (2) issue and sell the additional units to cover our underwriters’over-allotment option (if any); (3) register with the SEC pursuant to an agreement to be entered into concurrentlywith the issuance and sale of the securities in this offering, the resale of the founder shares, the private placementwarrants and Class A ordinary shares issuable upon exercise of the warrants; and (4) issue securities inconnection with our initial business combination. However, the foregoing shall not apply to the forfeiture of anyfounder shares pursuant to their terms or any transfer of founder shares to any current or future independent

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director of the Company (as long as such current or future independent director is subject to the terms of theletter agreement, filed herewith, at the time of such transfer; and as long as, to the extent any Section 16 reportingobligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation asto the nature of the transfer). UBS Securities LLC in its sole discretion may release any of the securities subjectto these lock-up agreements at any time without notice.

Our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of theirfounder shares until the earliest of (A) one year after the completion of our initial business combination and(B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equalsor exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, shareexchange or other similar transaction that results in all of our public shareholders having the right to exchangetheir ordinary shares for cash, securities or other property (except pursuant to limited exceptions as describedunder “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”). Any permittedtransferees would be subject to the same restrictions and other agreements of our sponsor and our directors andexecutive officers with respect to any founder shares.

The private placement warrants (including the Class A ordinary shares issuable upon exercise of the privateplacement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initialbusiness combination (except with respect to permitted transferees as described herein under the section of thisprospectus entitled “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”). Wehave agreed to indemnify the underwriters against certain liabilities under the Securities Act, or contribute topayments that the underwriters may be required to make in that respect.

We intend to apply to have our units listed on the Nasdaq under the symbol “TGAAU” Once the securitiescomprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will belisted on the Nasdaq under the symbols “TGAA” and “TGAAW,” respectively.

Prior to this offering, there has been no public market for our securities. Consequently, the initial publicoffering price for the units was determined by negotiations between us and the underwriters.

The determination of our per unit offering price was more arbitrary than would typically be the case if wewere an operating company. Among the factors considered in determining the initial public offering price werethe history and prospects of companies whose principal business is the acquisition of other companies, priorofferings of those companies, our management, our capital structure, and currently prevailing general conditionsin equity securities markets, including current market valuations of publicly traded companies consideredcomparable to our company. We cannot assure you, however, that the price at which the units, Class A ordinaryshares or warrants will sell in the public market after this offering will not be lower than the initial publicoffering price or that an active trading market in our units, Class A ordinary shares or warrants will develop andcontinue after this offering.

The underwriters have agreed to waive their rights to their deferred underwriting commission held in thetrust account in the event we do not consummate an initial business combination within 18 months from theclosing of this offering (or up to 24 months from the closing of this offering if we extend the period of time toconsummate a business combination) and, in such event, such amounts will be included with the funds held inthe trust account that will be available to fund the redemption of our public shares.

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotmenttransactions, syndicate covering transactions and penalty bids in accordance with Regulation M under theExchange Act.

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bidsdo not exceed a specified maximum.

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• Over-allotment involves sales by the underwriters of units in excess of the number of units theunderwriters are obligated to purchase, which creates a syndicate short position. The short position maybe either a covered short position or a naked short position. In a covered short position, the number ofunits over-allotted by the underwriters is not greater than the number of units that they may purchase inthe over-allotment option. In a naked short position, the number of units involved is greater than thenumber of units in the over-allotment option. The underwriters may close out any covered shortposition by either exercising their over-allotment option and/or purchasing units in the open market.

• Syndicate covering transactions involve purchases of the units in the open market after the distributionhas been completed in order to cover syndicate short positions. In determining the source of units toclose out the short position, the underwriters will consider, among other things, the price of unitsavailable for purchase in the open market as compared to the price at which they may purchase unitsthrough the over-allotment option. If the underwriters sell more units than could be covered by theover-allotment option, a naked short position, the position can only be closed out by buying units in theopen market. A naked short position is more likely to be created if the underwriters are concerned thatthere could be downward pressure on the price of the units in the open market after pricing that couldadversely affect investors who purchase in this offering.

• Penalty bids permit the representative to reclaim a selling concession from a syndicate member whenthe units originally sold by the syndicate member are purchased in a stabilizing or syndicate coveringtransaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect ofraising or maintaining the market price of our units or preventing or retarding a decline in the market price of theunits. As a result, the price of our units may be higher than the price that might otherwise exist in the openmarket. These transactions may be effected on the Nasdaq or otherwise and, if commenced, may be discontinuedat any time.

We are not under any contractual obligation to engage any of the underwriters to provide any services for usafter this offering, but we may do so at our discretion. However, any of the underwriters may introduce us topotential target businesses, provide financial advisory services to us in connection with a business combination orassist us in raising additional capital in the future, including by acting as a placement agent in a private offeringor underwriting or arranging debt financing. If any of the underwriters provide services to us after this offering,we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm’s lengthnegotiation; provided that no agreement will be entered into with any of the underwriters and no fees for suchservices will be paid to any of the underwriters prior to the date that is 60 days from the date of this prospectus,unless such payment would not be deemed underwriters’ compensation in connection with this offering. We maypay the underwriters of this offering or any entity with which they are affiliated, a finder’s fee or othercompensation for services rendered to us in connection with the completion of a business combination. Any feeswe may pay the underwriters or their affiliates for services rendered to us after this offering may be contingent onthe completion of a business combination and may include non-cash compensation. The underwriters or theiraffiliates that provide these services to us may have a potential conflict of interest given that the underwriters areentitled to the deferred portion of their underwriting compensation for this offering only if an initial businesscombination is completed within the specified timeframe.

The underwriters and their affiliates have engaged in, and may in the future engage in, investment bankingand other commercial dealings in the ordinary course of business with us or our affiliates. They have received, ormay in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may makeor hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)and financial instruments (including bank loans) for their own account and for the accounts of their customers.Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The

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underwriters and their affiliates may also make investment recommendations and/or publish or expressindependent research views in respect of such securities or financial instruments and may hold, or recommend toclients that they acquire, long and/or short positions in such securities and instruments.

A prospectus in electronic format may be made available on the websites maintained by the underwriters, orselling group members, if any, participating in this offering and the underwriters participating in this offeringmay distribute prospectuses electronically. The underwriters may allocate a number of units for sale to its onlinebrokerage account holders. Internet distributions will be allocated by the underwriters that will make internetdistributions on the same basis as other allocations.

The units are offered for sale in the United States and other jurisdictions where it is lawful to make suchoffers.

The underwriters have represented and agreed that they have not offered, sold or delivered and will notoffer, sell or deliver any of the units directly or indirectly, or distribute this prospectus or any other offeringmaterial relating to the units, in or from any jurisdiction except under circumstances that will result incompliance with the applicable laws and regulations thereof and that will not impose any obligations on usexcept as set forth in the underwriting agreement.

European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant State”) none of ourordinary shares have been offered or will be offered pursuant to this offering to the public in that Relevant Stateprior to the publication of a prospectus in relation to our ordinary shares which has been approved by thecompetent authority in that Relevant State or, where appropriate, approved in another Relevant State and notifiedto the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except thatour ordinary shares may be offered to the public in that Relevant State at any time:

(a) to any legal entity which is a qualified investor under Article 2 of the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 ofthe Prospectus Regulation), subject to obtaining the prior consent of the Representative for any suchoffer; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of our ordinary shares shall require Target Global Acquisition I Corp. or anyunderwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement aprospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to our ordinary sharesin any Relevant State means the communication in any form and by any means of sufficient information on theterms of the offer and our ordinary shares to be offered so as to enable an investor to decide to purchase orsubscribe for any of our ordinary shares and the expression “Prospectus Regulation” means Regulation (EU)2017/1129.

This European Economic Area selling restriction is in addition to any other selling restrictions set outbelow.

Notice to Investors in the United Kingdom

None of our ordinary shares have been offered or will be offered pursuant to this offering to the public in theUnited Kingdom prior to the publication of a prospectus in relation to our ordinary shares which either (i) hasbeen approved by the Financial Conduct Authority or (ii) is to be treated as if it had been approved by the

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Financial Conduct Authority in accordance with the transitional provisions in Article 74 (transitional provisions)of the Prospectus (Amendment etc.) (EU Exit) Regulations 2019/1234, except that our ordinary shares may beoffered to the public in the United Kingdom at any time:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the UK ProspectusRegulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 ofthe UK Prospectus Regulation), subject to obtaining the prior consent of the Representative for anysuch offer; or

(c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000(as amended, the “FSMA”),

provided that no such offer of our ordinary shares shall require Target Global Acquisition I Corp. or anyunderwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectuspursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the Shares in theUnited Kingdom means the communication in any form and by any means of sufficient information on the termsof the offer and any of our ordinary shares to be offered so as to enable an investor to decide to purchase orsubscribe for any of our ordinary shares and the expression “UK Prospectus Regulation” means Regulation (EU)2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Each underwriter severally represents, warrants and agrees that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning ofsection 21 of FSMA) in connection with the issue or sale of the units in circumstances in which section21 of FSMA does not apply to Target Global Acquisition I Corp.; and

(b) it has complied with, and will comply with all applicable provisions of FSMA with respect to anythingdone by it in relation to the units in, from or otherwise involving the United Kingdom.

Notice to Residents of Japan

The underwriters will not offer or sell any of our units directly or indirectly in Japan or to, or for the benefitof any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japaneseperson, except in each case pursuant to an exemption from the registration requirements of, and otherwise incompliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations ofJapan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including anycorporation or other entity organized under the laws of Japan.

Notice to Residents of Hong Kong

The underwriters and each of their affiliates have not (1) offered or sold, and will not offer or sell, in HongKong, by means of any document, our units other than (A) to “professional investors” as defined in the Securitiesand Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance or (B) in othercircumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance(Cap. 32 of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance or(2) issued or had in its possession for the purposes of issue, and will not issue or have in its possession for thepurposes of issue, whether in Hong Kong or elsewhere any advertisement, invitation or document relating to ourunits which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong(except if permitted to do so under the securities laws of Hong Kong) other than with respect to our securitieswhich are or are intended to be disposed of only to persons outside Hong Kong or only to “professional

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investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. Thecontents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised toexercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, youshould obtain independent professional advice.

Notice to Residents of Singapore

This prospectus or any other offering material relating to our units has not been and will not be registered asa prospectus with the Monetary Authority of Singapore, and the units will be offered in Singapore pursuant toexemptions under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (the“Securities and Futures Act”). Accordingly our units may not be offered or sold, or be the subject of an invitationfor subscription or purchase, nor may this prospectus or any other offering material relating to our units becirculated or distributed, whether directly or indirectly, to the public or any member of the public in Singaporeother than (a) to an institutional investor or other person specified in Section 274 of the Securities and FuturesAct, (b) to a sophisticated investor, and in accordance with the conditions specified in Section 275 of theSecurities and Futures Act or (c) otherwise pursuant to, and in accordance with the conditions of, any otherapplicable provision of the Securities and Futures Act.

Notice to Residents of Germany

Each person who is in possession of this prospectus is aware that no German sales prospectus(Verkaufsprospekt) within the meaning of the Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz, the “Act”) of the Federal Republic of Germany has been or will be published withrespect to our units. In particular, the underwriters have represented that they have not engaged and have agreedthat they will not engage in a public offering (offentliches Angebot) within the meaning of the Act with respectto any of our units otherwise then in accordance with the Act and all other applicable legal and regulatoryrequirements.

Notice to Residents of France

The units are being issued and sold outside the Republic of France and that, in connection with their initialdistribution, it has not offered or sold and will not offer or sell, directly or indirectly, any units to the public in theRepublic of France, and that it has not distributed and will not distribute or cause to be distributed to the public inthe Republic of France this prospectus or any other offering material relating to the units, and that such offers,sales and distributions have been and will be made in the Republic of France only to qualified investors(investisseurs qualifiés) in accordance with Article L.411-2 of the Monetary and Financial Code and decrét no.98-880 dated October 1, 1998.

Notice to Residents of the Netherlands

Our units may not be offered, sold, transferred or delivered in or from the Netherlands as part of their initialdistribution or at any time thereafter, directly or indirectly, other than to, individuals or legal entities situated inThe Netherlands who or which trade or invest in securities in the conduct of a business or profession (whichincludes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds,collective investment institution, central governments, large international and supranational organizations, otherinstitutional investors and other parties, including treasury departments of commercial enterprises, which as anancillary activity regularly invest in securities; hereinafter, “Professional Investors”); provided that in the offer,prospectus and in any other documents or advertisements in which a forthcoming offering of our units is publiclyannounced (whether electronically or otherwise) in The Netherlands it is stated that such offer is and will beexclusively made to such Professional Investors. Individual or legal entities who are not Professional Investorsmay not participate in the offering of our units, and this prospectus or any other offering material relating to ourunits may not be considered an offer or the prospect of an offer to sell or exchange our units.

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Notice to Prospective Investors in the Cayman Islands

No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands tosubscribe for our securities.

Notice to Canadian Residents

Resale Restrictions

The distribution of units in Canada is being made only in the provinces of Ontario, Quebec, Alberta andBritish Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectuswith the securities regulatory authorities in each province where trades of these securities are made. Any resale ofthe units in Canada must be made under applicable securities laws which may vary depending on the relevantjurisdiction, and which may require resales to be made under available statutory exemptions or under adiscretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers areadvised to seek legal advice prior to any resale of the securities.

Representations of Canadian Purchasers

By purchasing units in Canada and accepting delivery of a purchase confirmation, a purchaser isrepresenting to us and the dealer from whom the purchase confirmation is received that:

• the purchaser is entitled under applicable provincial securities laws to purchase the units without thebenefit of a prospectus qualified under those securities laws as it is an “accredited investor” as definedunder National Instrument 45-106—Prospectus Exemptions;

• the purchaser is a “permitted client” as defined in National Instrument 31-103—RegistrationRequirements, Exemptions and Ongoing Registrant Obligations;

• where required by law, the purchaser is purchasing as principal and not as agent; and

• the purchaser has reviewed the text above under Resale Restrictions.

Conflicts of Interest

Canadian purchasers are hereby notified that UBS Securities LLC is relying on the exemption set out insection 3A.3 or 3A.4, if applicable, of National Instrument 33-105—Underwriting Conflicts from having toprovide certain conflict of interest disclosure in this document.

Statutory Rights of Action

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies forrescission or damages if the prospectus (including any amendment thereto) such as this document contains amisrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within thetime limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser of thesesecurities in Canada should refer to any applicable provisions of the securities legislation of the purchaser’sprovince or territory for particulars of these rights or consult with a legal advisor.

Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein may be located outside of Canada and,as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us orthose persons. All or a substantial portion of our assets and the assets of those persons may be located outside ofCanada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or toenforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

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Taxation and Eligibility for Investment

Canadian purchasers of units should consult their own legal and tax advisors with respect to the taxconsequences of an investment in the units in their particular circumstances and about the eligibility of the unitsfor investment by the purchaser under relevant Canadian legislation.

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LEGAL MATTERS

Davis Polk & Wardwell London LLP will pass upon the validity of the securities offered in this prospectuswith respect to units and warrants. Maples and Calder will pass upon the validity of the securities offered in thisprospectus with respect to the ordinary shares and matters of Cayman Islands law. Skadden, Arps, Slate,Meagher & Flom LLP advised the underwriter in connection with the offering of the securities.

EXPERTS

The financial statements of Target Global Acquisition I Corp. as of February 8, 2021 and for the periodfrom February 2, 2021 (inception) through February 8, 2021 appearing in this prospectus have been audited byMarcum LLP, independent registered public accounting firm, as set forth in their report thereon (which containsan explanatory paragraph relating to substantial doubt about the ability of Target Global Acquisition I Corp. tocontinue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in thisprospectus, and are included in reliance upon such report given on the authority of such firm as experts inaccounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect tothe securities we are offering by this prospectus. This prospectus does not contain all of the information includedin the registration statement. For further information about us and our securities, you should refer to theregistration statement and the exhibits and schedules filed with the registration statement. Whenever we makereference in this prospectus to any of our contracts, agreements or other documents, the references are materiallycomplete but may not include a description of all aspects of such contracts, agreements or other documents, andyou should refer to the exhibits attached to the registration statement for copies of the actual contract, agreementor other document.

Upon completion of this offering, we will be subject to the information requirements of the Exchange Actand will file annual, quarterly and current event reports, proxy statements and other information with the SEC.You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website atwww.sec.gov.

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INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements for Target Global Acquisition I Corp.

Page

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2Balance Sheets as of March 31, 2021 and February 8, 2021 (audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3Statements of Operations for the period from February 2, 2021 (inception) to March 31, 2021 and

February 2, 2021 (inception) to February 8, 2021 (audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4Statements of Changes in Shareholder Equity for the period from February 2, 2021 (inception) to

March 31, 2021 and February 2, 2021 (inception) to February 8, 2021 (audited) . . . . . . . . . . . . . . . . . . . . F-5Statements of Cash Flows for the period from February 2, 2021 (inception) to March 31, 2021 and

February 2, 2021 (inception) to February 8, 2021 (audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

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Report of Independent Registered Public Accounting Firm

To the Shareholder and Board of Directors ofTarget Global Acquisition I Corp

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Target Global Acquisition I Corp (the “Company”) as ofFebruary 8, 2021, the related statements of operations, shareholder’s equity and cash flows for the period fromFebruary 2, 2021 (inception) through February 8, 2021, and the related notes (collectively referred to as the“financial statements”). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of the Company as of February 8, 2021, and the results of its operations and its cash flows forthe period from February 2, 2021 (inception) through February 8, 2021, in conformity with accounting principlesgenerally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a goingconcern. As more fully described in Note 1 to the financial statements, the Company’s business plan is dependentupon its completion of the proposed initial public offering described in Note 3 to the financial statements. TheCompany has a working capital deficiency as of February 8, 2021, and lacks the financial resources it needs tosustain operations for a reasonable period of time, which is considered to be one year from the issuance date ofthe financial statements. These conditions raise substantial doubt about the Company’s ability to continue as agoing concern. Management’s plans in regard to these matters are also described in Notes 1 and 3. The financialstatements 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 expressan opinion on the Company’s financial statements based on our audit. We are a public accounting firm registeredwith the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicablerules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,an audit of its internal control over financial reporting. As part of our audit we are required to obtain anunderstanding of internal control over financial reporting but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements,whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedexamining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditalso included evaluating the accounting principles used and significant estimates made by management, as wellas evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonablebasis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021

West Palm Beach, FloridaMarch 1, 2021, except for the second paragraph of Note 8 as to which the date is June 30, 2021

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TARGET GLOBAL ACQUISITION I CORP.BALANCE SHEETS

March 31, 2021 February 8, 2021

(unaudited) (audited)

AssetsDeferred offering costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $896,918 $230,499

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $896,918 $230,499

Liabilities and Shareholder’s EquityCurrent liabilities:

Accrued offering costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $880,581 $214,162

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880,581 214,162

Commitments and Contingencies (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Shareholder’s Equity:Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued

and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized;

none issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized;

5,750,000 shares issued and outstanding (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 719 719Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,281 24,281Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,663) (8,663)

Total shareholder’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,337 16,337

Total Liabilities and Shareholder’s Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . $896,918 $230,499

(1) This number includes up to 750,000 shares subject to forfeiture if the over-allotment option is not exercisedin full or in part by the underwriters (see Note 5). On [x], 2021, 1,437,500 Class B ordinary shares werecancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstandingfrom 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect thecancellation.

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

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TARGET GLOBAL ACQUISITION I CORP.STATEMENTS OF OPERATIONS

February 2,2021

throughMarch 31,

2021

February 2,2021

throughFebruary 8,

2021


Formation cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,663 $ 8,663

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (8,663) $ (8,663)

Basic and diluted weighted average Class B shares outstanding (1) . . . . . . . . . . . . . . . . 6,250,000 6,250,000

Basic and diluted net loss per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.00) $ (0.00)

(1) This number excludes an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment optionis not exercised in full or in part by the underwriters (see Note 5). On [x], 2021, 1,437,500 Class B ordinaryshares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary sharesoutstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated toreflect the cancellation.


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TARGET GLOBAL ACQUISITION I CORP.STATEMENTS OF CHANGES IN SHAREHOLDER EQUITY

Class BOrdinary Shares Additional

Paid-inCapital

AccumulatedDeficit

TotalShareholder’s

EquityShares (1) Amount

Balance as of February 2, 2021 (inception) . . . . . — $— $ — $ — $ —Class B ordinary shares issued to an affiliate of

Sponsor (and subsequently transferred toSponsor) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,750,000 719 24,281 — 25,000

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (8,663) (8,663)

Balance as of February 8, 2021 (audited) . . . . . . 5,750,000 $719 $24,281 $(8,663) $16,337

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — —

Balance as of March 31, 2021 . . . . . . . . . . . . . . . . 7,187,500 $719 $24,281 $(8,663) $16,337

(1) This number includes up to 750,000 shares subject to forfeiture if the over-allotment option is not exercisedin full or in part by the underwriters (see Note 5). On [x], 2021, 1,437,500 Class B ordinary shares werecancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstandingfrom 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect thecancellation.


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TARGET GLOBAL ACQUISITION I CORP.STATEMENTS OF CASH FLOWS

For the Period fromFebruary 2, 2021

(inception) throughMarch 31, 2021

For the Period fromFebruary 2, 2021

(inception) throughFebruary 8, 2021


Cash Flows from Operating Activities:Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (8,663) $ (8,663)Formation costs paid by related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,663 8,663

Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . — —

Net change in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Cash, beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Cash, end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ —

Supplemental disclosure of cash flow information:Deferred offering costs paid by Sponsor in exchange for

issuance of Class B ordinary shares . . . . . . . . . . . . . . . . . . . . . 25,000 16,377

Deferred offering costs included in accrued offering costs andexpenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880,581 214,162


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TARGET GLOBAL ACQUISITION I CORP.NOTES TO FINANCIAL STATEMENTS

Note 1—Organization and Business Operation

Target Global Acquisition I Corp (the “Company”) was a newly incorporated blank check company incorporatedas a Cayman Islands exempted company on February 2, 2021. The Company was incorporated for the purpose ofeffecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses (the “Business Combination”). The Company has not selected anyspecific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in anysubstantive discussions, directly or indirectly, with any Business Combination target with respect to an initialBusiness Combination with it.

As of March 31, 2021, the Company had not commenced any operations. All activity for the period fromFebruary 2, 2021 (inception) through March 31, 2021 relates to the Company’s formation and the proposedinitial public offering described below. The Company will not generate any operating revenues until after thecompletion of its initial Business Combination, at the earliest. The Company will generate non-operating incomein the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed PublicOffering (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Target Global Sponsor Ltd., a Cayman Islands company limited by shares (the“Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financialresources through a proposed public offering of 20,000,000 units at $10.00 per unit (the “Units”) (or 23,000,000units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “ProposedPublic Offering”), and the sale of 6,666,667 warrants (or 7,466,667 warrants if the underwriters’ over-allotmentoption is exercised in full) (the “Private Placement Warrants”), each exercisable to purchase one Class Aordinary share at $11.50 per share, at a price of $1.50 per Private Placement Warrant in a private placement tothe Sponsor that will close simultaneously with the Proposed Public Offering. The Company’s management hasbroad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering andthe sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be appliedgenerally toward consummating a Business Combination.

The Company must complete one or more initial Business Combinations having an aggregate fair market valueof at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferredunderwriting commissions and taxes payable on the interest earned on the Trust Account). However, theCompany will only complete a Business Combination if the post-transaction company owns or acquires 50% ormore of the outstanding voting securities of the target or otherwise acquires a controlling interest in the targetsufficient for it not to be required to register as an investment company under the Investment Company Act 1940,as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete aBusiness Combination successfully.

Upon the closing of the Proposed Public Offering, management has agreed that an amount equal to at least$10.00 per Unit sold in the Proposed Public Offering, including the proceeds of the Private Placement Warrants,will be deposited into a segregated trust account (“Trust Account”), located in the United States with ContinentalStock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government securities,within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 daysor less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the InvestmentCompany Act which invest only in direct U.S. government treasury obligations. Except with respect to interestearned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, theproceeds from the Proposed Public Offering and the sale of the Private Placement Warrants will not be releasedfrom the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) theredemption of the Company’s public shares if the Company is unable to complete the initial Business

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Combination within 24 months from the closing of the Proposed Public Offering, subject to applicable law, or(iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote toamend the Company’s amended and restated memorandum and articles of association to (A) modify thesubstance or timing of the Company’s obligation to allow redemption in connection with the initial BusinessCombination or to redeem 100% of its public shares if the Company has not consummated an initial BusinessCombination within 18 months from the closing of the Proposed Public Offering (or up to 24 months from theclosing of this offering if we extend the period of time to consummate a business combination) or (B) withrespect to any other material provisions relating to shareholders’ rights or pre-initial Business Combinationactivity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’screditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value$0.0001, sold in the Proposed Public Offering (the “Public Shares”), with the opportunity to redeem all or aportion of their Public Shares upon the completion of the initial Business Combination either (i) in connectionwith a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote bymeans of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposedBusiness Combination or conduct a tender offer will be made by the Company, solely in its discretion. ThePublic Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit inthe Trust Account (initially anticipated to be $10.20 per share, plus any pro rata interest earned on the funds heldin the Trust Account and not previously released to the Company to pay its taxes).

The Public Shares subject to redemption will be recorded at a redemption value and classified as temporaryequity upon the completion of the Proposed Public Offering, in accordance with Accounting StandardsCodification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company willproceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon suchconsummation of a Business Combination and, if the Company seeks shareholder approval, a majority of theissued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have 18 months from the closing of the Proposed Public Offering (or up to 24 months fromthe closing of this offering if we extend the period of time to consummate a business combination) to completethe initial Business Combination (the “Combination Period”). However, if the Company is unable to completethe initial Business Combination within the Combination Period, the Company will (i) cease all operations exceptfor the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business daysthereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then ondeposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payableand up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding PublicShares, which redemption will completely extinguish public shareholders’ rights as shareholders (including theright to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible followingsuch redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board ofdirectors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations underCayman Islands law to provide for claims of creditors and in all cases subject to the other requirements ofapplicable law.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their FounderShares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive theirredemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote toapprove an amendment to the Company’s amended and restated memorandum and articles of association (A) tomodify the substance or timing of the Company’s obligation to allow redemption in connection with the initialBusiness Combination or to redeem 100% of its public shares if the Company has not consummated an initialbusiness combination within 24 months from the closing of the Proposed Public Offering or (B) with respect toany other material provisions relating to shareholders’ rights or pre-initial business combination activity,

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(iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares ifthe Company fails to complete the initial Business Combination within 24 months from the closing of theProposed Public Offering, although they will be entitled to liquidating distributions from the Trust Account withrespect to any public shares they hold if the Company fail to complete the initial Business Combination withinthe prescribed time frame, and (iv) vote any Founder Shares held by them and any Public Shares purchasedduring or after the Proposed Public Offering (including in open market and privately-negotiated transactions) infavor of the initial Business Combination.

The Company will have until 18 months from the closing of the Proposed Public Offering to complete a BusinessCombination. However, if the Company anticipates that it may not be able to consummate a BusinessCombination within 18 months, the Company may extend the period of time to consummate a BusinessCombination by up to two additional three-month periods (for a total of 24 months to complete a BusinessCombination (the “Combination Period”). In order to extend the time available for the Company to consummatea Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account, for eachadditional three-month period, $2,000,000, or $2,300,000 if the underwriters’ over-allotment option is exercisedin full ($0.10 per Public Share in either case), on or prior to the date of the applicable deadline.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party forservices rendered or products sold to the Company, or a prospective target business with which the Company hasentered into a written letter of intent, confidentiality or other similar agreement or Business Combinationagreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and(ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the TrustAccount, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable,provided that such liability will not apply to any claims by a third party or prospective target business whoexecuted a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver isenforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the ProposedPublic Offering against certain liabilities, including liabilities under the Securities Act. However, the Companyhas not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independentlyverified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believesthat the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that theSponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnifythe Company for claims by third parties including, without limitation, claims by vendors and prospective targetbusinesses.

Going Concern Consideration

As of March 31, 2021 and February 8, 2021, the Company had no cash and a working capital deficit of $880,581and $214,162, respectively (excluding deferred offering costs). The Company has incurred and expects tocontinue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raisesubstantial doubt about the Company’s ability to continue as a going concern. Management plans to address thisuncertainty through a Proposed Public Offering as discussed in Note 3 and issuance of an unsecured promissorynote with principal up to $500,000 to the Sponsor as discussed in Note 5. There is no assurance that theCompany’s plans to raise capital or to consummate a Business Combination will be successful within theCombination Period. The financial statements do not include any adjustments that might result from the outcomeof this uncertainty.

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Note 2—Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generallyaccepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, asamended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBSAct”), and it may take advantage of certain exemptions from various reporting requirements that are applicable toother public companies that are not emerging growth companies including, but not limited to, not being requiredto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosureobligations regarding executive compensation in its periodic reports and proxy statements, and exemptions fromthe requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval ofany golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to complywith new or revised financial accounting standards until private companies (that is, those that have not had aSecurities Act registration statement declared effective or do not have a class of securities registered under theExchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Actprovides that a company can elect to opt out of the extended transition period and comply with the requirementsthat apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company haselected not to opt out of such extended transition period which means that when a standard is issued or revisedand it has different application dates for public or private companies, the Company, as an emerging growthcompany, 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 neitheran emerging growth company nor an emerging growth company which has opted out of using the extendedtransition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less whenpurchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 orFebruary 8, 2021.

Deferred Offering Costs

Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balancesheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’ equityupon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to beunsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

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Net Loss Per Share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary sharesoutstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted averageshares were reduced for the effect of an aggregate of 750,000 ordinary shares that are subject to forfeiture if theover-allotment option is not exercised by the underwriters (see Note 5). At March 31, 2021, the Company did nothave any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinaryshares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic lossper share for the period presented.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in thebalance sheet, primarily due to their short-term nature.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under Financial AccountingStandards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for theestimated future tax consequences attributable to differences between the financial statements carrying amountsof existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measuredusing enacted tax rates expected to apply to taxable income in the years in which those temporary differences areexpected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates isrecognized in income in the period that included the enactment date. Valuation allowances are established, whennecessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statementrecognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits tobe recognized, a tax position must be more likely than not to be sustained upon examination by taxingauthorities. The Company’s management determined that the Cayman Islands is the Company’s major taxjurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits asincome tax expense. As of March 31, 2021 and February 8, 2021, there were no unrecognized tax benefits and noamounts accrued for interest and penalties. The Company is currently not aware of any issues under review thatcould result in significant payments, accruals or material deviation from its position. The Company’smanagement does not expect that the total amount of unrecognized tax benefits will materially change over thenext twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxablejurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islandsor the United States. As such, the Company’s tax provision was zero for the period presented.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt withConversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s OwnEquity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion featuresfrom convertible instruments and simplifies the derivative scope exception guidance pertaining to equityclassification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for

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convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-convertedmethod for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a fullor modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company iscurrently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results ofoperations or cash flows.

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

Note 3—Proposed Public Offering

Pursuant to the Proposed Public Offering, the Company intends to offer for sale 20,000,000 Units, (or 23,000,000Units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per Unit. Each Unitconsists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles theholder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrantswill become exercisable 30 days after the completion of the initial Business Combination and will expire fiveyears after the completion of the initial Business Combination or earlier upon redemption or liquidation.

Note 4—Private Placement

The Company’s sponsor has agreed to purchase an aggregate of 6,666,667 Private Placement Warrants (or7,466,667 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full) at a price of$1.50 per Private Placement Warrants, for an aggregate purchase price of $10,000,000, or $11,200,000 if theunderwriters’ over-allotment option is exercised in full, in a private placement that will close simultaneously withthe closing of the Proposed Public Offering. The Private Placement Warrants will be identical to the warrantssold in the Proposed Public Offering except that the Private Placement Warrants, so long as they are held by theSponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including theClass A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, betransferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial BusinessCombination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registrationrights.

The Private Placement Warrants will be exercisable on a cashless basis so long as they are held by the Sponsor orits permitted transferees. If the private placement warrants are held by holders other than the Sponsor or itspermitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by theholders on the same basis as the warrants included in the units being sold in the Proposed Public Offering. If theCompany does not complete the initial Business Combination within 24 months from the closing of the ProposedPublic Offering, the Private Placement Warrants will expire worthless.

Note 5—Related Party Transactions

Founder Shares

On February 8, 2021, an affiliate of the Sponsor paid $25,000, or approximately $0.003 per share, to covercertain offering and formation costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001(the “Founder Shares”), which Founder Shares were subsequently transferred to the Sponsor for consideration of$25,000. On [x], 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decreasein the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Up to

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750,000 Founder Shares are subject to forfeiture by the Sponsor depending on the extent to which theunderwriters’ over-allotment option is exercised. Prior to the consummation of the Proposed Public Offering, theSponsor intends to transfer 25,000 Founder Shares to each of the independent directors and 100,000 FounderShares to each of the Company’s CEO Shmuel Chafets and the Company’s Chairman Dr. Gerhard Cromme.

The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class Aordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion ofthe initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, shareexchange or other similar transaction after the initial Business Combination that results in all of the Company’sshareholders 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 (the “lock-up”). Notwithstanding theforegoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted forshare sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading dayswithin any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) ifthe Company consummates a transaction after the initial Business Combination which results in the Company’sshareholders having the right to exchange their shares for cash, securities or other property, the Founder Shareswill be released from the lock-up.

Promissory Note—Related Party

On February 19, 2021, the Sponsor agreed, under a promissory note, to loan the Company up to $500,000 to beused for a portion of the expenses of the Proposed Public Offering. Any loans under the promissory note arenon-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of the ProposedPublic Offering. Any loans under the promissory note will be repaid upon the closing of the Proposed PublicOffering out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses.As of March 31, 2021 and February 8, 2021, the Company had no borrowings under the promissory note.

Related Party Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, theSponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are notobligated to, loan the Company funds as may be required (“Working Capital Loans”) on a non-interest basis. Ifthe Company completes the initial Business Combination, the Company would repay the Working Capital Loans.

In the event that the initial Business Combination does not close, the Company may use a portion of the workingcapital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the TrustAccount would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loansmay be convertible into Private Placement Warrants of the post business combination entity at a price of $1.50per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Asof March 31, 2021 and February 8, 2021, the Company had no borrowings under the Working Capital Loans.

Related Party Extension Loans

The Company may extend the period of time to consummate a Business Combination by up to two additionalthree-month periods (for a total of 24 months to complete a Business Combination). In order to extend the timeavailable for the Company to consummate a Business Combination, the Sponsor or its affiliates or designeesmust deposit into the trust account, for each additional three-month period, $2,000,000, or $2,300,000 if theunderwriters’ overallotment option is exercised in full ($0.10 per Public Share in either case), on or prior to thedate of the applicable deadline. Any such payments would be made in the form of a non-interest bearing,

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unsecured promissory note. Such notes would either be paid upon consummation of a Business Combination, or,at the relevant insider’s discretion, converted upon consummation of a Business Combination into additionalPrivate Placement Warrants at a price of $1.00 per Private Warrant. The Sponsor and its affiliates or designeesare not obligated to fund the trust account to extend the time for the Company to complete a BusinessCombination.

Administrative Service Fee

Commencing on the date of the Proposed Public Offering, the Company will pay the Sponsor $10,000 per monthfor office space, utilities, secretarial and administrative support services provided to members of the Company’smanagement team. Upon completion of the initial Business Combination or the Company’s liquidation, theCompany will cease paying these monthly fees.

Note 6—Commitments & Contingencies

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concludedthat while it is reasonably possible that the virus could have a negative effect on the Company’s financialposition, results of its operations and/or search for a target company, the specific impact is not readilydeterminable as of the date of these financial statements. The financial statements do not include any adjustmentsthat might result from the outcome of this uncertainty.

Registration Rights

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of theProposed Public Offering, (ii) Private Placement Warrants which will be issued in a private placementsimultaneously with the closing of the Proposed Public Offering and the Class A ordinary shares underlying suchPrivate Placement Warrants and (iii) Private Placement Warrants and warrants that may be issued uponconversion of working capital loans will have registration rights to require the Company to register a sale of anyof its securities held by them and any other securities of the Company acquired by them prior to theconsummation of the initial Business Combination pursuant to a registration rights agreement to be signed priorto or on the effective date of the Proposed Public Offering. The holders of these securities are entitled to make upto three demands, excluding short form demands, that the Company register such securities. In addition, theholders have certain “piggy-back” registration rights with respect to registration statements filed subsequent tothe Company’s completion of the initial Business Combination. The Company will bear the expenses incurred inconnection with the filing of any such registration statements.

Warrant Amendments

The warrant agreement provides that the terms of the warrants may be amended without the consent of anyholder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions ofthe warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in thisprospectus, or defective provision (ii) amending the provisions relating to cash dividends on ordinary shares ascontemplated by and in accordance with the warrant agreement, (iii) adding or changing any provisions withrespect to matters or questions arising under the warrant agreement as the parties to the warrant agreement maydeem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holdersof the warrants or (iv) making any amendments that are necessary in the good faith determination of our board ofdirectors (taking into account then existing market precedents) to allow for the warrants to be classified as equityin our financial statements, but otherwise requires the approval by the holders of at least 65% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders of

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public warrants. Accordingly, the Company may amend the terms of the public warrants (i) in a manner adverseto a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and,solely with respect to any amendment to the terms of the private placement warrants or any provision of thewarrant agreement with respect to the private placement warrants, 65% of the number of the then outstandingprivate placement warrants, or (ii) to the extent necessary for the warrants in the good faith determination of ourboard of directors (taking into account then existing market precedents) to allow for the warrants to be classifiedas equity in our financial statements without the consent of any shareholder or warrant holder. Although theCompany’s ability to amend the terms of the public warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among otherthings, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period ordecrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

Forward Purchase Agreements

On February 26, 2021, the Company entered into two forward purchase agreements with an affiliate of itssponsor (the “FPA Purchaser”), pursuant to which the FPA Purchaser agreed to purchase (1) an aggregate of2,500,000 Class A ordinary shares for $10.00 per share (the “firm forward purchase shares”), or an aggregateamount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 Class A ordinary shares for $10.00per share (the “additional forward purchase shares”, and together with the firm forward purchase shares, the“forward purchase shares”), or an aggregate maximum amount of up to $25,000,000, in each case, in a privateplacement that may close simultaneously with the closing of its initial business combination. The FPA Purchaserwill purchase that number of additional forward purchase shares, if any, that the Company expects will result ingross proceeds to the Company necessary to enable it to consummate its initial business combination and payrelated fees and expenses, after first applying amounts available to it from the trust account (after paying thedeferred underwriting discount and giving effect to any redemptions of public shares) and any other financingsource obtained by the Company for such purpose at or prior to the consummation of its initial businesscombination, plus any additional amounts mutually agreed by the Company and the FPA Purchaser to be retainedby the post-business combination company for working capital or other purposes. The FPA Purchaser’sobligations to purchase forward purchase shares will be subject to certain conditions, including in the case of theadditional forward purchase shares a requirement, among other things, that such initial business combination isreasonably acceptable to the FPA Purchaser.

The forward purchase agreements also provide that the FPA Purchaser will be entitled to certain registrationrights with respect to its forward purchase shares. The FPA Purchaser’s commitment to purchase securitiespursuant to the forward purchase agreements is intended to provide the Company with a minimum funding levelfor its initial business combination. The proceeds from the sale of the forward purchase shares, if any, may beused as part of the consideration to the sellers in the initial business combination, expenses in connection with theCompany’s initial business combination or for working capital in the post-transaction company. Subject to theconditions in the forward purchase agreements, the purchase of the forward purchase shares will be a bindingobligation of the FPA Purchaser, regardless of whether any shares of Class A ordinary shares are redeemed bythe Company’s public stockholders in connection with its initial business combination.

Underwriters Agreement

The Company will grant the underwriters a 45-day option from the date of this prospectus to purchase up to anadditional 3,000,000 units to cover over-allotments, if any.

The underwriters will be entitled to a cash underwriting discount of 2% of the gross proceeds of the ProposedPublic Offering, or $4,000,000 (or up to $4,600,000 if the underwriters’ over-allotment is exercised in full)

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payable upon the closing of the Proposed Public Offering. Additionally, the underwriters will be entitled to adeferred underwriting discount of 3.5% of the gross proceeds of the Proposed Public Offering, or $7,000,000 (or$8,050,000 if the underwriters’ over-allotment is exercised in full) upon the completion of the Company’s initialBusiness Combination. The deferred fee will become payable to the underwriters from the amounts held in theTrust Account solely in the event that the Company completes a Business Combination, subject to the terms ofthe underwriting agreement.

Note 7—Shareholder’s Equity

Preference shares—The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001and with such designations, voting and other rights and preferences as may be determined from time to time bythe Company’s board of directors. As of March 31, 2021 and February 8, 2021, there were no preference sharesissued or outstanding.

Class A Ordinary Shares—The Company is authorized to issue 500,000,000 Class A ordinary shares with a parvalue of $0.0001 per share. At March 31, 2021 and February 8, 2021, there were no Class A ordinary sharesissued or outstanding.

Class B Ordinary Shares—The Company is authorized to issue 50,000,000 Class B ordinary shares with a parvalue of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. AtMarch 31, 2021 and February 8, 2021, there were 5,750,000 Class B ordinary shares issued and outstanding.On [x], 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in thetotal number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Of the 5,750,000Class B ordinary shares, an aggregate of up to 750,000 shares are subject to forfeiture to the Company for noconsideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so thatthe initial shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares afterthe Proposed Public Offering.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class onall matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in theCompany’s amended and restated memorandum and articles of association, or as required by applicableprovisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of theCompany’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with orimmediately following the consummation of the initial Business Combination on a one-for-one basis, subject toadjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, andsubject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number ofClass A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of thetotal number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptionsof Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued,or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued ordeemed issued, by the Company in connection with or in relation to the consummation of the initial BusinessCombination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertibleinto Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and anyPrivate Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working CapitalLoans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

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Warrants

No warrants are currently outstanding. Each whole warrant entitles the holder to purchase one share of theCompany’s Class A ordinary shares at a price of $11.50 per share, subject to adjustment.

The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five yearsafter the completion of the initial Business Combination or earlier upon redemption or liquidation. On theexercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in thetrust account.

The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of awarrant and will have no obligation to settle such warrant exercise unless a registration statement under theSecurities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of thewarrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available,subject to the satisfying the Company’s obligations described below with respect to registration. No warrant willbe exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares toholders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered orqualified under the securities laws of the state of the exercising holder, or an exemption from registration isavailable. In the event that the conditions in the two immediately preceding sentences are not satisfied withrespect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrantmay have no value and expire worthless. In no event will the Company be required to net cash settle any warrant.In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unitcontaining such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinaryshares underlying such Unit.

The Company is not registering the shares of Class A ordinary shares issuable upon exercise of the warrants atthis time. However, the Company has agreed that as soon as practicable, but in no event later than 20 businessdays after the closing of the initial Business Combination, the Company will use its commercially reasonableefforts to file with the SEC, and within 60 business days following the initial Business Combination to havedeclared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuableupon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinaryshares until the warrants expire or are redeemed; provided that, if the Class A ordinary shares is at the time ofany exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a“covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holdersof 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, the Company will not be required to file ormaintain in effect a registration statement, but the Company will use its commercially reasonable efforts toregister or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of public warrants

Once the warrants become exercisable, the Company may redeem the public warrants for redemption:



• upon a minimum of 30 days’ prior written notice of redemption; and

• if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20

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trading days within a 30-trading day period ending on the third trading day prior to the date on which theCompany sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption righteven if it is unable to register or qualify the underlying securities for sale under all applicable state securitieslaws. If the Company calls the public warrants for redemption, as described above, its management will have theoption to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” asdescribed in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise ofthe public warrants may be adjusted in certain circumstances including in the event of a share dividend,extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as describedbelow, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company isunable to complete a Business Combination within the Combination Period and the Company liquidates thefunds held in the trust account, holders of public warrants will not receive any of such funds with respect to theirpublic warrants, nor will they receive any distribution from the Company’s assets held outside of the trustaccount with respect to such public warrants. Accordingly, the public warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capitalraising purposes in connection with the closing of a Business Combination at an issue price or effective issueprice of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determinedin good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or itsaffiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable,prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuancesrepresent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a BusinessCombination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20trading day period starting on the trading day prior to the day on which the Company consummates a BusinessCombination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrantswill be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly IssuedPrice, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180%of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the public warrants underlying the Units being sold in theProposed Public Offering, except that (x) the Private Placement Warrants will not be transferable, assignable orsalable and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not betransferable, assignable or salable until 30 days after the completion of a Business Combination, in each casesubject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basisand be non-redeemable and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon theexercise of the Private Placement Warrants will be entitled to registration rights.

The Company will account for 22,000,000 warrants to be issued in connection with the Proposed Public Offering(including 10,000,000 Public Warrants and 12,000,000 Private Placement Warrants) in accordance with theguidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precludedfrom equity classification. Equity-classified contracts are initially measured at fair value (or allocated value).Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

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Note 8—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to thedate that the financial statements were issued. Based on this review, the Company did not identify anysubsequent events that would have required adjustment or disclosure in the financial statements except as notedbelow.

On April 12, 2021, the SEC issued a statement with respect to the accounting for warrants issued by specialpurchase acquisition companies. In light of the SEC Staff’s Statement, the Company has determined that the fairvalue of the warrants should be classified as a warrant liability on the Company’s balance sheet as of the closingof the Proposed Public Offering that will be filed on Form 8-K. Subsequent changes to the fair value of thewarrants will be recorded in the Company’s statement of operations.

On [x], 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in thetotal number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amountshave been retroactively restated to reflect the cancellation.

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20,000,000 Units

TARGET GLOBAL ACQUISITION I CORP.

PRELIMINARY PROSPECTUS, 2021

UBS Investment Bank

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registrationstatement (other than the underwriting discount and commissions) will be as follows:

SEC expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31,367FINRA expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,625Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000Printing and engraving expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,000Nasdaq listing and filing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000Director & Officers liability insurance premiums(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,008

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000,000

(1) This amount represents the approximate amount of annual director and officer liability insurance premiumsthe registrant anticipates paying following the completion of its initial public offering and until it completesa business combination.

Item 14. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of associationmay provide for indemnification of officers and directors, except to the extent any such provision may be held bythe Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willfuldefault, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restatedmemorandum and articles of association will provide for indemnification of our officers and directors to themaximum extent permitted by law, including for any liability incurred in their capacities as such, except throughtheir own actual fraud, willful default or willful neglect. We will enter into agreements with our directors andofficers to provide contractual indemnification in addition to the indemnification provided for in our amendedand restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’liability insurance that insures our officers and directors against the cost of defense, settlement or payment of ajudgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to anymonies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may havein the future as a result of, or arising out of, any services provided to us and will not seek recourse against thetrust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account dueto their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfiedby us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial businesscombination.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinionof the SEC such indemnification is against public policy as expressed in the Securities Act and is thereforeunenforceable.

Item 15. Recent Sales of Unregistered Securities.

On February 2, 2021, an affiliate of the sponsor paid $25,000, or approximately $0.003 per share, to covercertain of our expenses in consideration of 5,750,000 Class B ordinary shares, par value $0.0001. On [x], 2021,1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of

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Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Such shares were subsequentlytransferred to the sponsor for a consideration of $25,000. Prior to the consummation of this offering, our sponsorintends to transfer 25,000 Class B ordinary shares to each of our independent directorsand 100,000 Class B ordinary shares to each of our CEO Shmuel Chafets and our Chairman Dr. GerhardCromme. These shares shall not be subject to forfeiture in the event the underwriter’s overallotment option is notexercised. Such securities were issued in connection with our organization pursuant to the exemption fromregistration contained in Section 4(a)(2) of the Securities Act.

Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holdersin our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is toact as the company’s sponsor in connection with this offering.

Our sponsor has committed to, pursuant to a written agreement, to purchase from us an aggregate of6,666,667 private placement warrants (or 7,466,667 warrants if the underwriter’s over-allotment option isexercised in full) at $1.50 per warrant (for an aggregate purchase price of $10,000,000 (or $11,200,000 if theunderwriter’s over-allotment option is exercised in full). This purchase will take place on a private placementbasis simultaneously with the completion of our initial public offering. This issuance will be made pursuant tothe exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Item 16. Exhibits and Financial Statement Schedules.

(a) The Exhibit Index is incorporated herein by reference.

Item 17. Undertakings.

(i) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified inthe underwriting agreements, certificates in such denominations and registered in such names asrequired by the underwriter to permit prompt delivery to each purchaser.

(ii) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted todirectors, officers and controlling persons of the registrant pursuant to the foregoing provisions, orotherwise, the registrant has been advised that in the opinion of the Securities and ExchangeCommission such indemnification is against public policy as expressed in the Securities Act and is,therefore, unenforceable. In the event that a claim for indemnification against such liabilities (otherthan the payment by the registrant of expenses incurred or paid by a director, officer or controllingperson of the registrant in the successful defense of any action, suit or proceeding) is asserted by suchdirector, officer or controlling person in connection with the securities being registered, the registrantwill, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit toa court of appropriate jurisdiction the question whether such indemnification by it is against publicpolicy as expressed in the Act and will be governed by the final adjudication of such issue.

(iii) The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of 1933, the informationomitted from the form of prospectus filed as part of this registration statement in reliance uponRule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statementas of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act of 1933, each post-effectiveamendment that contains a form of prospectus shall be deemed to be a new registration statementrelating to the securities offered therein, and the offering of such securities at that time shall bedeemed to be the initial bona fide offering thereof.

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EXHIBIT INDEX

ExhibitNo. Description

1.1 Form of Underwriting Agreement.**

3.1 Memorandum and Articles of Association.*

3.2 Form of Amended and Restated Memorandum and Articles of Association.**

4.1 Specimen Unit Certificate.**

4.2 Specimen Class A Ordinary Share Certificate.**

4.3 Specimen Warrant Certificate.**

4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and theRegistrant.**

5.1 Opinion of Davis Polk & Wardwell London LLP.**

5.2 Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.**

10.1 Form of Investment Management Trust Agreement between Continental Stock Transfer & TrustCompany and the Registrant.**

10.2 Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and theHolders signatory thereto.**

10.3 Form of Private Placement Warrant Purchase Agreement between the Registrant and the Sponsor.**

10.4 Form of Indemnity Agreement.**

10.5 Form of Administrative Services Agreement between the Registrant and the Sponsor.**

10.6 Promissory Note, dated as of February 19, 2021, between the Registrant and the Sponsor.*

10.7 Securities Subscription Agreement, dated February 4, 2021, between the Registrant and Target GlobalHolding Ltd.*

10.8 Securities Purchase Agreement, dated February 19, 2021, between the Registrant, Target GlobalHolding Ltd. and the Sponsor.*

10.9 Form of Letter Agreement between the Registrant, the Sponsor and each director and executiveofficer of the Registrant.**

10.10 Forward Purchase Agreement between the Registrant and Target Global Selected Opportunities,LLC – Series Selenium, dated February 26, 2021.*

10.11 Forward Purchase Agreement between the Registrant and Target Global Selected Opportunities,LLC – Series Selenium, dated February 26, 2021.*

14.1 Form of Code of Ethics and Business Conduct**

23.1 Consent of Marcum LLP**

23.2 Consent of Davis Polk & Wardwell London LLP (included on Exhibit 5.1).**

23.3 Consent of Maples and Calder (included on Exhibit 5.2).**

24 Power of Attorney (included on signature page to the initial filing of this Registration Statement).*

99.1 Consent of Michael Abbott*

99.2 Consent of Lars Hinrichs*

99.3 Consent of Sigal Regev Rosenberg*

99.5 Consent of Gerhard Cromme*

* Previously filed** Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused thisRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of TelAviv, Israel, on the [...] day of November, 2021.

Target Global Acquisition I Corp.

By: /s/ Shmuel Chafets

Name: Shmuel ChafetsTitle: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has beensigned below by the following person in the capacities and on the dates indicated.

Name Position Date

/s/ Shmuel Chafets

Shmuel Chafets

Chief Executive Officer (PrincipalExecutive Officer)

[...], 2021

/s/ Heiko Dimmerling

Heiko Dimmerling

Chief Financial Officer (PrincipalFinancial and Accounting Officer)

and Director

[...], 2021

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned hassigned this registration statement, solely in its capacity as the duly authorized representative of Target GlobalAcquisition I Corp., in the City of New York, New York, on the [...] day of November, 2021.

COGENCY GLOBAL INC.

By: /s/ Colleen A. De Vries

Name: Colleen A. De VriesTitle: Sr. Vice President on behalf of Cogency

Global Inc.

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