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“we,” “us,” “company” or “our company” are to Green Visor Financial Technology Acquisition Corp. I, a Cayman Islands exempted company.

Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and a subsequent issuance of Class A ordinary shares or as otherwise permitted by our amended and restated articles of association.

Unless we tell you otherwise, the information in this prospectus assumes that the underwriter will not exercise its over-allotment option.

General

We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business in the Financial Technology (or “FinTech”) sector that can benefit from our differentiated and proprietary deal flow, leading brand name and global network. We believe our management team is well suited to identify opportunities that have the potential to generate attractive risk-adjusted returns for our shareholders.

Our sponsor is an affiliate of Green Visor Capital. Given Green Visor Capital’s reach and experience, and our team’s investment, operational, diligence and capital raising expertise, we believe we are well-equipped to effect a business combination with an attractive target and to position it for long-term success in the public markets.

Green Visor Capital

Based in San Francisco, our sponsor is Green Visor Capital (“Green Visor Capital”) a venture capital firm that invests in, and works with, socially responsible entrepreneurial management teams that use innovative technology to solve substantive problems in financial services. Green Visor Capital, which manages three venture capital funds and a number of special purpose vehicles, focuses primarily on FinTech with the core investment thesis that technological advances, regulatory changes, and changing consumer sentiments, especially among younger generations, have unleashed a wave of disruptive forces that will fundamentally reshape the competitive order of the financial services industry in the coming years. Green Visor Capital launched operations in 2013 and its members include, Joe Saunders, the former Chairman and CEO of Visa Inc., Sam Wen, a founding team member of Square Inc., Lou Forster, formerly a Senior Managing Director of Cerberus Capital Management and Chairman of Cerberus Asia Pacific Advisors, and Mike Walsh, a long-time public and private investment professional. Green Visor Capital’s Founder and Managing Partner is Simon Yoo, a long-time financial services professional. Collectively, the members of Green Visor Capital have decades of operating and investing experience across the financial services and technology industries. Green Visor’s core investment team has been working together since Green Visor Capital’s launch in 2013.

Green Visor Capital has invested in forty portfolio companies that run the spectrum of FinTech including but not limited to digitization of payments and e-commerce platforms; technology-enabled lending; business automation; PropTech (i.e., commercial real estate technology solutions); digital assets and smart contracts; public and private market data services; capital markets trading and infrastructure; and compliance and security solutions. Notable portfolio companies include: Flutterwave, Cloud Lending Solutions (acquired by Q2 Holdings), DataFox (acquired by Oracle), CrowdStreet, DharmaLabs, FiscalNote, Negotiatus, Notabene, Nowsta, OneChronos,

 

Polygon.io, Proof Trading, Simpl, ThinkNum, and WeFunder. Green Visor Capital’s portfolio companies have attracted in total over two billion dollars in financing from third parties, including investments from Visa, MasterCard, PayPal, S&P Global, Google, Salesforce, FIS, Goldman Sachs, ABN Amro, Coinbase, Slack, Tiger Global, Avenir Ventures, GreyCroft Ventures, Insight Venture Partners, NEA, DST Global, Khosla Ventures, Data Collective, Bessemer Venture Partners, and Initialized Capital, among others.

Green Visor FinTAC I is focused on effecting an initial business combination in FinTech with the support of Green Visor Capital. We believe that we are living in a time of unprecedented advances in technology, the implementation of which has disrupted incumbents across a range of industries, institutions, governments, and regulators. In the preceding decade, technology companies have upended the longstanding competitive orders within a number of areas including but not limited to computing, consumer electronics, media, retail commerce, telecommunications, legal, life sciences, logistics, travel, lodging, and transportation, and the financial services industry has been no less immune to the same seismic shifts being wrought by ongoing innovations in technology. We believe that Green Visor Capital and Green Visor FinTAC I are well positioned to identify investment opportunities within this backdrop given our combined track record as investors, advisers, and operators. We also believe that the collective expertise and professional network within financial services of Green Visor Capital and our Executive Team afford our company significant insights into the regulatory complexities unique to the financial services industry. Green Visor Capital and our Executive Team also maintain longstanding relationships with strategically relevant counterparties that can be brought to bear on behalf of a target company’s management team and board of directors, including an extensive network of institutional investor relationships which can be accessed for potential private investments in public equity transactions.

Our Board of Directors and Management

We believe that our Executive Team and board of directors possess market leading expertise within not just financial services and technology, but with regards to diversity and positive social impact, and can execute on the opportunity set we see in the global FinTech ecosystem. Green Visor FinTAC I’s management team comprises among others Joe Saunders, the former Chairman and CEO of Visa Inc., one of the world’s largest and most important payments companies, Ellen Richey, the former vice chairman of Visa, Inc., who headed the risk, payment security, compliance, legal, and public policy functions during her tenure there, and Sam Wen, a founding team member of, and leading engineer at, Square, Inc. We believe few venture capitalists, SPAC sponsors, and management teams possess the depth of our domain expertise or operating experience. We believe there is simply no substitute for actual operating experience, which our management team has in abundance.

Joe Saunders serves as our Chief Executive Officer and Chairman of the Board. Joe Saunders also serves as Chairman and General Partner at Green Visor Capital and is on the board of FinTech companies such as Flutterwave, Simpl, Mercury Financial, and Happy Money, among others. Joe also serves as a special advisor for the private equity firm Reverence Capital Partners, which invests in FinTech among other industries. Prior to Green Visor Capital, Joe was the Chairman and CEO of Visa from 2007 until 2013. During the midst of the global financial crisis, he successfully took Visa public in 2008. Prior to this role, Joe was President and CEO of Providian Financial Corporation from 2001, and Chairman of the board of directors from 2002. Following Providian’s 2005 acquisition by Washington Mutual, Joe served as Washington Mutual’s President of Card Services for a transitional period from 2005 to 2007. From 1997 until 2001, Joe served as Chairman and CEO of Fleet Credit Card Services at FleetBoston Financial Corporation. Prior to joining FleetBoston, Joe spent 12 years at Household International, Inc., where he held various senior roles including CEO of Card Services and head of the private label credit card business. Joe was a member of the Visa U.S.A. board of directors from 2002 to 2007, a member of the Visa International Service Association board of directors from 2005 to 2007, and the Executive Chairman of Visa International’s Transition Governance Committee until the formation of Visa Inc. in 2007. From 1993 to 1997, Joe served as a member of the boards of MasterCard International Inc. and MasterCard U.S.A., and was elected Chairman of MasterCard International’s board in 1996. He also

 

served as a director of NewStar Financial, Inc. from 2006 to 2007. Joe received his BA and MBA from The University of Denver.

Ellen Richey serves as our Executive Vice President and Director. Ellen has over forty years of legal and risk management, and executive leadership experience. She served as Visa Inc.’s vice chairman, risk and public policy, and chief risk officer from 2014 until her retirement in 2019. Before assuming the role of vice chairman at Visa, Ellen concurrently served as chief legal officer and chief enterprise risk officer, and she was a member of Visa’s executive committee throughout her tenure. In those positions, she was responsible for the legal function as well as oversight of Visa’s operational resilience, compliance, audit and risk teams, including payment system risk, settlement risk and enterprise risk. Prior to joining Visa, she worked at Washington Mutual Inc. as senior vice president of enterprise risk management and executive vice president of card services, and served as vice chairman of Providian Financial Corporation, where she had responsibility for the enterprise risk management, legal, corporate governance, corporate relations, compliance and audit functions. Ellen served on the Board of Visa Europe Ltd from 2016 to 2019 and currently serves on the board of the Green Dot Corporation, a financial technology and registered bank holding company focused on making modern banking and money movement accessible for all, as well as Cantaloupe, Inc., a software and payments company that provides end-to-end solutions for the unattended retail market. She received a BA in Linguistics and Far Eastern Languages from Harvard University and a JD from Stanford Law School, and served as a law clerk for Associate Justice Lewis F. Powell, Jr. of the United States Supreme Court.

Sam Wen serves as our Vice President and Chief Technology Officer. Sam is an engineer and entrepreneur, and a long-time venture partner at Green Visor Capital. Sam was a member of the founding team at Square, Inc. where he helped develop the software algorithm that enables the card reading capabilities of all Square devices on iOS and Android phones and tablets. In addition to his time at Square, Sam has held founder and senior leadership roles at other FinTech startups, including most recently as the Head of Engineering at Grid, and also serves as an angel investor and advisor to a number of early-stage companies. Sam holds a BS in Electrical Engineering and Computer Engineering from Washington University in St. Louis.

Richard Kim serves as our Vice President and Chief Financial Officer. Richard was the Chief Financial Officer and Senior Vice President of Finance, Capital Markets & Treasury of FiscalNote, a global technology company that provides customers with global policy data and expert insights through software solutions. Prior to FiscalNote, Richard was a senior executive on the finance and capital markets teams at Kabbage, a financial services data and technology company that provides automated lending to small businesses and was recently sold to American Express. Richard was previously an investment banker at Goldman Sachs, UBS and Natixis, and earlier in his career, invested private equity and mezzanine capital into investment opportunities while at Ripplewood Holdings and AlpInvest Partners. Richard holds a BA in Economics and Asian Studies from Amherst College. He also holds an MBA in Finance, Accounting and Management & Organizations from Northwestern University’s Kellogg School of Management.

Evan Marwell will serve as an Independent Director upon the closing of this offering. Evan is the founder and CEO of EducationSuperHighway. In just eight years, EducationSuperHighway connected nearly 47 million students in 99.7% of America’s classrooms to high-speed broadband. A recipient of the San Francisco Chronicle’s Visionary of the Year award and a serial entrepreneur, Evan launched companies over the last 25 years in the telecom, software, hedge fund, and consumer retailing industries including INFONXX and Criterion Capital Management. Evan is an honors graduate of Harvard College and Harvard Business School, an advisor to high-potential social entrepreneurs, and the board chair of myAgro, a non-governmental organization (“NGO”) assisting smallholder farmers in Africa move out of poverty. He is also a member of the board of directors at CORE Business Technologies, Recidiviz, Direct Relief and Millenium.org. Previously, Evan served on the board of directors of Centra Software and PeopleSupport and was the chairman of the board of directors of the Katherine Delmar Burke School.

Kate Cassino will serve as an Independent Director upon the closing of this offering. Kate is currently CEO of Flatiron School, an education innovator teaching in-demand tech skills through

 

direct-to-consumer, enterprise, and university partnership channels. Prior to Flatiron School, Kate was the CEO of Hobsons, a global education technology company, where she led its sale to Vista Equity-backed PowerSchool and EAB in two transactions, totaling $410 million. Before Hobsons, Kate was CEO of Dodge Data and Analytics, an operating company owned by S&P Global. Kate led the sale of Dodge Data & Analytics to Symphony Technology Group for $320 million. Kate has worked on the digital strategies and data monetization efforts for numerous information and media businesses, including Platts, JD Power & Associates, BusinessWeek, Aviation Week, and several ABC-affiliate broadcasting stations. She served as an inaugural board member of McGraw Hill’s Women in Networking Success organization. She was recently appointed as a member of the Finance Council for St. Elizabeth’s of Hungary Church. Kate is the recipient of EdTech Digests “2021 National Leader Award” and Folio Magazine’s “2014 Folio 100 Award for Vision.” She is also a former trustee for the National Building Museum in Washington, DC. Kate holds a BA in English and Education from Columbia University, Barnard College and completed an Executive Education Program from Columbia Business School.

Christopher Wendel will serve as an Independent Director upon the closing of this offering. Christopher is the President and Co-Founder at Volta Charging, a technology company working to accelerate the arrival of electric vehicle (“EV”) charging with a national network of free charging stations. Prior to Volta, Christopher worked as the Head of Equity Sales, Asia at Lehman Brothers and as Global Head of Equity Sales at Nomura Securities. Prior to Lehman Brothers, Christopher worked for 12 years in executive positions at Goldman Sachs in the United States, Germany, and Japan. Christopher was an early investor in Volta and joined Volta as partner and CFO in 2012.

With respect to the above, past performance of our management team or Green Visor Capital and its affiliates is not a guarantee of either (i) success with respect to a business combination that may be consummated or (ii) the ability to successfully identify and execute a transaction. You should not rely on the historical record of management or Green Visor Capital and its affiliates as indicative of future performance. See “Risk Factors — Risks Relating to Our Securities — Past performance by Green Visor Capital or its affiliates, including our management team, may not be indicative of future performance of an investment in us.” For a list of our executive officers and directors and entities for which a conflict of interest may or does exist between such officers and directors, on the one hand, and the company, on the other hand, please refer to “Management — Conflicts of Interest.”

Certain of our executive officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, Green Visor Capital and investment funds, co-investment vehicles and other entities managed by Green Visor Capital or its affiliates and to certain companies in which Green Visor Capital or such entities have invested. As a result, if any of our executive officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations (including, without limitation, Green Visor Capital or any Green Visor Capital funds or other investment vehicles), then, he or she may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets Green Visor Capital typically considers most attractive for Green Visor Capital’s funds and the types of acquisitions we expect Green Visor Financial Technology Acquisition Corp. I to find most attractive. As a result of due diligence from the broader platform, we may become aware of a potential transaction that is not a fit for the traditional investing activities of Green Visor Capital but that is an attractive opportunity for Green Visor Financial Technology Acquisition Corp. I. In addition to the above, our officers and directors are not required to commit any specific amount of time to our affairs, and, accordingly will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Our amended and restated memorandum and articles of association will provide that, to the maximum extent permitted by law, we will renounce any interest or expectancy in, or in being offered an opportunity to participate in any

 

business combination opportunity (i) which may be a corporate opportunity for both us and another entity, including any entities managed by Green Visor Capital or its affiliates and any companies in which Green Visor Capital or such entities have invested about which any of our officers or directors acquires knowledge; or (ii) the presentation of which would breach an existing legal obligation of a director or officer to another entity, and we will waive any claim or cause of action we may have in respect thereof. In addition our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.

Business Strategy

Green Visor FinTAC I seeks to identify a business combination opportunity that will create value for all stakeholders by leveraging its competitive strengths, namely the following:

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Renowned management team with extensive operational and acquisition experience in FinTech sector:   We believe that our leadership team, led by Joe Saunders, comprises some of the most well-respected and qualified leaders across the FinTech landscape. Our Executive Team has decades of executive operating experience, including executive stewardship of public companies, having overseen more than a dozen acquisitions, having completed one the largest IPOs in the history of US financial services, and having been a part of a number of prominent early FinTech listings over the past decade.

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From an operational perspective, our team will also leverage Ms. Richey’s extensive knowledge of security and compliance matters, developed during her long tenure at Visa and Providian Financial Corporation, and Mr. Wen’s in technology, as member of the founding team at Square. At Square, Mr. Wen was responsible for helping create the swipe algorithm and hardware that powers the credit card reading capabilities of all Square devices that eventually led to seven issued patents.

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Successful track-record of value creation for shareholders:   During their time at Visa, Mr. Saunders and Ms. Richey led Visa’s transition from a mutual company into one of the vanguard FinTech companies in the public markets. Despite the challenging backdrop of the global financial crisis, Mr. Saunders successfully led Visa to its IPO in early 2008, which was the largest IPO in the history of the United States at that time. During Mr. Saunders’ tenure as CEO, Visa managed to increase its annual revenue by more than 60% and its annual net income by more than 160%, resulting in a more than 160% total return to shareholders. Previously, Mr. Saunders successfully led the rescue and restructuring of Providian Financial. Mr. Saunders joined as CEO and President in November 2001, with the stock trading at $3.12 per share, and eventually became its Chairman of the Board, until its sale to Washington Mutual Inc. in October 2005 for $18.71 per share (resulting in almost a 500% return during his tenure). In parallel, Ms. Richey designed and oversaw the payment security and compliance infrastructure at Visa to help prepare for its IPO in 2008, and over the years, she was responsible for ensuring that Visa continued to drive the advancement of payment security, in addition to serving as its voice with legislators, regulators and clients globally regarding payment system security. She was also responsible for coordinating other similar initiatives combining business and policy issues of strategic importance to Visa, including market entry and global crisis management at the executive level.

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FinTech-specific network and sector expertise:   Green Visor Capital’s extensive network of FinTech entrepreneurs, operating executives, and senior financial services and technology advisers can be leveraged to originate investment opportunities across the technology sector with a particular emphasis within FinTech. We intend to utilize our deep domain expertise and contacts within the financial services and technology industries to add value in solving key operational challenges at any target company with whom we seek to enter into our initial business combination.

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Disciplined investment process:   With five partners dedicated to FinTech investing, Green Visor Capital has evaluated thousands of investment opportunities since 2013 and has deployed its thorough and disciplined investment strategy to make forty investments in FinTech. Green Visor Capital maintains strict discipline around due diligence on each investment opportunity, with particular focus on strategy, execution plans, management, industry size and trends, and valuation among others.

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Execution capabilities:   Our leadership team has significant experience in guiding companies through their transition and assisting with continued decision-making and additional strategic capital raises where appropriate.

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Ability to help scale business and accelerate growth:   Green Visor Capital collaborates with target management teams to help grow their business in a variety of ways including, but not limited to, assessing areas of strategic investment, acquiring talent, identifying potential partnerships, and evaluating acquisitions. Green Visor Capital has held board or board observer positions at more than three-quarters of its portfolio companies. Green Visor Capital’s portfolio companies have gone on to raise over $1 billion in additional capital and have attracted investments from and formed partnerships with a number of strategic investors, including Visa, MasterCard, FIS, Slack, S&P Global, PayPal, Goldman Sachs, Salesforce, and Coinbase, and from well-known venture capital and growth equity investors, including Tiger Global, Insight Partners, DST Global, Greycroft, Initialized, Polychain, Data Collective, e.ventures and True Ventures. Additionally, Green Visor Capital’s portfolio companies have been acquired by leading technology companies, such as Oracle and Q2 Holdings.

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Through the above actions, we believe Green Visor FinTAC I offers management teams of growth-stage FinTech companies a compelling source of capital, unparalleled counsel, and operational value-add as compared to industry agnostic, generalist funds or special purposes acquisition companies. We have formed lasting relationships with scores of founders and management teams in the United States and abroad, which our management team will seek to leverage in identifying and consummating an attractive business combination.

Market Opportunity

Our core focus is on the FinTech sector. This sector has characteristics that we believe are key for investment success, including positive secular trends, large addressable markets, strong growth, sizable revenue streams, and opportunities for compelling long-term risk-adjusted returns. Given the experience, knowledge, leadership and reach of Green Visor Capital and our Executive Team, we believe that we are particularly well-suited to identify a strong business combination within the FinTech sector.

Financing activity within the FinTech sector has been extraordinarily active, with financing volumes in 2020 achieving the highest ever at approximately $130 billion. This figure includes a record 268 financing rounds of  $100 million or more. Historically, FinTech was an underinvested sector as global FinTech financing was only approximately $11 billion in 2010. Since then, FinTech financing has seen an almost twelve-fold increase over the past decade, and has become one of the fastest growing investment categories in terms of dollars invested and value created. In our focus sector, the number of companies that have achieved “unicorn” status (suggesting an estimated enterprise valuation for each company of  $1 billion or more) over the last few years has continued to increase, with more than 210 new “unicorn” companies emerging since January 2014 (based on data from Pitchbook), including successful companies such as Stripe, Checkout.com, Chime, Revolut, Robinhood, Marqeta, and AvidXchange, which are disrupting their respective verticals. FinTech funding in 2020 focused increasingly on payments, banking and lending technologies, e-commerce platform and financial management solutions, and wealth management and capital markets technology. While momentum in the FinTech community continues to grow, we believe that the largest opportunities for change and value creation in the financial services industry have yet to be realized. Finally, we are open to combining with businesses owned by founders, families and venture investors, businesses controlled by private equity firms, and businesses that are

 

candidates for corporate divestiture, which increases the number of potential combination opportunities available to us.

Our conviction in entering into a business combination with a FinTech company and potentially creating significant public shareholder value as a result is informed by the following market trends:

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Mobile revolution driving financial inclusion.   There are over 1.6 billion people that are unbanked in the world, and traditional financial institutions are unable to service these individuals. In 2020, there were estimated to be 6.1 billion smartphone subscriptions, and 80% of all new smartphone subscriptions were in Asia Pacific, the Middle East and Africa. Nearly two thirds of all time spent on the internet is conducted through a hand-held device. We believe that the pervasiveness — if not near ubiquity — of mobile platforms has the potential to enable much greater financial inclusion. The COVID-19 pandemic has also contributed to the acceleration of consumer adoption of digital financial products, driving a dramatic rise in the use of FinTech applications as the pandemic affects the way consumers interact, live, work and take care of their finances. Investment apps experienced 88% growth in average sessions per day from January to June 2020, and payment app sessions increased 49% globally during the first half of 2020 compared to the same period in 2019. To satisfy such consumer demand, digital transformation in financial services is well underway with continued decline of in-branch banking, further accelerated by the pandemic.

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Acceleration in e-commerce.   Global online retail sales were approximately $3.4 trillion in 2019, and this figure is expected to grow to approximately $5.9 trillion by 2023, representing a 15% compound annual growth rate. Despite this growth, e-commerce still only accounted for approximately 14% of total global retail sales in 2019. The pandemic accelerated the shift to e-commerce by two years, with online retail sales in the U.S. increasing in 2020 by nearly one-third to $795 billion, according to research firm eMarketer. Merchants are investing heavily into online and omni-channel solutions in order to present more modern shopping, payment and checkout experiences. We believe that younger consumers will further drive adoption of e-commerce as they continue to represent a greater portion of spend, given this consumer demographic’s preference to shop online.

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Digital transformation and business process automation.   Evolving customer expectations, competition, increasing regulatory complexity, pressure to streamline operations and other factors are driving the push for innovation, thus positioning FinTech companies that enable digital transformation to capitalize on these trends. Financial institutions increasingly rely on automated processes or third-party vendors to increase product certainty and reduce time to market and costs, while enterprises need automation to render their internal processes more efficient, improve treasury and cash flow management, reduce errors and accelerate payment cycles. The addressable market for digital transformations for financial institutions is extensive, considering that Gartner forecast almost $618 billion in Banking and Securities information technology spending in 2020, of which almost $116 billion was for software solutions and which are projected to grow at an 11% compound annual growth rate (2020-2024). Digital transformation is a key priority for 85% of banks, and 60 to 80% of banks also plan to increase investment in cloud technology over the next three years according to a 2018 report by Ernst & Young.

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Data As The New Oil.   The explosion in data and data capture on big data scales is a relatively recent phenomenon. In order to make use of applications with predictive analytics, enormous data sets must be collected and stored in close proximity to the computer processing power. Regardless, many traditional enterprises are not able to directly compete with digital-first companies because their legacy information technology systems cannot easily process big data or utilize artificial intelligence (“AI”). In disruptive fashion, innovative FinTech companies are capitalizing on this significant growth in data to improve financial services for consumers and businesses alike. Big data and predictive analytics are being incorporated to make more well-informed loan underwriting decisions which enable lenders to more accurately price risks associated with transactions, while also benefitting consumers who have traditionally been underserved. We believe that this greater ability to

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improve personalization of financial solutions will drive increased economic activity and improve engagement with consumers. Furthermore, leading technology companies are helping businesses to utilize this wealth of data to better evaluate and more proactively manage operating risks, including developing more robust know-your-customer (“KYC”), fraud reduction, and third-party risk management solutions.

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The Rise of the API Economy.   Application Programming Interfaces (“APIs”) are a critical building block for today’s software developers, entrepreneurs, and enterprises. The exposure of an organization’s digital services and assets through APIs allows microservices to flourish through ease of communication among applications, enabling as examples: vendors meeting the needs of specific groups of customers without having to redesign their overall software architectures; applications communicating with each other in real time, a key component in building predictive applications; and the capture of large, non-traditional data sets that can be used to train machine learning algorithms. It is important to note that “microservices” does not mean small scale value creation. We believe that billions of dollars in value can be created through a well-conceived API offering. The use of APIs is enabling the distribution of traditional financial services within typically non-financial programs or services, from retailers offering loan financing at the point of purchase to ridesharing companies offering financial products to both drivers and customers. Such integration of payment, lending, insurance and other financial services into non-financial activities, otherwise known as “embedded finance,” is forecast to reach $230 billion in revenues by 2025 compared to $22.5 billion in 2020, and we believe innovative FinTech companies are well positioned to partner with non-financial companies to capture the immense market value creation generated by such incremental revenues. In the previous decade, SaaS was utilized by individuals. We believe the next big wave in SaaS is that today’s large-scale users of software are no longer just people but rather software using each other as well.

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The Need for Greater Cybersecurity.   Vulnerabilities to cyber criminals or hostile nation states are now greater than ever. With the emergence of an Internet of Things (“IoT”) world, everyday items like lighting systems, TVs, jet engines, and electric vehicles are now connected to the internet. These devices are not always secure. For example, the Mirai attack in October 2016 compromised tens of millions of IoT devices across the globe. This cyberattack was conducted remotely and infected scores of companies, including Amazon and Netflix, with massive denial of service (“DoS”) attacks. In 2017, Equifax, one of the big three US credit bureaus, disclosed a major data breach that impacted 143 million individuals, not only in the United States, but also in Canada and the United Kingdom. Other significant breaches include those disclosed by SolarWinds, Facebook and Yahoo!. The information compromised by these breaches included names, social security account numbers, dates of birth, and addresses. Large subsets of the affected individuals had credit card numbers and driver’s license numbers compromised. These high-profile data breaches resulted in significant negative impact on these companies and indicates that even the largest companies may not be investing enough in their security and compliance infrastructure to prevent future data breaches. We believe that the need for companies to enhance their security and compliance systems and procedures can result in tremendous growth and investment opportunities in the sector.

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Benefiting from the foregoing themes, pre-IPO FinTech companies with new technologies and business models, unburdened by the legacy systems of traditional financial institutions, have the potential to further unlock significant value if provided access to the public market capital and operational and financial expertise that we believe a business combination with our company would offer. We believe that Green Visor FinTAC I is well positioned to make the most of this opportunity.

While we may pursue an acquisition opportunity in any business, industry, sector, geography or thematic area, we intend to focus our search for an initial business combination within one or more of the following FinTech investment themes:

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Payments:   Includes electronic payment processing solution providers; merchant acquirers and payment gateways serving merchants, enterprises, governments and educational

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institutions; debit and credit payment networks and other electronic bank-to-bank payment solutions; virtual card solution providers; consumer payment solutions including digital wallets, person-to-person (“P2P”) payments, and other mobile payment solutions; consumer money transfer solutions; cross-border and foreign currency solutions for businesses; payment specific hardware including automated teller machines (“ATMs”) and point-of-sale software platforms and terminals; e-commerce platforms and checkout solutions; and loyalty and rewards solutions;

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Banking Technology and Financial Infrastructure:   Includes technologies and solutions underlying key banking functions and product delivery; challenger banking platforms; card-issuing solutions; buy-now-pay-later solution providers and other alternative non-bank lending solutions targeting consumers and small-to-medium sized businesses; personal financial management; enterprise banking technology including core bank processors; online and mobile banking solution providers; lending technology; and data analytics providers targeting credit scoring, underwriting and product pricing; Banking-as-a-Service (“BaaS”) solutions, account aggregation; software that enables payments, such as payment facilitator solutions; and software that monitors, manages and protects key technology delivery infrastructure, such as network connectivity, bandwidth, storage, database, computing resource, and device management;

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Financial Automation Technology:   Includes solutions that digitize and improve the financial operations of all organizations; accounts payables, accounts receivables and billing and invoicing automation solutions; expense and spend management solutions; enterprise resource management solutions; online accounting software; financial planning, budgeting and forecasting solutions; treasury solutions; tax solutions; supply chain financing; payroll processing; human resource and benefits management platforms; and risk management and compliance solutions;

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Artificial Intelligence and Predictive Applications:   Includes software and/or data that enable customers to gather and process information that can be used to inform key business insights and decisions;

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Blockchain and Cryptocurrencies:   Includes crypto currency related payment solutions, blockchain technologies; trading platforms; and other solutions related to cryptocurrencies and distributed ledger technologies; and

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Cybersecurity and Compliance:   Includes fraud prevention and transaction security solutions; digital identity protection solutions; anti-money laundering and know-your-customer solutions; and cybersecurity solutions including endpoint, cloud, network, application, and data security.

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Acquisition Criteria

The Executive Team seeks a combination with a visionary management team(s) and entrepreneur(s) in the United States or abroad who challenge the status quo and seek to better promote inclusion, transparency, and efficiency through the innovative use of technology. The teams at Green Visor Capital and Green Visor FinTAC I have decades of combined experience sourcing investment and acquisition opportunities.

In pursuing its investment thesis, the Executive Team has defined its mission as follows: (1) to seek potential target companies that use technology in novel ways to solve substantive issues (e.g. fair access to credit and serving the underbanked) in financial services; (2) to work with socially responsible minded and inclusive management teams; and (3) to generate large scale returns for our stakeholders. We will evaluate companies both in the United States and other regions where we have meaningful relationships, experience, and insight and will focus on a number of salient investment criteria.

Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these

 

criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into an initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe have the following salient investment criteria:

In addition to these business criteria, we expect any acquisition target to be ready or nearly ready to be a public company. We will only target companies that have a high degree of readiness to adopt appropriate levels of corporate governance, financial reporting, compliance and internal controls. In summary, we seek to entice top-tier management teams and entrepreneurs who may have historically had a reluctance to go public via a traditional listing process, due to potential inefficiencies and transaction costs. We can offer these high growth companies an expedited path to a public listing through a business combination with our special purpose acquisition company, which by contrast, offers a more seamless transition to becoming a public company, while our Executive Team can serve as able and experienced stewards in such transition to the public markets.

Green Visor Capital and the Executive team will also endeavor to combine with and support socially responsible management teams and companies. Our team believes that advances in technology, especially in the lowering of information costs, will continue to bring inefficiencies and questionable actors to light. Changes driven by technology are putting more information — and thus power — in the hands of individuals. In short, we believe that in this new era of FinTech that enterprises will find it increasingly difficult to achieve lasting success without being both operationally exceptional and socially responsible. For example, we would not seek a business combination with a company focused on payday lending.

 

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers, directors or existing holders, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from either an independent investment banking firm or an independent accounting firm.

Members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, as a result of the nominal purchase price paid by the sponsor for its founder shares, our sponsor, officers and members of our board of directors stand to make a substantial profit on their investments even if the stock price of the company resulting from our initial business combination subsequently declines in value.

Initial Business Combination

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion with respect to the satisfaction of such criteria from an independent investment banking firm or an independent valuation or accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses. While we would not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations, we would be permitted to effectuate a business combination with an operating company together with one or more other blank check companies.

We may, at our option, pursue an acquisition opportunity jointly with one or more parties affiliated with Green Visor Capital, including without limitation, officers and partners of Green Visor Capital, investment funds, co-investment vehicles and other entities managed by affiliates of Green Visor Capital and/or investors in funds, co-investment vehicles and other entities managed by affiliates of Green Visor Capital. Any such party may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the

 

acquisition by issuing to such parties a specified future issuance. The amount and other terms and conditions of any such joint acquisition or specified future issuance would be determined at the time thereof.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

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

In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us.

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

Other Considerations

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Green Visor Capital or our sponsor, executive officers or directors. In the event we seek to complete our initial business combination or, subject to certain exceptions, subsequent material transactions with a company that is affiliated with Green Visor Capital, our sponsor or any of our executive officers, directors or existing holders, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that such initial business combination or transaction is fair to our company from a financial point of view.

 

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

Green Visor Capital manages multiple investment vehicles, and may raise additional funds in the future, which may be during the period in which we are seeking our initial business combination. These Green Visor Capital investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.

In addition, certain of our executive officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, co-investment vehicles and other entities managed by Green Visor Capital or its affiliates and certain companies in which Green Visor Capital or such entities have invested. As a result, if any of our executive officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations (including, without limitation, any Green Visor Capital funds or other investment vehicles), then, he or she may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Green Visor Capital or our executive officers or directors affiliated with Green Visor Capital may be suitable for both us and a current or future Green Visor Capital fund, portfolio company or other investment entity and may first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Green Visor Capital, any of our executive officers or directors who are also employed by Green Visor Capital or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Green Visor Capital. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Green Visor Capital is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we will not consider a business combination with any company that has already been identified to Green Visor Capital as a suitable acquisition candidate for it, unless Green Visor Capital, in its sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity in accordance with Green Visor Capital’s applicable existing and future policies and procedures. To address the matters set out above, our amended and restated memorandum and articles of association will provide that, to the maximum extent permitted by law, we will renounce any interest or expectancy in, or in being offered an opportunity to participate in any business combination opportunity (i) which may be a corporate opportunity for both us and another entity, including any entities managed by Green Visor Capital or its affiliates and any companies in which Green Visor Capital or such entities have invested about which any of our officers or directors acquires knowledge; or (ii) the presentation of which would breach an existing legal obligation of a director or officer to another entity, and we will waive any claim or cause of action we may have in respect thereof. In addition our amended and restated articles of association will contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.

Our directors and executive officers, Green Visor Capital, or its affiliates may sponsor, form or participate in blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates and the director and officer teams. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination.

In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating

 

management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our executive officers and directors have and will have in the future time and attention requirements for current and future investment funds, co-investment vehicles and other entities managed by Green Visor Capital or its affiliates. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Green Visor Capital or its affiliates (including, without limitation, arising as a result of certain of our executive officers and directors being required to offer acquisition opportunities to such investment funds, co-investment vehicles and other entities), Green Visor Capital and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.

Corporate Information

Our executive offices are located at 88 Kearny Street, Suite 850, San Francisco, CA 94108.

We are an exempted company incorporated in the Cayman Islands. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of  (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

 

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the prior June 30.

 

Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter’s over-allotment option.

Units:

0

15,000,000 (1)

Ordinary shares:

4,312,500 (2)(3)

18,750,000 (1)(2)(4)

Warrants:

8,395,000

15,895,000

Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable.

We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses.

$11.50 per whole share, subject to adjustments as described herein. In addition, if  (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by us and, (i) in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or

(1)

Assumes no exercise of the underwriter’s over-allotment option.

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(2)

Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association.

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(3)

Includes 562,500 founder shares that are subject to forfeiture.

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(4)

Includes 15,000,000 public shares and 3,750,000 founder shares, which assumes 562,500 founder shares are forfeited prior to the consummation of this offering.

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such affiliates, as applicable, prior to such issuance, and (ii) in the case of any such issuance to Green Visor Capital or its affiliates, without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by our sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The warrants will become exercisable 30 days after the completion of our initial business combination, provided that, in each case we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

 

We are registering the shares of Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement registering the sale, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the transfer of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain an effective registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our

 

initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.

Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

•

in whole and not in part;

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•

at a price of  $0.01 per warrant;

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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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•

if, and only if, 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 Shareholders’ 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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We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

Once the warrants become exercisable, we may redeem the outstanding warrants:

•

in whole and not in part;

​

•

at $0.10 per warrant;

​

 

•

upon a minimum of 30 days’ prior written notice of redemption;

​

•

if, and only if, the reported 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 “Description of Securities — Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”) on the trading day prior to the date on which 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 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 Shareholders’ 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; 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 Shareholders’ Warrants” based on the redemption date and the “fair market value” ​(as defined below) of our Class A ordinary shares except as otherwise described in “Description of Securities — Warrants — Public Shareholders’ Warrants”.

​

The “fair market value” of our Class A ordinary shares shall mean the average last reported sale price of our Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

 

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

On April 27, 2021, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. On October 11, 2021, 2,875,000 of these found shares were forfeited by the holders thereof. Prior to the initial investment in the company of  $25,000 by our sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the ownership of our sponsor (and its permitted transferees), on an as-converted basis, at 20% of our issued and outstanding Class A ordinary shares upon the consummation of this offering.

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

•

only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination and holders of our founder shares may by ordinary resolution remove a member of the board of directors for any reason. Incumbent directors will also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy;

​

•

the founder shares are subject to certain transfer restrictions, as described in more detail below;

​

•

our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder 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 that would affect 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 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 5,625,001 or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised) of the 15,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering;

•

the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption “Founder shares

​

 

conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association; and

•

the founder shares are entitled to registration rights.

​

Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until one year after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the “lock-up”.

Notwithstanding the foregoing, the founder shares will be released from the lock-up if  (i) we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their shares of Class A ordinary shares for cash, securities or other property or (ii) the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for sub divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing any time 150 days after completion of our initial business combination.

The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares at the time of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of  (i) the total number of Ordinary Shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor upon conversion of working capital loans. Any conversion

 

of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and a subsequent issuance of Class A ordinary shares or as otherwise permitted by our amended and restated memorandum and articles of association. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.

Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Incumbent directors will also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may by ordinary resolution remove a member of the board of directors for any reason. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into an agreement or other arrangement with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination, and such agreement or arrangement may provide for, or the target shareholders may require that such agreement provide for, nomination, designation or representation rights on the board of directors of the combined entity that may be not be proportionate to our shareholders’ or such target shareholders’ ownership interest in the combined company.

Upon the pricing of this offering, our sponsor will enter into a subscription agreement to purchase an aggregate of 8,395,000 private placement warrants (or 9,295,000 private placement warrants if the underwriter’s over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a

 

price of $1.00 per warrant ($8,395,000 in the aggregate or $9,295,000 if the underwriter’s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non-redeemable (except as set forth under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by our sponsor or its permitted transferees (see “Description of Securities — Warrants — Private Placement Warrants”). If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.

The private placement warrants (including the warrants that may be issued upon conversion of extension loans, working capital loans and the Class A ordinary shares issuable upon exercise of the private placement warrants, extension warrants and the working capital warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under “Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants.”

Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $153,000,000 or $175,950,000 if the underwriter’s over-allotment option is exercised in full ($10.20 per unit in either case), will be deposited into a segregated trust account located in the United States at          with Continental Stock Transfer & Trust Company acting as trustee and $690,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed in the trust account include $5,250,000 (or $6,037,500 if the underwriter’s over-allotment option is exercised in full) in deferred underwriting commissions.

 

Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, provide that the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of  (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) 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 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we are unable to complete our business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering, subject to applicable law. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months (for a total of up to 18 months to complete our initial business combination); provided that our sponsor must deposit into the trust account funds equal to $0.10 per public share for such extension, in exchange for a non-interest bearing, unsecured promissory note. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate our initial business combination from 15 months to 18 months described above or redeem their shares in connection with such extension. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement

 

to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the deadline, must deposit into the trust account an aggregate of  $1,500,000 (or $1,725,000 if the underwriter’s over-allotment option is exercised in full, or $0.10 per unit) on or prior to the date of the deadline, for such extension. Any such payments would be made in the form of a non-interest bearing loan which would be due and payable on the consummation of our initial business combination out of the proceeds of the trust account released to us. Such loan may be convertible into warrants, at a price of  $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. If we do not complete a business combination, we may repay such loans solely from assets not held in the trust account, if any. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering, with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

We will have until 15 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, but are not obligated to, extend the period of time to consummate a business combination by an additional three months (for a total of up to 18 months to complete our initial business combination); provided that our sponsor must deposit into the trust account funds equal to $0.10 per public share for such extension, in exchange for a non-interest bearing, unsecured promissory note. Such loan may be convertible into warrants, at a price of  $1.00 per warrant at the

 

option of the lender. The warrants would be identical to the private placement warrants. If we do not complete a business combination, we may repay such loans solely from assets not held in the trust account, if any.Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate our initial business combination from 15 months to 18 months described above or redeem their shares in connection with such extension. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the deadline, must deposit into the trust account an aggregate of  $1,500,000 (or $1,725,000 if the underwriter’s over-allotment option is exercised in full, or $0.10 per unit) on or prior to the date of the deadline, for such extension. Any such payments would be made in the form of a non-interest bearing loan which would be due and payable on the consummation of our initial business combination out of the proceeds of the trust account released to us.

Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $153,000 per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from:

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the net proceeds of this offering not held in the trust account, which will be approximately $1,705,000 in working capital after the payment of approximately $690,000 in expenses relating to this offering; and

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any loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or

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invest in us, and provided 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.

Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or a valuation or appraisal firm. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,

 

our sponsor, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Permitted Purchases of Our Securities” for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our

 

securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares in connection with the completion of our initial business combination.

Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would

 

cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our company and any transactions where we issue more than 20% of our outstanding Class A ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons.

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

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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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file proxy materials with the SEC.

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If we seek shareholder approval, we will complete our initial business combination only if it is approved

 

by an ordinary resolution. In such case, our initial shareholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 5,625,001 or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised) of the 15,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them in or after this offering. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any shareholder meeting.

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

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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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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.

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

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will

 

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

Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares

 

sold in this offering) for or against our initial business combination.

On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who exercise their redemption rights as described above adjacent to the caption “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriter its deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination or used for redemption of our public shares. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

Our amended and restated memorandum and articles of association provide that we will have only 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering to consummate our initial business combination. If we are unable to consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) 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 the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by

 

the number of the then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as 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 the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering.

Our sponsor, directors and members of our management team have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering. However, if our sponsor, directors or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering.

The underwriter has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a

 

written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect 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 consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) from the closing of this offering, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described above adjacent to the caption “Limitations on redemptions.” For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive officer, director or director nominee, or any other person.

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

There will be no finder’s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the

 

proceeds of this offering held in the trust account prior to the completion of our initial business combination:

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Reimbursement of funds advanced to us by our sponsor to cover offering-related and organizational expenses;

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Reimbursement for office space, secretarial and administrative services provided to us by an affiliate of our sponsor, in the amount of $10,000 per month;

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Payments to our sponsor for the allocable costs of employees of an affiliate of our sponsor or otherwise;

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Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination;

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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 $1,000,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The 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; and

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Repayment of loans which may be made by our sponsor (or its designees) to extend our term from 15 to 18 months. Such loans may be convertible into warrants, at a price of  $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants.

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Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering held outside the trust account or from loans made to us by our sponsor or (ii) in connection with or after the consummation of our initial business combination.

We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this

 

offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit Committee.”

Risk Factors

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

Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks

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

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

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

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

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

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

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The requirement that we consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our business combination deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

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We may not be able to consummate an initial business combination within 15 months (or within 18 months if we extend the period of time to consummate our initial business combination in accordance with the terms described in this prospectus) after the closing of

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this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

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

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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

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Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

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Risks Relating to Our Sponsor and Management

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

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

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

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

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Risks Relating to Our Securities

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

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Past performance by Green Visor Capital or its affiliates, including our management team, may not be indicative of future performance of an investment in us.

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

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

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The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.

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