Cayman Islands
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6770
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[•]
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(State or other jurisdiction of incorporation
or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification No.)
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Christian O. Nagler
Peter S. Seligson
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, NY 10022
212-446-4800
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Gregg A. Noel
Michael J. Schwartz
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
213-687-5000
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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Title of Each Class of Securities to be Registered
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Amount
Being Registered
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Proposed Maximum
Offering Price
Per Security
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Proposed Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and
one-half of one redeemable warrant(2)
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23,000,000 Units
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$10.00
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$230,000,000
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$29,854.00
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Class A ordinary shares included as part of the units(3)
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23,000,000 Shares
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—
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—
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—(4)
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Redeemable warrants included as part of the units(3)
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11,500,000 Warrants
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—
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—
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—(4)
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Total
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$230,000,000
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$29,854.00
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(1)
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Estimated solely for the purpose of calculating the registration fee.
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(2)
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Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon
exercise of a 45-day option granted to the underwriter to cover over-allotments, if any.
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(3)
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Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent
dilution resulting from share sub-divisions, share dividends or similar transactions.
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(4)
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No fee pursuant to Rule 457(g).
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Per Unit
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Total
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Public offering price
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$10.00
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$200,000,000
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Underwriting discounts and commissions(1)
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$0.55
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$11,000,000
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Proceeds, before expenses, to us
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$9.45
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$189,000,000
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(1)
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Includes $0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriter’s over-allotment option is exercised in
full), payable to the underwriter upon the closing of this offering. Also includes $0.35 per unit, or $7,000,000 in the aggregate (or up to $8,050,000 in the aggregate if the underwriter’s over-allotment option is exercised in full),
payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriter only upon the completion of an initial business combination. See also
“Underwriting” for a description of compensation and other items of value payable to the underwriter.
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Page
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⯀
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“we,” “us,” “company” or “our company” are to L&F Acquisition Corp., a Cayman Islands exempted company;
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⯀
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“Companies Law” are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time;
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⯀
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“founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private
placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the
time of our initial business combination as described herein;
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⯀
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“initial shareholders” are to holders of our founder shares prior to this offering;
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“management” or our “management team” are to our officers and directors;
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⯀
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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
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⯀
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“public shares” are to Class A ordinary shares sold as part of the units in this offering (whether
they are purchased in this offering or thereafter in the open market);
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⯀
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“public shareholders” are to the holders of our public shares, including our initial shareholders
and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial
shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;
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⯀
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“public warrants” are to the warrants sold as part of the units in this offering (whether they are
purchased in this offering or thereafter in the open market);
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“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering;
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“sponsor” are to JAR Sponsor, LLC, a Delaware limited liability company;
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“Jefferies” are to Jefferies LLC, the sole underwriter in this offering; and
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“warrants” are to our public warrants and private placement warrants.
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⯀
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Exceptional Management Team with Public Market Experience: Best-in-class management with experience running a public company and a track record of success in driving growth and profitability.
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⯀
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Established Market Leader: Scaled platform with unique
solutions that create barriers to entry with defensible, market-leading positions, as well as a business operating within large and expanding markets with
significant whitespace opportunities.
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Attractive Financial Characteristics: Consistent
organic revenue growth with high, recurring-subscription revenue base and operating leverage, as well as an ability to generate attractive unit economics and returns on capital.
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⯀
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Sector Momentum with Multiple Growth Levers: Industry
tailwinds that drive accelerated growth and further adoption of products and solutions, as well as a platform built to capitalize on numerous, tangible growth initiatives.
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⯀
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Digital Transformation: Facilitator of digital
transformation across enterprises in sectors that have historically relied on legacy processes, as well as a company that we can leverage our deep industry relationships, distribution capabilities and sector knowledge to drive additional growth in the business.
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•
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one Class A ordinary share; and
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•
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one-half of one redeemable warrant.
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(1)
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Assumes no exercise of the underwriter’s over-allotment option and 750,000 founder shares are surrendered to us for no
consideration.
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(2)
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Includes up to 750,000 founder shares that will be surrendered to us for no consideration depending on the extent to which the
underwriter’s over-allotment option is exercised.
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(3)
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Comprised of 20,000,000 Class A ordinary shares included in the units to be sold in this offering and 5,000,000 Class B ordinary
shares (or founder shares). Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our
initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption “—Founder shares conversion and anti-dilution rights.”
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(4)
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Assumes surrender of all 750,000 founder shares. Up to 750,000 founder shares will be surrendered to us for no consideration
depending on the extent to which the underwriter’s over-allotment option is exercised.
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(5)
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Comprised of 10,000,000 public warrants included in the units to be sold in this offering and 6,000,000 private placement warrants
to be sold in the private placement.
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•
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30 days after the completion of our initial business combination, and
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•
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12 months from the closing of this offering;
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•
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in whole and not in part;
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•
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at a price of $0.01 per warrant;
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•
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upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
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•
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if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per
share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Warrants—Anti-dilution Adjustments”) for any
20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
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•
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in whole and not in part;
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•
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at a price of $0.10 per warrant;
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•
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upon a minimum of 30 days’ prior written notice of redemption; provided that holders
will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Warrants” based on the
redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Warrants”;
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•
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if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for
adjustments to the number of shares issuable upon exercise or the exercise price of
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•
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if the closing price of the Class A ordinary shares for any 20 trading days within a 30 trading-day period ending on the third
trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant
as described under the heading “Description of Securities—Warrants—Public Warrants—Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public
warrants, as described above.
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•
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only holders of Class B ordinary shares will have the right to appoint directors in any election held prior to or in connection
with the completion of our initial business combination and holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason;
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•
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the founder shares are subject to certain transfer restrictions, as described in more detail below;
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•
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the founder shares are entitled to registration and shareholder rights;
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•
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our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive
their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to their founder shares and public
shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our
initial business combination or to redeem 100% of our
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•
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the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the
consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “—Founder shares conversion and anti-dilution rights.”
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•
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the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially
will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and
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•
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any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties,
although they are under no obligation to advance funds or invest in us; provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are
released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.00 per warrant, at the option of the lender.
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•
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates
the solicitation of proxies, and not pursuant to the tender offer rules; and
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•
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file proxy materials with the SEC.
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•
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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•
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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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•
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repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational
expenses;
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•
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payment to our sponsor of $10,000 per month for office space, utilities, secretarial and administrative support services provided
to us;
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•
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payment of customary fees we may elect to make to members of our board of directors for director service;
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•
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reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business
combination; and
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•
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repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to
finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per
warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to
such loans.
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Balance Sheet Data:
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August 28, 2020
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Working capital (deficiency)
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$(40,000)
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Total assets
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$60,000
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Total liabilities
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$40,000
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Shareholder’s equity
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$20,000
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⯀
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers
trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading
market for our securities;
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⯀
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a limited amount of news and analyst coverage; and
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⯀
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a decreased ability to issue additional securities or obtain additional financing in the future.
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⯀
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities,
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registration as an investment company;
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adoption of a specific form of corporate structure; and
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⯀
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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⯀
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may significantly dilute the equity interest of investors in this offering;
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⯀
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may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with
rights senior to those afforded our Class A ordinary shares;
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⯀
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could cause a change in control if a substantial number of Class A ordinary shares are issued, which
may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our
present officers and directors; and
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⯀
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.
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⯀
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default and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest
payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of
that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt security is payable
on demand;
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our inability to obtain necessary additional financing if the debt security contains covenants
restricting our ability to obtain such financing while the debt security is outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general
corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the
industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and
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⯀
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limitations on our ability to borrow additional amounts for expenses, capital expenditures,
acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less
debt.
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⯀
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solely dependent upon the performance of a single business, property or asset; or
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⯀
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dependent upon the development or market acceptance of a single or limited number of products,
processes or services.
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⯀
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the history and prospects of companies whose principal business is the acquisition of other companies;
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⯀
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prior offerings of those companies;
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⯀
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our prospects for acquiring an operating business at attractive values;
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⯀
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a review of debt to equity ratios in leveraged transactions;
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⯀
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our capital structure;
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⯀
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an assessment of our management and their experience in identifying operating companies;
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⯀
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general conditions of the securities markets at the time of this offering; and
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⯀
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other factors as were deemed relevant.
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costs and difficulties inherent in managing cross-border business operations;
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⯀
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rules and regulations regarding currency redemption;
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⯀
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complex corporate withholding taxes on individuals;
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⯀
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laws governing the manner in which future business combinations may be effected;
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⯀
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exchange listing and/or delisting requirements;
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⯀
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tariffs and trade barriers;
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⯀
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regulations related to customs and import/export matters;
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⯀
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local or regional economic policies and market conditions;
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⯀
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unexpected changes in regulatory requirements;
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⯀
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challenges in managing and staffing international operations;
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⯀
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longer payment cycles;
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⯀
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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⯀
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currency fluctuations and exchange controls;
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⯀
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rates of inflation;
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⯀
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challenges in collecting accounts receivable;
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⯀
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cultural and language differences;
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⯀
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employment regulations;
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⯀
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underdeveloped or unpredictable legal or regulatory systems;
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⯀
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corruption;
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⯀
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protection of intellectual property;
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⯀
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social unrest, crime, strikes, riots and civil disturbances;
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⯀
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regime changes and political upheaval;
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⯀
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terrorist attacks and wars; and
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⯀
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deterioration of political relations with the United States.
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⯀
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our ability to select an appropriate target business or businesses;
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⯀
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our ability to complete our initial business combination;
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⯀
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our expectations around the performance of the prospective target business or businesses;
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⯀
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our success in retaining or recruiting, or changes required in, our officers, key employees or
directors following our initial business combination;
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⯀
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our officers and directors allocating their time to other businesses and potentially having conflicts
of interest with our business or in approving our initial business combination;
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⯀
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our potential ability to obtain additional financing to complete our initial business combination;
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⯀
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our pool of prospective target businesses;
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⯀
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the ability of our officers and directors to generate a number of potential business combination
opportunities;
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⯀
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our public securities’ potential liquidity and trading;
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⯀
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the lack of a market for our securities;
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⯀
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the use of proceeds not held in the trust account or available to us from interest income on the trust
account balance;
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⯀
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the trust account not being subject to claims of third parties; or
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⯀
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our financial performance following this offering.
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Without Over-
Allotment Option
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Over-Allotment
Option Exercised
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Gross proceeds
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Gross proceeds from units offered to public(1)
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$200,000,000
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$230,000,000
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Gross proceeds from private placement warrants offered in the private placement
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$6,000,000
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$6,600,000
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Total gross proceeds
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$206,000,000
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$236,600,000
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Offering expenses(2)
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| |
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Underwriting commissions (2.0% of gross proceeds from units offered to public,
excluding deferred portion)(3)
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| |
$4,000,000
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$4,600,000
|
Legal fees and expenses
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| |
325,000
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325,000
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Printing and engraving expenses
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40,000
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40,000
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Accounting fees and expenses
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60,000
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60,000
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SEC/FINRA expenses
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65,000
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65,000
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Travel and road show expenses
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20,000
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20,000
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NYSE listing and filing fees
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85,000
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85,000
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Directors’ and officers’ liability insurance
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| |
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Miscellaneous
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| | | | ||
Total offering expenses (other than underwriting commissions)
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$1,000,000
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$1,000,000
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Proceeds after offering expenses
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$201,000,000
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$231,000,000
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Held in trust account(3)
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| |
$200,000,000
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$230,000,000
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% of public offering size
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| |
100
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100%
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Not held in trust account
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$1,000,000
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$1,000,000
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Amount
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% of Total
|
Legal, accounting, due diligence, travel, and other expenses in connection
with any business combination(5)
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| |
$350,000
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35.0%
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Legal and accounting fees related to regulatory reporting obligations
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| |
150,000
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15.0%
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Administrative and support services
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| |
240,000
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| |
24.0%
|
Continued listing fees
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170,000
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17.0%
|
Other miscellaneous expenses
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| |
90,000
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| |
9.0%
|
Total
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$1,000,000
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100.0%
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(1)
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Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our
initial business combination.
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(2)
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A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this
prospectus. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. In the event that
offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses.
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(3)
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The underwriter has agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently
with the completion of our initial business combination, up to $7,000,000, which constitutes the underwriter’s deferred commissions (or up to $8,050,000 if the underwriter’s over-allotment option 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 or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on
|
(4)
|
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth
herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business
combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence 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 anticipate any change in our intended use of proceeds, other than fluctuations
among the current categories of allocated expenses, 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 us from the trust account.
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(5)
|
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.
|
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| |
Without Over-
Allotment
|
| |
With Over-
Allotment
|
Public offering price
|
| |
$10.00
|
| |
$10.00
|
Net tangible book deficit before this offering
|
| |
(0.01)
|
| |
(0.01)
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Increase attributable to public shareholders
|
| |
0.83
|
| |
0.73
|
Pro forma net tangible book value after this offering and the sale of the
private placement warrants
|
| |
0.82
|
| |
0.72
|
Dilution to public shareholders
|
| |
$9.18
|
| |
$9.28
|
Percentage of dilution to public shareholders
|
| |
91.8%
|
| |
92.8%
|
|
| |
Purchase
|
| |
Total Consideration
|
| |
Average Per
Share Price
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| |
Number
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| |
Percentage
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| |
Amount
|
| |
Percentage
|
| ||
Initial Shareholders(1)
|
| |
5,000,000
|
| |
20.0%
|
| |
$25,000
|
| |
0.01%
|
| |
$0.005
|
Public Shareholders
|
| |
20,000,000
|
| |
80.0%
|
| |
200,000,000
|
| |
99.99%
|
| |
$10.00
|
|
| |
25,000,000
|
| |
100.0%
|
| |
$200,025,000
|
| |
100.0%
|
| |
|
(1)
|
Assumes that 750,000 founder shares are surrendered to us for no consideration after the closing of this offering in the event the
underwriter does not exercise its over-allotment option.
|
|
| |
Without Over-
Allotment
|
| |
With Over-
Allotment
|
Numerator:
|
| |
|
| |
|
Net tangible book deficit before this offering
|
| |
$(40,000)
|
| |
$(40,000)
|
Net proceeds from this offering and sale of the private placement warrants(1)
|
| |
201,000,000
|
| |
231,000,000
|
Plus: Offering costs paid in advance, excluded from tangible book value before
this offering
|
| |
60,000
|
| |
60,000
|
Less: Deferred underwriting commissions
|
| |
(7,000,000)
|
| |
(8,050,000)
|
Less: Proceeds held in trust subject to redemption(2)
|
| |
(189,019,990)
|
| |
(217,969,990)
|
|
| |
$5,000,010
|
| |
$5,000,010
|
Denominator:
|
| |
|
| |
|
Ordinary shares outstanding prior to this offering(3)
|
| |
5,750,000
|
| |
5,750,000
|
Ordinary shares forfeited if over-allotment is not exercised
|
| |
(750,000)
|
| |
—
|
Ordinary shares included in the units offered
|
| |
20,000,000
|
| |
23,000,000
|
Less: Ordinary shares subject to redemption
|
| |
(18,901,999)
|
| |
(21,796,999)
|
|
| |
6,098,001
|
| |
6,953,001
|
(1)
|
Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of $4,000,000 (excluding
deferred underwriting fees). See “Use of Proceeds.”
|
(2)
|
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open
market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares
subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business—Effecting Our Initial Business
Combination—Permitted Purchases of Our Securities.”
|
(3)
|
Assumes that 750,000 founder shares are surrendered to us for no consideration.
|
|
| |
August 28, 2020
|
|||
|
| |
Actual
|
| |
As Adjusted
|
Notes payable to related party(1)
|
| |
$—
|
| |
$—
|
Deferred underwriting commissions
|
| |
—
|
| |
7,000,000
|
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized;
0 and 18,901,999 shares subject to possible redemption, respectively(2)
|
| |
—
|
| |
189,019,990
|
Preference shares, $0.0001 par value; 1,000,000 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 1,098,001 shares issued and outstanding (excluding 0 and 18,901,999 shares subject to possible redemption), actual and as adjusted, respectively
|
| |
—
|
| |
110
|
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(3)
|
| |
575
|
| |
500
|
Additional paid-in capital
|
| |
24,425
|
| |
5,004,400
|
Accumulated deficit
|
| |
(5,000)
|
| |
(5,000)
|
Total shareholders’ equity
|
| |
$20,000
|
| |
$5,000,010
|
Total capitalization
|
| |
$20,000
|
| |
$201,020,000
|
(1)
|
Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering.
The “as adjusted” information gives effect to the repayment of any loans received from our sponsor out of the proceeds from this offering and the sale of the private placement warrants. To date, we have not borrowed any amounts under the
promissory note with our sponsor.
|
(2)
|
Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their
public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on
the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein whereby redemptions cannot
cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination.
|
(3)
|
Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriter’s
over-allotment option and forfeiture of an aggregate of 750,000 founder shares.
|
⯀
|
may significantly dilute the equity interest of investors in this offering, which dilution would
increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one
basis upon conversion of the Class B ordinary shares;
|
⯀
|
may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with
rights senior to those afforded our Class A ordinary shares;
|
⯀
|
could cause a change in control if a substantial number of our Class A ordinary shares are issued,
which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of
our present officers and directors;
|
⯀
|
may have the effect of delaying or preventing a change of control of us by diluting the share
ownership or voting rights of a person seeking to obtain control of us; and
|
⯀
|
may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
|
⯀
|
default and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations;
|
⯀
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest
payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of
that covenant;
|
⯀
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable
on demand;
|
⯀
|
our inability to obtain necessary additional financing if the debt security contains covenants
restricting our ability to obtain such financing while the debt security is outstanding;
|
⯀
|
our inability to pay dividends on our Class A ordinary shares;
|
⯀
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will
reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general
corporate purposes;
|
⯀
|
limitations on our flexibility in planning for and reacting to changes in our business and in the
industry in which we operate;
|
⯀
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and
|
⯀
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures,
acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less
debt.
|
⯀
|
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.
|
⯀
|
Exceptional Management Team with Public Market Experience:
Best-in-class management with experience running a public company and a track record of success in driving growth and profitability.
|
⯀
|
Established Market Leader: Scaled platform with unique
solutions that create barriers to entry with defensible, market-leading positions, as well as a business operating within large and expanding markets with significant whitespace opportunities.
|
⯀
|
Attractive Financial Characteristics: Consistent organic
revenue growth with high, recurring-subscription revenue base and operating leverage, as well as an ability to generate attractive unit economics and returns on capital.
|
⯀
|
Sector Momentum with Multiple Growth Levers: Industry
tailwinds that drive accelerated growth and further adoption of products and solutions, as well as a platform built to capitalize on numerous, tangible growth initiatives.
|
⯀
|
Digital Transformation: Facilitator of digital
transformation across enterprises in sectors that have historically relied on legacy processes, as well as a company that we can leverage our deep industry relationships, distribution capabilities and sector knowledge to drive additional growth in the business.
|
⯀
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have
a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
|
⯀
|
cause us to depend on the marketing and sale of a single product or limited number of products or
services.
|
⯀
|
we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to
or in excess of 20% of the number of Class A ordinary shares then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then
outstanding;
|
⯀
|
any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5%
or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary
shares could result in an increase in outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified 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.
|
⯀
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
|
⯀
|
file proxy materials with the SEC.
|
⯀
|
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate
issuer tender offers; and
|
⯀
|
file tender offer documents with the SEC prior to completing our initial business combination which
contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under
Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
|
| |
Redemptions in connection
with our initial business
combination
|
| |
Other permitted
purchases of public
shares by our affiliates
|
| |
Redemptions if we fail to
complete an initial
business combination
|
Calculation of redemption price
|
| |
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or
in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their
public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per
share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take
place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed
business combination.
|
| |
If we seek shareholder approval of our initial business combination, our sponsor, directors,
officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our
sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not
disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the
Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers
will comply with such rules
|
| |
If we are unable to complete our initial business combination within 24 months from the closing of
this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned
on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.
|
|
| |
Redemptions in connection
with our initial business
combination
|
| |
Other permitted
purchases of public
shares by our affiliates
|
| |
Redemptions if we fail to
complete an initial
business combination
|
Impact to remaining shareholders
|
| |
The redemptions in connection with our initial business combination will reduce the book value per
share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the
trust account).
|
| |
If the permitted purchases described above are made, there would be no impact to our remaining
shareholders because the purchase price would not be paid by us.
|
| |
The redemption of our public shares if we fail to complete our initial business combination will
reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions.
|
|
| |
Terms of our offering
|
| |
Terms under a Rule 419
offering
|
Escrow of offering proceeds
|
| |
$200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will
be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.
|
| |
Approximately $170,100,000 of the offering proceeds, representing the gross proceeds of this
offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having
the beneficial interests in the account.
|
|
| |
|
| |
|
Investment of net proceeds
|
| |
$200,000,000 of the net proceeds of this offering and the sale of the private placement warrants held
in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct
U.S. government treasury obligations.
|
| |
Proceeds could be invested only in specified securities such as a money market fund meeting
conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
|
|
| |
|
| |
|
|
| |
Terms of our offering
|
| |
Terms under a Rule 419
offering
|
Receipt of interest on escrowed funds
|
| |
Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes
paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient
working capital to fund the costs and expenses of our dissolution and liquidation.
|
| |
Interest on funds in escrow account would be held for the sole benefit of investors, unless and only
after the funds held in escrow were released to us in connection with our completion of a business combination.
|
|
| |
|
| |
|
Limitation on fair value or net assets of target business
|
| |
We must complete one or more business combinations having an aggregate fair market value of at least
80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with
our initial business combination. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.
|
| |
The fair value or net assets of a target business must represent at least 80% of the maximum offering
proceeds.
|
|
| |
|
| |
|
Trading of securities issued
|
| |
The units are expected to begin trading on or promptly after the date of this prospectus. The Class A
ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Jefferies LLC informs us of its decision to allow earlier separate trading, subject to our having
filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which
closing is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second
|
| |
No trading of the units or the underlying Class A ordinary shares and warrants would be permitted
until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
|
|
| |
Terms of our offering
|
| |
Terms under a Rule 419
offering
|
|
| |
or amended Current Report on Form 8-K will be filed to provide updated financial information to
reflect the exercise of the over-allotment option.
|
| |
|
|
| |
|
| |
|
Exercise of the warrants
|
| |
The warrants cannot be exercised until the later of 30 days after the completion of our initial
business combination or 12 months from the closing of this offering.
|
| |
The warrants could be exercised prior to the completion of a business combination, but securities
received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
|
|
| |
|
| |
|
Election to remain an investor
|
| |
We will provide our public shareholders with the opportunity to redeem their public shares for cash
at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions described
herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association,
conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the
redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules
and not pursuant to the tender offer rules. If
|
| |
A prospectus containing information pertaining to the business combination required by the SEC would
be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective
amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end
of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit
in the escrow account must be returned to all of the investors and none of the securities are issued.
|
|
| |
Terms of our offering
|
| |
Terms under a Rule 419
offering
|
|
| |
we seek shareholder approval, we will complete our initial business combination only if we receive an
ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their
public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.
|
| |
|
|
| |
|
| |
|
Business combination deadline
|
| |
If we are unable to complete an initial business combination within 24 months from the closing of
this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if
any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our
obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
|
| |
If an acquisition has not been completed within 18 months after the effective date of the company’s
registration statement, funds held in the trust or escrow account are returned to investors.
|
|
| |
|
| |
|
|
| |
Terms of our offering
|
| |
Terms under a Rule 419
offering
|
Release of funds
|
| |
Except for the withdrawal of interest to pay our taxes, if any, none of the funds held in trust will
be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24 months from
the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of
association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination
within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
|
| |
The proceeds held in the escrow account are not released until the earlier of the completion of a
business combination or the failure to effect a business combination within the allotted time.
|
|
| |
|
| |
|
Delivering share certificates in connection with the
exercise of redemption rights
|
| |
We intend to require our public shareholders seeking to exercise their redemption rights, whether
they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to
the initially scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote,
|
| |
Many blank check companies provide that a shareholder can vote against a proposed business
combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of
its share certificates to verify ownership.
|
|
| |
Terms of our offering
|
| |
Terms under a Rule 419
offering
|
|
| |
we intend to require a public shareholder seeking redemption of its public shares to also submit a
written request for redemption to our transfer agent two business days prior to the initially scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as
applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public
shareholder would have up to two business days prior to the initially scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the
tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.
|
| |
|
|
| |
|
| |
|
Limitation on redemption rights of shareholders holding
more than 15% of the shares sold in this offering if we hold a shareholder vote
|
| |
If we seek shareholder approval of our initial business combination and we do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent.
However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
|
| |
Many blank check companies provide no restrictions on the ability of shareholders to redeem shares
based on the number of shares held by such shareholders in connection with an initial business combination.
|
Name
|
| |
Age
|
| |
Position
|
Jeffrey C. Hammes
|
| |
[•]
|
| |
Chairman
|
Adam Gerchen
|
| |
38
|
| |
Director and Chief Executive Officer
|
Richard Levy
|
| |
48
|
| |
Director
|
Tom Gazdziak
|
| |
32
|
| |
Chief Financial Officer
|
⯀
|
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with
legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and
|
⯀
|
pre-approving all audit and non-audit services to be provided by the independent registered public
accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and
discussing with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence;
|
⯀
|
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s
internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps
taken to deal with such issues;
|
⯀
|
meeting to review and discuss our annual audited financial statements and quarterly financial
statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
|
⯀
|
reviewing with management, the independent registered public accounting firm, and our legal advisors,
as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints
or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
|
⯀
|
reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief
executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving
the remuneration (if any) of our chief executive officer’s based on such evaluation;
|
⯀
|
reviewing and making recommendations to our board of directors with respect to the compensation, and
any incentive compensation and equity based plans that are subject to board approval of all of our other officers;
|
⯀
|
reviewing our executive compensation policies and plans;
|
⯀
|
implementing and administering our incentive compensation equity-based remuneration plans;
|
⯀
|
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
⯀
|
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our 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.
|
⯀
|
identifying, screening and reviewing individuals qualified to serve as directors, consistent with
criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill
vacancies on the board of directors;
|
⯀
|
developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
|
⯀
|
coordinating and overseeing the annual self-evaluation of the board of directors, its committees,
individual directors and management in the governance of the company; and
|
⯀
|
reviewing on a regular basis our overall corporate governance and recommending improvements as and
when necessary.
|
(i)
|
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
|
(ii)
|
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
(iii)
|
directors should not improperly fetter the exercise of future discretion;
|
(iv)
|
duty to exercise powers fairly as between different sections of shareholders;
|
(v)
|
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal
interests; and
|
(vi)
|
duty to exercise independent judgment.
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
Jeffrey C. Hammes
|
| |
K&E
|
| |
Law Practice
|
| |
Chair Emeritus
|
|
| |
|
| |
|
| |
|
Adam Gerchen
|
| |
Keller Lenkner
|
| |
Law Practice
|
| |
Chief Executive Officer
|
|
| |
Bridge Legal
|
| |
Billing Platform
|
| |
Owner and Board Director
|
|
| |
Chairman of Thora Capital
|
| |
Alternative Investment Advising
|
| |
Co-Founder and Chairman
|
|
| |
Heyday Techynologies, Inc.
|
| |
E-Commerce
|
| |
Co-Founder and Executive Chairman
|
|
| |
|
| |
|
| |
|
Richard Levy
|
| |
Victory Park Capital Advisors, LLC
|
| |
Registered investment advisor
|
| |
Chief Executive Officer and Founder
|
|
| |
Giordano’s
|
| |
Food & Beverage
|
| |
Director
|
|
| |
Caribbean Financial Group
|
| |
Consumer Finance
|
| |
Director
|
|
| |
United Automobile Insurance Company
|
| |
Insurance
|
| |
Director
|
|
| |
VPC Specialty Lending Investments Plc
|
| |
Investment Trust
|
| |
Director
|
|
| |
|
| |
|
| |
|
Tom Gazdziak
|
| |
Victory Park Capital Advisors, LLC
|
| |
Registered investment advisor
|
| |
Fund Controller
|
⯀
|
Our officers and directors are not required to, and will not, commit their full time to our affairs,
which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other
businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for
which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.
|
⯀
|
Our initial shareholders purchased founder shares prior to the date of this prospectus and will
purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the
completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating
distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our
initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and
directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation,
merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon
exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because
each of our 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
an appropriate business with which to effectuate our initial business combination.
|
⯀
|
Our officers and directors may have a conflict of interest with respect to evaluating a particular
business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement
with respect to our initial business combination.
|
⯀
|
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding
ordinary shares;
|
⯀
|
each of our officers, directors and director nominees; and
|
⯀
|
all our officers and directors as a group.
|
|
| |
Number of Shares
Beneficially Owned(2)
|
| |
Percentage of Outstanding
Ordinary Shares
|
||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering
|
| |
After
Offering
|
| |
Before
Offering
|
| |
After
Offering
|
JAR Sponsor, LLC(3)(4)
|
| |
5,750,000
|
| |
5,000,000
|
| |
100%
|
| |
20%
|
Jeffrey C. Hammes
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Adam Gerchen
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Richard Levy
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
All officers, directors and director nominees as a group
( individuals)
|
| |
—
|
| |
—
|
| |
100%
|
| |
20%
|
(1)
|
Unless otherwise noted, the business address of each of the following is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois
60606.
|
(2)
|
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into
Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
|
(3)
|
JAR Sponsor, LLC, our sponsor, is the record holder of such shares. are the managers of our sponsor and share voting and
investment discretion with respect to the ordinary shares held of record by our sponsor. Each of disclaims any beneficial ownership of the securities held by our sponsor other than to the extent of any pecuniary interest he may have
therein, directly or indirectly.
|
(4)
|
Includes up to 750,000 founder shares that will be surrendered for no consideration depending on the extent to which the underwriter’s
over-allotment option is exercised.
|
⯀
|
20,000,000 Class A ordinary shares underlying units issued as part of this offering; and
|
⯀
|
5,000,000 Class B ordinary shares held by our initial shareholders.
|
⯀
|
the names and addresses of the members, a statement of the shares held by each member, and of the
amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of the shares of each member;
|
⯀
|
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.
|
⯀
|
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 (the “30-day redemption period”); and
|
⯀
|
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Redemption
Procedures—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.
|
⯀
|
in whole and not in part;
|
⯀
|
at a price of $0.10 per warrant;
|
⯀
|
upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares
determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A ordinary shares
except as otherwise described below;
|
⯀
|
if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Redemption
Procedures—Anti-Dilution Adjustments”) for any 20 trading days within the 30trading-day period ending three trading days before we send the notice of redemption to the warrant holders; and
|
⯀
|
if the closing price of the Class A ordinary shares for any 20 trading days within a 30trading-day
period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as
adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading Redemption Procedures—Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
Redemption Date (Period to Expiration of Warrants)
|
| |
Fair Market Value of Class A Ordinary Shares
|
||||||||||||||||||||||||
|
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
||
60 months
|
| |
0.261
|
| |
0.281
|
| |
0.297
|
| |
0.311
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
57 months
|
| |
0.257
|
| |
0.277
|
| |
0.294
|
| |
0.310
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
54 months
|
| |
0.252
|
| |
0.272
|
| |
0.291
|
| |
0.307
|
| |
0.322
|
| |
0.335
|
| |
0.347
|
| |
0.357
|
| |
0.361
|
51 months
|
| |
0.246
|
| |
0.268
|
| |
0.287
|
| |
0.304
|
| |
0.320
|
| |
0.333
|
| |
0.346
|
| |
0.357
|
| |
0.361
|
48 months
|
| |
0.241
|
| |
0.263
|
| |
0.283
|
| |
0.301
|
| |
0.317
|
| |
0.332
|
| |
0.344
|
| |
0.356
|
| |
0.361
|
45 months
|
| |
0.235
|
| |
0.258
|
| |
0.279
|
| |
0.298
|
| |
0.315
|
| |
0.330
|
| |
0.343
|
| |
0.356
|
| |
0.361
|
42 months
|
| |
0.221
|
| |
0.246
|
| |
0.269
|
| |
0.290
|
| |
0.309
|
| |
0.325
|
| |
0.340
|
| |
0.354
|
| |
0.361
|
39 months
|
| |
0.228
|
| |
0.252
|
| |
0.274
|
| |
0.294
|
| |
0.312
|
| |
0.328
|
| |
0.342
|
| |
0.355
|
| |
0.361
|
36 months
|
| |
0.213
|
| |
0.239
|
| |
0.263
|
| |
0.285
|
| |
0.305
|
| |
0.323
|
| |
0.339
|
| |
0.353
|
| |
0.361
|
33 months
|
| |
0.205
|
| |
0.232
|
| |
0.257
|
| |
0.280
|
| |
0.301
|
| |
0.320
|
| |
0.337
|
| |
0.352
|
| |
0.361
|
30 months
|
| |
0.196
|
| |
0.224
|
| |
0.250
|
| |
0.274
|
| |
0.297
|
| |
0.316
|
| |
0.335
|
| |
0.351
|
| |
0.361
|
27 months
|
| |
0.185
|
| |
0.214
|
| |
0.242
|
| |
0.268
|
| |
0.291
|
| |
0.313
|
| |
0.332
|
| |
0.350
|
| |
0.361
|
24 months
|
| |
0.173
|
| |
0.204
|
| |
0.233
|
| |
0.260
|
| |
0.285
|
| |
0.308
|
| |
0.329
|
| |
0.348
|
| |
0.361
|
21 months
|
| |
0.161
|
| |
0.193
|
| |
0.223
|
| |
0.252
|
| |
0.279
|
| |
0.304
|
| |
0.326
|
| |
0.347
|
| |
0.361
|
18 months
|
| |
0.146
|
| |
0.179
|
| |
0.211
|
| |
0.242
|
| |
0.271
|
| |
0.298
|
| |
0.322
|
| |
0.345
|
| |
0.361
|
15 months
|
| |
0.130
|
| |
0.164
|
| |
0.197
|
| |
0.230
|
| |
0.262
|
| |
0.291
|
| |
0.317
|
| |
0.342
|
| |
0.361
|
12 months
|
| |
0.111
|
| |
0.146
|
| |
0.181
|
| |
0.216
|
| |
0.250
|
| |
0.282
|
| |
0.312
|
| |
0.339
|
| |
0.361
|
9 months
|
| |
0.090
|
| |
0.125
|
| |
0.162
|
| |
0.199
|
| |
0.237
|
| |
0.272
|
| |
0.305
|
| |
0.336
|
| |
0.361
|
6 months
|
| |
0.065
|
| |
0.099
|
| |
0.137
|
| |
0.178
|
| |
0.219
|
| |
0.259
|
| |
0.296
|
| |
0.331
|
| |
0.361
|
3 months
|
| |
0.034
|
| |
0.065
|
| |
0.104
|
| |
0.150
|
| |
0.197
|
| |
0.243
|
| |
0.286
|
| |
0.326
|
| |
0.361
|
0 months
|
| |
—
|
| |
—
|
| |
0.042
|
| |
0.115
|
| |
0.179
|
| |
0.233
|
| |
0.281
|
| |
0.323
|
| |
0.361
|
⯀
|
we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory
provisions 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 the
Companies Law or that would amount to a “fraud on the minority.”
|
⯀
|
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 duly
authorized 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.”
|
⯀
|
annual reporting requirements are minimal and consist mainly of a statement that the company has
conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Law;
|
⯀
|
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 negotiable or bearer shares or shares with no par value;
|
⯀
|
an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
|
⯀
|
an exempted company may register by way of continuation in another jurisdiction and be deregistered in
the Cayman Islands;
|
⯀
|
an exempted company may register as a limited duration company; and
|
⯀
|
an exempted company may register as a segregated portfolio company.
|
⯀
|
if we are unable to complete our initial business combination within 24 months from the closing of
this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in
the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law;
|
⯀
|
prior to our initial business combination, we may not issue additional securities that would entitle
the holders thereof to (i) receive funds from the trust account or (ii) vote on our initial business combination;
|
⯀
|
although we do not intend to enter into a business combination with a target business that is
affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a
committee of independent directors, will obtain an opinion from an independent investment banking firm or a valuation or appraisal firm that such a business combination is fair to our company from
a financial point of view;
|
⯀
|
if a shareholder vote on our initial business combination is not required by law and we do not decide
to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the
Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
⯀
|
if our shareholders approve an amendment to our amended and restated memorandum and articles of
association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other material provisions relating to
shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of
their Class A ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the
limitations and on the conditions described herein; and
|
⯀
|
we will not effectuate our initial business combination solely with another blank check company or a
similar company with nominal operations.
|
(a)
|
the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial
institution;
|
(b)
|
the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a
recognized jurisdiction; or
|
(c)
|
the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or
incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors.
|
(i)
|
where this is necessary for the performance of our rights and obligations under any purchase agreements;
|
(ii)
|
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
|
(iii)
|
where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests,
fundamental rights or freedoms.
|
⯀
|
1% of the total number of ordinary shares then outstanding, which will equal 250,000 shares
immediately after this offering (or 287,500 if the underwriter exercises in full its over-allotment option); or
|
⯀
|
the average weekly reported trading volume of the Class A ordinary shares during the four calendar
weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
⯀
|
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 the
Exchange Act;
|
⯀
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as
applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current
Reports on Form 8-K; and
|
⯀
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.
|
1.
|
That no law which is hereafter enacted in the Cayman 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 nature of 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 Tax Concessions Law (2018 Revision).
|
⯀
|
our founders, sponsor, officers, or directors, or holders of our Class B shares or private placement
warrants;
|
⯀
|
financial institutions or financial services entities;
|
⯀
|
broker-dealers;
|
⯀
|
taxpayers that are subject to the mark-to-market tax accounting rules;
|
⯀
|
tax-exempt entities;
|
⯀
|
governments or agencies or instrumentalities thereof;
|
⯀
|
insurance companies;
|
⯀
|
regulated investment companies;
|
⯀
|
real estate investment trusts;
|
⯀
|
S corporations;
|
⯀
|
persons subject to special tax accounting rules as a result of any item of gross income with respect
to our units being taken into account in an applicable financial statement;
|
⯀
|
expatriates or former long-term residents of the United States;
|
⯀
|
persons that actually or constructively own five percent or more (by vote or value) of our shares;
|
⯀
|
persons that acquired our securities pursuant to an exercise of employee share options, in connection
with employee share incentive plans or otherwise as compensation;
|
⯀
|
persons that hold our securities as part of a straddle, constructive sale, hedge, conversion or other
integrated or similar transaction;
|
⯀
|
U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
|
⯀
|
controlled foreign corporations;
|
⯀
|
passive foreign investment companies; and
|
⯀
|
partnerships (or entities or arrangements classified as partnerships or other pass-through entities
for U.S. federal income tax purposes) and any beneficial owners of such partnerships.
|
⯀
|
an individual who is a citizen or resident of the United States;
|
⯀
|
a corporation (or other entity treated as a corporation for United States federal income tax
purposes);
|
⯀
|
organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
⯀
|
an estate whose income is subject to United States federal income tax regardless of its source; or
|
⯀
|
a trust, if (i) a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or
(ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person.
|
⯀
|
the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding
period for the Class A ordinary shares or warrants;
|
⯀
|
the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or
received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a
PFIC, will be taxed as ordinary income;
|
⯀
|
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in
its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other
items of income and loss for such year; and
|
⯀
|
an additional amount equal to the interest charge generally applicable to underpayments of tax will be
imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
|
⯀
|
a non-resident alien individual (other than certain former citizens and residents of the United States
subject to U.S. tax as expatriates);
|
⯀
|
a foreign corporation; or
|
⯀
|
an estate or trust that is not a U.S. Holder,
|
Underwriter
|
| |
Number of Units
|
Jefferies LLC
|
| |
|
Total
|
| |
20,000,000
|
|
| |
PAID BY
L&F ACQUISITION CORP.
|
|||
|
| |
NO EXERCISE
|
| |
FULL EXERCISE
|
Per Unit(1)
|
| |
$0.55
|
| |
$0.55
|
Total(1)
|
| |
$11,000,000
|
| |
$12,650,000
|
(1)
|
$0.20 per unit, or $4,000,000 in the aggregate (or $4,600,000 if the underwriter’s over-allotment
option is exercised in full), is payable to the underwriter upon the closing of this offering. $0.35 per unit, or $7,000,000 in the aggregate (or up to $8,050,000 in the aggregate if the
underwriter’s over-allotment option is exercised in full) payable to the underwriter for deferred underwriting commissions will be placed in a trust account located in the United States and released to the underwriter only upon the completion of an initial business combination.
|
⯀
|
the purchaser is entitled under applicable provincial securities laws to purchase the securities
without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106 —
Prospectus Exemptions
|
⯀
|
the purchaser is a “permitted client” as defined in National Instrument 31-103 — Registration
Requirements, 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.
|
⯀
|
a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;
|
⯀
|
a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have
provided an accountant’s certificate to the Company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related
regulations before the offer has been made;
|
⯀
|
a person associated with the Company under Section 708(12) of the Corporations Act; or
|
⯀
|
a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act.
|
⯀
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;
or
|
⯀
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation
or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities pursuant
to an offer made under Section 275 of the SFA except:
|
⯀
|
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any
person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; where no consideration is or will be given for the transfer;
|
⯀
|
where the transfer is by operation of law;
|
⯀
|
as specified in Section 276(7) of the SFA; or
|
⯀
|
as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore.
|
ASSETS
|
| |
|
Deferred offering costs
|
| |
$60,000
|
TOTAL ASSETS
|
| |
$60,000
|
|
| |
|
LIABILITIES AND SHAREHOLDER’S EQUITY
|
| |
|
Accrued offering costs
|
| |
$40,000
|
Total Current Liabilities
|
| |
40,000
|
|
| |
|
Commitments and Contingencies
|
| |
|
|
| |
|
Shareholder’s Equity
|
| |
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| |
—
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no
shares issued and outstanding
|
| |
—
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized;
5,750,000 shares issued and outstanding(1)
|
| |
575
|
Additional paid-in capital
|
| |
24,425
|
Accumulated deficit
|
| |
(5,000)
|
Total Shareholder’s Equity
|
| |
20,000
|
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| |
$60,000
|
(1)
|
Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the
underwriter’s over-allotment option is exercised (see Note 5).
|
Formation costs
|
| |
$5,000
|
Net loss
|
| |
$(5,000)
|
|
| |
|
Weighted average shares outstanding, basic and diluted(1)
|
| |
5,000,000
|
Basic and diluted net loss per ordinary share
|
| |
$(0.00)
|
(1)
|
Excludes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the
underwriter’s over-allotment option is exercised (see Note 5).
|
|
| |
Class B
Ordinary Shares
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Shareholder’s
Equity
|
|||
|
| |
Shares
|
| |
Amount
|
| ||||||||
Balance – August 20, 2020 (inception)
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Issuance of Class B ordinary shares to Sponsor(1)
|
| |
5,750,000
|
| |
575
|
| |
24,425
|
| |
—
|
| |
25,000
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(5,000)
|
| |
(5,000)
|
Balance – August 28, 2020
|
| |
5,750,000
|
| |
$575
|
| |
$24,425
|
| |
$(5,000)
|
| |
$20,000
|
(1)
|
Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the
underwriter’s over-allotment option is exercised (see Note 5).
|
Cash Flows from Operating Activities:
|
| |
|
Net loss
|
| |
$(5,000)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| |
|
Payment of formation costs through issuance of Class B ordinary shares
|
| |
5,000
|
Net cash used in operating activities
|
| |
—
|
|
| |
|
Net Change in Cash
|
| |
—
|
Cash – Beginning of period
|
| |
—
|
Cash – End of period
|
| |
$—
|
|
| |
|
Non-cash investing and financing activities:
|
| |
|
Deferred offering costs included in accrued offering costs
|
| |
$40,000
|
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares
|
| |
$20,000
|
⯀
|
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; and
|
⯀
|
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share
(as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the
warrant holders.
|
⯀
|
in whole and not in part;
|
⯀
|
at a price of $0.10 per warrant;
|
⯀
|
upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to
exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair
market value of the Class A ordinary shares;
|
⯀
|
if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public
share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption of
the warrant holders; and
|
⯀
|
if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per
share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
SEC/FINRA expenses
|
| |
$65,000
|
Accounting fees and expenses
|
| |
40,000
|
Printing and engraving expenses
|
| |
60,000
|
Travel and road show expenses
|
| |
20,000
|
Legal fees and expenses
|
| |
325,000
|
NYSE listing and filing fees
|
| |
85,000
|
Directors’ and officers’ liability insurance(1)
|
| |
|
Miscellaneous
|
| | |
Total .
|
| |
$1,000,000
|
(1)
|
This amount represents the approximate amount of annual directors’ and officers’ liability insurance premiums the registrant
anticipates paying following the completion of its initial public offering and until it completes an initial business combination.
|
Item 14.
|
Indemnification of Directors and Officers.
|
Item 15.
|
Recent Sales of Unregistered Securities.
|
Item 16.
|
Exhibits and Financial Statement Schedules.
|
EXHIBIT NO.
|
| |
DESCRIPTION
|
1.1
|
| |
Form of Underwriting Agreement.*
|
3.1
|
| |
Memorandum and Articles of Association.*
|
3.2
|
| |
Amended and Restated Memorandum and Articles of Association.*
|
4.1
|
| |
Specimen Unit Certificate.*
|
4.2
|
| |
Specimen Ordinary Share Certificate.*
|
4.3
|
| |
Specimen Warrant Certificate.*
|
4.4
|
| |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
|
5.1
|
| |
Opinion of Kirkland & Ellis LLP.*
|
5.2
|
| |
Opinion of Maples and Calder, Cayman Islands legal counsel to the Registrant.*
|
10.1
|
| |
Form of Letter Agreement among the Registrant, JAR Sponsor, LLC and each of the officers and
directors of the Registrant.*
|
10.2
|
| |
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company
and the Registrant.*
|
10.3
|
| |
Form of Registration and Shareholder Rights Agreement among the Registrant, JAR Sponsor, LLC and the
Holders signatory thereto.*
|
10.4
|
| |
Form of Private Placement Warrants Purchase Agreement among the Registrant and JAR Sponsor, LLC.*
|
10.5
|
| |
Form of Indemnity Agreement.*
|
10.6
|
| |
Promissory Note issued to JAR Sponsor, LLC.*
|
10.7
|
| |
Securities Subscription Agreement between JAR Sponsor, LLC and the Registrant.*
|
10.8
|
| |
Form of Administrative Services Agreement between the Registrant and JAR Sponsor, LLC.*
|
23.1
|
| |
Consent of WithumSmith+Brown, PC.*
|
23.2
|
| |
Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).*
|
23.3
|
| |
Consent of Maples and Calder (included on Exhibit 5.2).*
|
24.1
|
| |
Power of Attorney.*
|
Item 17.
|
Undertakings.
|
(a)
|
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
|
(b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such
issue.
|
(c)
|
The undersigned registrant hereby undertakes that:
|
(1)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 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 statement as of the time it was declared effective.
|
(2)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
| |
L&F Acquisition Corp.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
|
|
| |
|
| |
Name: Adam Gerchen
|
|
| |
|
| |
Title: Chief Executive Officer
|
Name
|
| |
Position
|
| |
Date
|
|
| |
|
| |
|
|
| |
Chairman
|
| |
, 2020
|
Jeffrey C. Hammes
|
| |||||
|
| |
|
| |
|
|
| |
Chief Executive Officer
(Principal Executive Officer)
|
| |
, 2020
|
Adam Gerchen
|
| |||||
|
| |
|
| |
|
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
| |
, 2020
|
Tom Gazdziak
|
| |||||
|
| |
|
| |
|
|
| |
Director
|
| |
, 2020
|
Richard Levy
|
|