As filed with the U.S. Securities
and Exchange Commission on January 28, 2022.
Registration
No. 333-257623
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
Amendment No. 2
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Genesis
Unicorn Capital Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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6770
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85-4283150
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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281 Witherspoon Street,
Suite 120
Princeton, NJ, 08540
(609) 466-0792
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Adeoye Olukotun
281 Witherspoon Street,
Suite 120
Princeton, NJ, 08540
(609) 466-0792
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies
to:
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Bill
Huo, Esq.
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David
Crandall, Esq.
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Brian
Daughney, Esq.
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Brandon
Kinnard, Esq.
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Becker
& Poliakoff LLP
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Hogan
Lovells US LLP
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45
Broadway, 17th Floor
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1601
Wewatta Street, Suite 900
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New
York, NY 10006
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Denver,
Colorado 80202
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(212)599-3322
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(303)
454-2449
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Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☒
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Smaller
reporting company
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☒
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Emerging
growth company
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☒
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Securities Being Registered
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Amount
Being
Registered
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Proposed
Maximum
Offering
Price per
Security(1)
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount of
Registration
Fee
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Units, each consisting of one share of Class A common stock, $0.0001 par value,
and one redeemable warrant(2)
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8,625,000 Units
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$
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10.00
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$
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86,250,000
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$
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7,995.38
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Shares of Class A common stock included as part of the units(3)
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8,625,000 Shares
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—
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—
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—
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(4)
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Redeemable warrants included as part of the units(3)
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8,625,000
Warrants
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—
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—
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—
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(4)
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Total
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$
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86,250,000
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$
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7,995.38
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(5)
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(1)
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Estimated solely for the purpose of calculating the registration fee.
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(2)
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Includes 1,125,000 units, consisting
of 1,125,000 shares of Class A common stock and 1,125,000 redeemable warrants, which may be
issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if
any.
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(3)
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Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(4)
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No fee pursuant to Rule 457(g).
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(5)
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Fee previously paid.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS – SUBJECT TO COMPLETION, DATED JANUARY 28, 2022
$75,000,000
Genesis
Unicorn Capital Corp.
7,500,000
Units
Genesis Unicorn Capital Corp.
is a newly organized blank check company formed under the laws of the State of Delaware for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
businesses, which we refer to as our initial business combination throughout this prospectus. 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. While we may pursue an initial business combination target in any business,
industry or geographic location (other than the People’s Republic of China, Hong Kong and Macau), we intend to focus our search on the intersection of the healthcare and technology
industries, specifically within the biotechnology and pharmaceutical sectors.
This is an initial public offering
of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one redeemable
warrant. Each warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject
to adjustment as described in this prospectus. The warrants will become exercisable on the later of (i) 30 days after the
completion of our initial business combination or (ii) 12 months from the closing of this offering, and will expire five years
after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus.
The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,125,000 units to cover over-allotments,
if any.
We will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business
combination, subject to the limitations described herein. If we are unable to execute a definitive agreement with a prospective candidate
to complete our initial business combination within 12 months from the closing of this offering or if we are unable to complete
any such business combination which is the subject of an executed definitive agreement within 15 months from the closing of this
offering, which 15 months may be extended at our option to up to 21 months from the closing of this offering if the sponsor
deposits additional funds ($0.10 per public share) into the trust account for each three month period as described elsewhere
in this prospectus, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further
described herein. In the event we elect to extend the deadline, we intend to issue a press release announcing such intention at least
three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing
whether or not the funds have been timely deposited. Our public shareholders will not have the right to vote upon or redeem their shares
in connection with any extensions from the initial 12 month period.
Our sponsor, Genesis Unicorn Capital,
LLC, has agreed to purchase an aggregate of 346,394 placement units (or 377,331 placement units if the over-allotment option
is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $3,463,935 ($3,773,310 if the over-allotment
option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus.
The placement units will be sold in a private placement that will close simultaneously with the closing of this offering.
Our sponsor and other initial
stockholders owned an aggregate of 2,156,250 shares of our Class B common stock (up to 281,250 shares of which are subject
to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised), which
will automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination,
on a one-for-one basis, subject to adjustment as described herein.
Although our sponsor and
certain members of our Board of Directors and management have significant business ties to or are based in the People’s Republic
of China or Hong Kong, we have determined that because of uncertainties in the regulatory climate in these jurisdictions, and the potential
for future governmental actions which might unfavorably impede future operations, we will not consider or undertake a business combination
with an entity or business with its principal or a majority of its business operations (either directly or through any subsidiaries)
in the People’s Republic of China (including Hong Kong and Macau).Our principal office is located in the United States and our
Chief Executive Officer is a United States citizen and located in the United States. Our sponsor is a Delaware limited liability company.
Additionally, the two Co-Chairs of our Board of Directors are not residents of or located in China, Hong Kong or Macau.
Currently,
there is no public market for our units, Class A common stock or warrants. We plan to apply to list our units on The Nasdaq Global
Market, or Nasdaq, under the symbol “GENQU”. We expect that our units will be listed on The Nasdaq Global Market
on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We
expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this
prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain
conditions. Once the securities comprising the units begin separate trading, we expect that the Class A common stock and warrants will
be listed on Nasdaq under the symbols “GENQ” and “GENQW”, respectively.
We
are an “emerging growth company” and “smaller reporting company” under applicable federal securities
laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree
of risk. See “Risk Factors” beginning on page 31 for a discussion of information that should be considered
in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors
in Rule 419 blank check offerings.
Neither
the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Unit
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Total
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Public offering price
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$
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10.00
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$
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75,000,000
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Underwriting discounts and commissions(1)
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$
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0.45
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$
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3,375,000
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Proceeds, before expenses, to Genesis Unicorn Capital Corp.
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$
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9.55
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$
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71,625,000
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(1)
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Includes
$0.325 per unit, or $2,437,500 (or $2,803,125 if the over-allotment option is exercised
in full) in the aggregate, payable to the underwriters for deferred underwriting commissions
to be placed in a trust account located in the United States as described herein. The deferred
commissions will be released to the representative of the underwriters only on completion
of an initial business combination, as described in this prospectus. Does not include certain
fees and expenses payable to the underwriters in connection with this offering. In addition,
designees of the representative of the underwriters have received an aggregate of 37,500
shares of Class A common stock (43,125 shares if the over-allotment option is exercised in full),
which we refer to herein as the “representative shares” as compensation in connection
with this offering.
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Of
the proceeds we receive from this offering and the sale of the placement units described
in this prospectus, $76,125,000, or $87,543,750 if the underwriters’ over-allotment
option is exercised in full ($10.15 per unit in either case), will be deposited into a trust
account established in the United States with Continental Stock Transfer & Trust Company
acting as trustee and J.P. Morgan Securities LLC acting as investment manager. The sum of
approximately $2,338,935 will be available to pay fees and expenses in connection
with the closing of this offering and for working capital following the closing of this offering.
The
underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers
on or about , 2022.
Sole Bookrunner
EF HUTTON
division
of Benchmark Investments, LLC
TABLE
OF CONTENTS
We
are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone
to provide you with different information, and we take no responsibility for any other information others may give to you. We are not,
and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should
not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.
SUMMARY
This
summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus
carefully, including the information under the section of this prospectus entitled “Risk Factors” and our financial statements
and the related notes included elsewhere in this prospectus, before investing.
Unless
otherwise stated in this prospectus, or the context otherwise requires, references to:
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●
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“common
stock” are to our Class A common stock and our Class B common stock, collectively;
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“founder
shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering,
and the shares of our Class A common stock issuable upon the conversion thereof as provided herein;
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“initial
stockholders” are to our sponsor and any other holders of our founder shares prior to this offering (or their permitted transferees);
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“management”
or our “management team” are to our officers and directors;
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“placement
units” are to the units being purchased by our sponsor, with each placement unit consisting of one placement share and one placement warrant to purchase one share of our Class A common stock;
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●
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“placement
shares” are to the shares of our common stock included within the placement units being purchased by our sponsor in the private
placement;
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“placement
warrants” are to the warrants included within the placement units being purchased by our sponsor in the private placement;
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“private
placement” are to the private placement of 346,394 placement units (up to 377,331
placement units if the over-allotment option is exercised in full) at a price of $10.00
per unit, for an aggregate purchase price of $3,463,935 (up to $3,773,310 if
the over-allotment option is exercised in full), which will occur simultaneously with the
completion of this offering;
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●
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“public
shares” are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in
this offering or thereafter in the open market);
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●
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“public
stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent
our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s
and member of our management team’s status as a “public stockholder” shall only exist with respect to such public
shares;
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●
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“public
warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering
or thereafter in the open market, including warrants that may be acquired by our sponsor or its affiliates in this offering or thereafter
in the open market);
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●
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“representative”
are to EF Hutton, division of Benchmark Investments, LLC, who is the representative of the underwriters in this offering;
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●
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“sponsor”
are to Genesis Unicorn Capital, LLC, a Delaware limited liability company;
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“underwriters”
are to the underwriters of this offering, for which the representative is acting as representative;
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“warrants”
are to our redeemable warrants, which includes the public warrants as well as the placement warrants and any warrants sold as part
of the placement units issued upon conversion of working capital loans to the extent they are no longer held by the initial holders
or their permitted transferees; and
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●
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“we,”
“us,” “company” or “our company” are to Genesis Unicorn Capital Corp.
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Unless
we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.
Overview
We
are a newly organized blank check company incorporated in February 2021 as a Delaware corporation for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses,
which we refer to as our initial business combination. We have not selected any specific business combination target and we have not,
nor has anyone on our behalf, engaged in 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 initial business combination opportunity in any business, industry, sector or geographical location, we intend to
capitalize on the ability of our management team to identify promising opportunities at the intersection of the healthcare and
technology industries, specifically within the biotechnology and pharmaceutical sectors. Our objective is to focus on middle market
and emerging growth businesses operating with a total enterprise value from $200 million to $1 billion, which companies may be
located throughout the world except for an entity or business with its principal or a majority of its business operations
(either directly or through any subsidiaries) in the People’s Republic of China (including Hong Kong and
Macau).
Our Sponsor
Our
sponsor has made an initial investment of $25,000 in exchange for 2,156,250 shares of our
Class B common stock (up to 281,250 shares of which are subject to forfeiture by our sponsor
depending on the extent to which the underwriters’ over-allotment option is exercised),
which will automatically convert into shares of Class A common stock at the time of the consummation
of our initial business combination, on a one-for-one basis, subject to adjustment as described
herein. Additionally, our sponsor has agreed to purchase an aggregate of 346,394
placement units (or 377,331 placement units if the over-allotment option is exercised
in full) at a price of $10.00 per unit, for an aggregate purchase price of $3,463,935
($3,773,310 if the over-allotment option is exercised in full).
Our sponsor was formed for the
purpose of creating the company and the gathering the proposed management team in order to undertake and complete our initial
public offering and subsequently assist management with sourcing, analyzing and acquiring a target business.
Our
Management Team and Advisors Background and Experience
Members of our management team
and board of directors have served as executive officers, directors and senior management of international corporations and businesses
in varied industries.
Dr. Adeoye (Oye) Olukotun, our
Chief Executive Officer, has over 35 years in the pharmaceutical industry. He is a Mayo Clinic trained cardiologist who currently serves
as the Chief Executive Officer of CR Strategies, LLC, a position he has held since April 2000. He previously served as the Chief
Executive Officer and President of Epigen Pharmaceuticals, Inc. from June 2014 to March 2017, and Vice Chairman of CardioVax,
Inc., from January 2013 to April 2016. Dr. Olukotun served as the Chief Medical Officer of VIA Pharmaceuticals Inc. from 2004
to 2008. He spent the first 20 years of his career in roles of increasing responsibility in clinical development at Pfizer, Bristol-Myers
Squibb, and Mallinckrodt. He has over 35 years of experience in the pharmaceutical industry and has been instrumental in the approval
and success of numerous cardiology and metabolic medicines, including the first daily beta blocker and the first approved ACE inhibitor,
among others. Dr. Olukotun currently serves on the board of directors for Tonix Pharmaceuticals Holding Corp., (NASDAQ: TNXP) and Arrowhead
Pharmaceuticals, Inc. (NASDAQ: ARWR). Dr. Olukotun received his Medical Doctor degree from the Albert Einstein College of Medicine in
New York in 1973, undertook his specialty in cardiovascular medicine at the Mayo Clinic and Mayo Graduate School of Medicine from 1973
to 1978 and received a master in public health degree from Harvard University School of Public Health in 1983. Further, Dr. Olukotun
received his bachelor of arts from the University of North Carolina at Chapel Hill in 1969.
Samuel Lui, our President,
Chief Financial Officer and director, has over 23 years of experience in capital markets, investment banking, private equity, accounting
and auditing. Since July 2016, he has been the founder and managing director of LV Capital Limited, a private investment company focused
on later stage/pre-IPO investments and specializes in helping investee companies to list on major exchanges such as NASDAQ and The Stock
Exchange of Hong Kong Limited (“HKEX”). Since December 2011, he has served as a board member of the private equity funds
at Rockstead Capital Private Limited, a registered fund management company under the Monetary Authority of Singapore. Since November
2016, he has also been a non-executive director of EFT Solutions Holdings Limited (HKEX:8062). From December 2013 to May 2015, Mr. Lui
was the chief financial officer of ELL Environmental Holdings Limited (HKEX: 1395). From May 2007 to May 2009, Mr. Lui was a director
within the financial sponsors group, investment banking division of Merrill Lynch in Hong Kong and Singapore. Prior to that, Mr. Lui
worked as an assistant director of the financial sponsors group at ABN AMRO Bank N.V., Hong Kong branch, from August 2005 to April 2007.
From July 2004 to August 2005, Mr. Lui was a vice president at the project finance and advisory department of Société Générale
Asia Limited. Prior to that, Mr. Lui served as a manager of project and export finance at The Hongkong and Shanghai Banking Corporation
Limited from May 2003 to June 2004. From August 1998 to April 2003, Mr. Lui worked in the audit and corporate finance departments of
Arthur Andersen and Ernest & Young in Singapore. Mr. Lui obtained a bachelor’s degree in accountancy from Nanyang Technological University
in Singapore in July 1998. Mr. Lui has been a member of the Institute of Singapore Chartered Accountants since October 2002.
Dr. Niel Starksen, our Chief
Scientific Officer, is an entrepreneur, physician and scientist. He is a pioneer of percutaneous therapeutic technologies for structural
heart disease and congestive heart failure. Dr. Starksen is an inventor on 18 issued patents and over 20 patents pending. Dr. Starksen
previously served as Chief Executive Officer of Guided Delivery Systems (now known as Ancora Heart) from September 2002 to July 2015
and, since September 2018, is a director and cofounder of Vivalink Medical, a provider of connected healthcare solutions for remote patient
monitoring.He has been an advisor to Xcures (a platform for virtual clinical trials) since September 2018, and an advisor to Well Advised
(a medical fintech platform) since September 2019. He is a Director of the Board of Governors, Johns Hopkins Wilmer Eye Institute. Dr.
Starksen received his Medical Doctor degree from The John Hopkins University School of Medicine in June 1982, completed an internal medicine
residency program at Harvard Medical School in April 1985 and completed his specialty in cardiovascular medicine at the School of Medicine,
University of California, San Francisco in July 1990. Further, Dr. Starksen received his bachelor of science degree summa cum laude from
the University of California, Irvine in June 1978.
Juan Fernandez Pascual, our
Chief Operating Officer, served as the General Manager of Chassis Brakes International Spain SLU, a division of Hitachi Automotive Systems,
based in San Felices de Buelna, Cantabria, Spain, from April 2019 to February 2021. Mr. Fernandez has served as a special advisor to
Benessere Capital Acquisition Corporation since November 2020. Benessere Capital Acquisition is a similar special purpose acquisition
company (SPAC) entity which completed its initial public offering in January 2021. Benessere Capital Acquisition has focused its search
on technology-focused middle market and emerging growth companies in North, Central and South America. Mr. Fernandez served as the President
of Gira Cluster of Automotive Industries of Cantabria from May 2019 to March 2021 and was based in Spain. From September 2018 to April
2019, Mr. Fernandez served as the Smart Factory Platform Leader of Linxens based in Levallois, Île-de-France, France. From January
2017 to April 2019, Mr. Fernandez served as the Site Director of Linxens. From September 2015 to December 2016, Mr. Fernandez served
as the Senior Area Sales Manager Southern Europe for Quintus Technologies, based in Vasteras, Sweden. From September 2014 to September
2015, Mr. Fernandez served as the Site Director of Hutchinson based in Châteaudun, France. From April 2013 to August 2014, Mr.
Fernandez served as the Production Area Manager of Gestamp based in Le Theil, Basse-Normandie, France. From November 2005 to March 2013,
Mr. Fernandez served as Process Engineer Manager at ArcelorMittal Aviles, Spain. From September 2003 to October 2005, Mr. Fernandez served
as Resident Engineer of ArcelorMittal based Electrolux premises in Conegliano, Veneto, Italy. In 2018, Mr. Fernandez received his Executive
MBA degree at ESCP Europe. In 1999, Mr. Fernandez received his DEA (Master in Sciences) at Ecole Polytechnique.
Grainne Coen, one of our
candidates for independent director and Co-Chairman, is a board member of Commonwealth Credit Partners BDC I, Inc., a business
development company, and became Chair of the Audit Committee since June 2021. In May 2018, she founded and has remained a partner of
Elevation Investment Partners, LLC, a diversified investment group operating in multiple industries both as strategic consultants
and early-stage investors. Since January 2015, Ms. Coen has also served as Co-Founder and Chairperson of AREA4, LLC, an experiential
marketing agency. From August 2001 to December 2015, she was a principal and portfolio manager at Columbia Partners, LLC Investment
Management, where she co-managed over $1 billion in assets held in the fund’s U.S. Small Cap Equity Fund. From September 1998
to March 2001, she was a General Partner at Kensington Partners, LLC, and from May 1996 to August 1998, she was employed at G&O
Partners, LP. Since October 2019, Ms. Coen also has served as the Chair of the audit committee of Kubient, Inc. (NASDAQ: KBNT), a
digital marketing platform, and from March 2019 to December 2020, as Chair of the board of directors of ERIE ARMADA, Inc., a
non-profit focused on the development of underserved communities in conjunction with New York City’s Parks and Trails
Department. Ms. Coen holds a Bachelor of Science from London Guildhall University.
Ernest Fong, one of our candidates
for independent director and Co-Chairman, has, since October 2021, been the Asia Pacific CEO of Optimas Capital, an Asian-based Hedge
Fund with offices in Hong Kong, Singapore and Taiwan. Mr. Fong joined Credit Suisse in March 1998 and after spending more than 21 years
in its Singapore, Taiwan and Hong Kong offices, he retired from Credit Suisse in December 2019. His last position in Credit Suisse was
as the Head of Markets Research in Asia Pacific and he was responsible for a team of almost 300 across 14 offices and 12 markets. Prior
to Credit Suisse, Mr. Fong was an equity research analyst at Credit Lyonnais Securities Asia from June 1995 to February 1998. Since June
2020, Mr. Fong is also a non-executive director of Vincom Retail, listed in Vietnam, which is part of the Vincom group, the largest privately-owned
company in Vietnam. Ernest graduated from National University of Singapore with a Bachelor of Arts degree, majoring in Economics and
Statistics.
Chung Fan Cheng, one of our
candidate for independent director, has over 17 years of experience in capital markets, corporate strategy, private equity, family office
and entrepreneurship. Since Feb 2019, Mr. Cheng has served as the Chief Investment Officer of BlueTop Group, a Hong Kong based family
office with core focus in education, human capital and technology. Mr. Cheng also serves as a non-executive director of Tsui Wah Restaurant
Group (HKEX:1314) since November 2016, and a director of Esperanza Limited, founded by the former financial secretary of Hong Kong, since
July 2021. Mr. Cheng’s prior work includes management roles with Sail Global Capital from September 2017 to December 2018, Hao
Tian International Securities from September 2016 to August 2017, and KGI Asia from April 2013 to September 2016. Mr. Cheng is an Engineer
by training and holds a M.Sc. Engineering Enterprise Management, HKUST, Hong Kong and B.Sc. Engineering (1st Honors), Queen’s University,
Canada.
Teck-Yong Heng, one of our candidate
for independent director will bring in more than 20 years of private equity and M&A experience to the Company. Mr. Heng is a partner
and senior management in 58.com’s Investment Fund focusing on venture capital and private equity investments in the TMT and Consumer
sectors since August 2021. Prior to joining in 58.com, Mr. Heng has operated C-Squared Partners, a China focused consumer sector private
equity fund since May 2018. From August 2016 to May 2018, Mr. Heng was a managing director in Qianhai Ark Asset Management, a fund with
approximately $4.5 billion under management. Prior to Qianhai Ark, Mr. Heng worked at Pavilion Capital (an affiliated entity of Temasek
Holdings) from September 2012 to July 2016, Temasek Holdings from October 2004 to September 2012, Cambridge Associates from July 2003
to October 2004, Singapore Power International from June 2001 to July 2003, and Arthur Andersen from July 1998 to May 2001. Mr. Heng
has also served as independent director for LiXiang Education Holding Co. Ltd. (NASDAQ: LXEH) since October 2020, and an independent
director for WiMi Hologram Cloud Inc. (NASDAQ: WIMI) since May 2021. Mr. Heng is also a director of another SPAC entity, Broad Capital
Acquisition Corp. which completed its initial public offering in January 2022. Mr. Heng graduated from Nanyang Technological University
with a bachelor’s degree in Accountancy (with Honors) and is a graduate of Harvard Business School’s General Management Program.
He is a Chartered Financial Analyst (CFA), Chartered Accountant (CA), Chartered International M&A Charter holder, and a member of
Singapore Institute of Directors.
Advisors
We
have also engaged as advisors a group of individuals with extensive experience in the medical and healthcare fields.
Dr. Hank Wuh,
our Strategic and Scientific Advisor, is a physician, inventor, and entrepreneur. Dr. Wuh is Chief Scientific Officer of Pono
Capital Corp., President of Unicorn Whisperer, Inc. since July 2018, a
director of The Daily Wellness Company since June 1996, and a director of Lymphax, Inc. since December 2019. Dr. Wuh is a Trustee of
the University of Hawaii Foundation since April 2020, and an advisor to several medical technology companies. Dr. Wuh was the CEO of
SKAI Ventures from September 2010 to December 2019 and the Executive Chairman of TruTag Technologies, Inc. from April 2011 to Aug
2018. Dr. Wuh was a member of the Board of Directors of the Fulbright Association from January 2020 to August 2021, and a member of
the Board of Directors of Cellular Bioengineering, Inc. from August 2003 to August 2021. Dr. Wuh received his B.A. from Johns
Hopkins, a Master of Public Health from Harvard University School of Public Health, Medical Doctorate from the Johns Hopkins
University School of Medicine, orthopedic surgery residency at Stanford, and is Associate Clinical Professor of Surgery at the John
A. Burns School of Medicine at the University of Hawaii.
Dr.
Robert Chang, our Scientific Advisor, is an associate professor
and medical innovator at Stanford University. He divides his time among state-of-the art clinical eye care, clinical validation of digital
health tools, and teaching ophthalmology and healthcare innovation globally. He focuses on minimally invasive glaucoma surgery (MIGS)
and presbyopia-correcting cataract surgery with emphasis on precision medicine. He is co-inventor of the first universal smartphone adapter
and the FDA-cleared PAXOS scope for portable imaging of the front and back of the eye. He is on the advisory board for several ophthalmic
companies and serves as the Vice President of the Asia Pacific Tele-Ophthalmology Society (APTOS).
In addition, in April 2021,
our sponsor had engaged ARC Group Limited to assist and advise us in various matters related to our initial public offering, for which
services ARC Group Limited was to be paid a fee of $10,000 a month. In August, 2021, in connection with the anticipated change of ownership
of our sponsor (which ownership change was completed in October, 2021) we terminated the agreement with ARC Group Limited and the parties
agreed that ARC Group Limited’s role would be limited to assisting us in the preparation of financial information and financial
statements for use in the registration statement of which this prospectus forms a part, and ARC Group Limited’s role will terminate
upon completion of the offering. ARC Group Limited is not receiving any compensation for such services and neither we nor our sponsor
are obligated to provide compensation to ARC Group Limited upon completion of this offering or in the future. We do not intend on retaining
ARC Group Limited for future services. ARC Group Limited and its affiliates are an investment bank and advisory firm which operates outside
of the United States and provides financial advisory, investment banking, consulting and similar services to its clients.
The individuals serving as our
directors and as our advisors and promoters have experience in acquiring businesses in the international marketplace, executive
leadership, operational oversight, private equity investment management and capital markets experience in various industries, including
healthcare. Our directors and advisors and promoters also have experience with developing corporate strategy and implementation
and identification of new and advancing technologies, which we believe will significantly benefit us as we evaluate potential acquisition
or merger candidates as well as following the completion of our initial business combination.
The
past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable
candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not
rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of
our future performance.
Business
Strategy
While we may pursue an initial
business combination target in any industry or geographic location, we intend to focus our search on middle market and emerging growth
biotech and pharmaceutical-focused companies, businesses or assets that benefit from continuously evolving technology and the resulting
shift in consumer and business purchase behavior. Most of these companies will ultimately need to consolidate to achieve the scale necessary
to attain high revenue growth and attractive profitability. We believe that acquiring a leading high-growth technology company or assets
in the healthcare, biotechnology or pharmaceutical industry will provide a platform to fund consolidation and fuel growth for our company.
There is no restriction in the geographic location of targets we can pursue however, we shall not consider or undertake a business
combination with an entity or business with its principal or a majority of its business operations (either directly or through any subsidiaries)
in the People’s Republic of China (including Hong Kong and Macau).
We
believe that there is a large pool of quality initial business combination targets looking for exit opportunities with an increasing
number of private equity (or PE) and venture capital (or VC) activities in the Americas, which provides us opportunities given what we
believe are the limited exit options for mid-market companies in the region. Also, we believe that the technology and tech enabled industries
in the Americas represent a particularly attractive deal sourcing environment that will allow us to leverage our team’s skill sets
and experience to identify an initial business combination which can potentially serve as a strong platform for future add-on acquisitions.
Our investment thesis is supported by what we believe are the following trends in our target sectors:
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Growth in research and development: Scientific breakthroughs and innovations in oncology, gene therapy, synthetic biology, personalized
medicine, precision medicine, rare diseases, and other sub-sectors of the biopharmaceutical and life sciences industries, are creating
new opportunities for investors in the sector. According to EvaluatePharma, worldwide pharmaceutical research and development spend is
expected to reach over $230 billion by 2026, an approximately 50% increase over ten years.
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Robust private market deal activity: Strong levels of venture capital activity in the biotechnology sector support our pursuit
of an initial business combination. According to a recent analyst note from Pitchbook, biotechnology and pharmaceutical start-ups
raised over $23 billion in venture capital financing across 865 deals in 2020 as of November 18, 2020 breaking the deal value record
set in 2018. Since 2015, biotechnology and pharmaceutical start-ups raised over $80 billion across over 4,000 deals. Many of these companies
continue to grow and may view the public markets as an attractive alternative to support their growth.
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Regulatory environment: The United States’ Food and Drug Administration continues to approve new drugs at a healthy pace.
There were 228 novel drug approvals in the five-year period from 2016 to 2020. This represents a 44% increase over the number of novel
drugs approved over the period from 2010 to 2014. The constructive regulatory environment is encouraging continued investment in the
biotechnology and pharmaceutical sectors.
Competitive
Advantages
We
intend to capitalize on the following competitive advantages in our pursuit of a target company:
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Leadership
of an Experienced Management Team. Our experienced management team has over 35 years of combined work experience as investment
professionals in a variety of industries, such as pharmaceutical and financial institutions. These years of experience have allowed
us to gain not only extensive and deep expertise in our fields, but also vast networks of some of the most influential thought leaders
and top performing companies in our target industries and region. This positions Genesis Unicorn Capital Corp. as a strategic
player, and as an attractive alternative, for the many companies that seek to tap the equity capital markets, ensuring that we find the most attractive opportunities that maximize value to our
stockholders.
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Established
Deal Sourcing Network. We believe the strong track record of our management team will enable us to get access to quality
deal pipeline. In addition, we believe that our management team and advisors can generate unique acquisition opportunities
and possibly seek complementary follow-on business arrangements through their international network of contacts in, among others,
private and public companies, private equity and venture capital funds, investment banks, accounting and law firms.
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Status
as a Publicly Listed Acquisition Company. We believe our structure will make us an attractive business combination partner
to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional
initial public offering process. We believe that some target businesses will favor this alternative, which we believe is less expensive,
while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering,
there are typically underwriting fees and marketing expenses, which would cost more than a business combination with us. Furthermore,
once a proposed business combination is approved by our stockholders (if applicable) and the transaction is consummated, the target
business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability
to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe
our target business would have greater access to capital and additional means of creating management incentives that are better aligned
with stockholders’ interests than it would as a private company. It can offer further benefits by augmenting a target company’s
profile among potential new customers and vendors and aid in attracting talented management staffs.
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Targeting
of Fastest Growing Industries. The main industries we are targeting are in the
biotechnology and pharmaceutical sectors. This is not just a function of our expertise
in these fields, but it is also because these sectors are currently
anticipated to be some of the fastest growing industries in the global economy,
with the expectation that the biotechnology sector will expand at a compounded
annual growth rate (CAGR) of approximately 15.83% from 2021 to 2028, while
the pharmaceutical sector will expand at a CAGR of approximately 10.23% for the
corresponding period.
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Industry
Opportunity
While
we may acquire a business in any industry, our focus will be in the healthcare, biotechnology and pharmaceutical
industries. We believe that our target industries are attractive for a number of reasons.
We
believe that the biotechnology sector represents a tremendous opportunity for growth, with many promising pre-commercial companies seeking
funding and guidance from knowledgeable investment firms. There are multiple trends in the sector that contribute to this growth potential,
and we believe they will enable us to identify and acquire an attractive target. These trends include the following:
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Large addressable market with strong growth: Total U.S. national health expenditure was $74.1 billion in 1970. By 2000, health
expenditures reached about $1.4 trillion, and in 2019 the amount spent on health more than doubled to $3.8 trillion. The U.S. Centers
for Medicare and Medicaid Services (CMS) projected that by 2028, health care spending would reach $6.19 trillion, and would account
for 19.7% of GDP, up from 17.7% in 2018.
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Technological progress driving innovation. Biotechnology innovation has accelerated in recent years due to new technology, including
advances in computing, artificial intelligence, genetics and cellular engineering. Biotechnology companies have used these tools in many
ways, particularly for breakthrough discoveries in the areas of targeted oncology, gene therapy, gene editing and cell therapy. We believe
the pace of this advancement can persist and even grow, which could result in many new therapies that address unmet needs.
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Transformational opportunities. Technology can be used as a disruptor within the healthcare sector to improve the quality of care
provided to patients or the accessibility of care. Furthermore, there is significant scope for transformational innovation within the
healthcare and technology industries separately.
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Strong macroeconomic trends. The global population is aging and according to the United Nations the population aged 60 years or
over is expected to more than double between 2017 and 2050. This represents a significant global healthcare challenge but also an opportunity
for innovative companies focused on extending healthy lifespans.
- Strength despite COVID-19.
The Nasdaq Biotech Index (NBI) has outperformed the general market for the last ten years (from 2012 to December 15, 2021),
with a 337.5% return for the NBI versus a 274.5% return for the S&P 500. We
believe this demand is fueled in part by a renewed focus on the biotechnology sector as a result of the COVID-19 pandemic, which has
served as a reminder of the important role biotechnology plays in solving global health problems. We believe this paradigm can serve
as an additional tailwind for the growth of promising, innovative biopharmaceutical companies.
We
believe becoming publicly traded presents several major benefits for private biotechnology companies, including greater access to capital,
more liquid securities and increased customer awareness. Furthermore, we believe an acquisition by a special purpose acquisition company
with a respected management team that is well-known to biotechnology investors and management teams can be a very attractive mechanism
for accessing the public markets due to the increased deal certainty, transparency and efficiency it can provide.
Our
management team believes that these factors present an intriguing paradox: a growing number of new companies have attracted more private
capital. Yet once they flourish, they have a narrower exit route. In addition, that exit route is often reserved for larger companies,
which leads to a substantial disadvantage for smaller private technology companies.
Ultimately,
we believe this same paradox creates a long-term opportunity for stockholder return via an initial business combination with a
smaller, high-performing private technology company or companies in targeted industries. Additionally, it provides a persuasive
argument for such companies to partner with us, as we believe they have fewer exit options than presently exist for so-called
unicorns.
Acquisition
Criteria and Process
Our acquisition strategy
is to complete a business combination that will create value for our stockholders over time. We expect to conduct intensive diligence
of a potential target, including but not limited to deal structure, financial forecasting and scientific viability using our management
team’s expertise combined with the opinions of key industry leaders in their network of relationships. While we may enter into
a business combination with a company that does not meet all of these criteria, we intend to focus on companies that we believe have
the following characteristics:
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Therapeutics-focused
business (i.e. biopharmaceuticals) with potential to significantly advance care for the
disease of focus.
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Preclinical
through commercial stage assets, with investments focused on programs that are both pre-proof-of-concept
(“PoC”) and post-PoC.
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A
company with minimal additional equity required to achieve significant defined clinical,
regulatory or commercial milestones beyond the capital provided by the target, us and
any potential concurrent PIPE.
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Consistent
with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective
target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, although we may decide to enter
into our initial business combination with a target business that does not meet these criteria and guidelines.
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Revenue
and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue
and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction
and synergistic follow-on acquisitions resulting in increased operating leverage.
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Potential
for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate
strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have the potential for predictable,
recurring revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage
this cash flow in order to enhance stockholder value.
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Strong
and Experienced Management. We will seek companies that have strong, experienced management teams in place, or are a platform
to assemble an effective management team with a track record of driving growth and profitability. We will spend significant time
assessing a company’s leadership and human fabric, and maximizing its efficiency over time.
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Benefit
from Being a Public Company. We intend to acquire one or more businesses that will benefit from being publicly traded and
can effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company.
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Defensible
Market Position. We intend to acquire one or more businesses that have a defensible market position, with demonstrated advantages
when compared to their competitors and which create barriers to entry against new competitors.
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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 from time to time
our management may deem relevant.
Initial
Business Combination
If we are unable to (i) execute
a definitive agreement to complete an initial business combination within 12 months from the closing of this offering, or (ii) complete
any such business combination which is the subject of such definitive agreement within 15 months from the closing of this offering unless
such 15 months is extended for up to two (2) successive three-month periods at our option, up to 21 months in total from the closing of
this offering, and provided further that our sponsor deposits into the escrow account the sum of $0.10 per share (or $750,000 in the aggregate
for each three-month extension, or $862,500 in the aggregate for each three-month extension if the over-allotment option is exercised
in full) we will (x) cease all operations except for the purpose of winding up, (y) as promptly as reasonably possible but not more than
ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (z) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses
(y) and (z) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
In the event we elect to extend the deadline, we intend to issue a press release announcing such intention at least three days prior
to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether
or not the funds have been timely deposited. Our public shareholders will not have the right to vote upon or redeem their shares in connection
with any extensions from the initial 12 month period.
So long as our securities
are then listed on Nasdaq, 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 net assets held in the trust account (excluding the deferred underwriting commissions
and taxes payable on the interest earned on the trust account) at the time of 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 an independent valuation
or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be
able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do
so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty
as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations
or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines
that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely
state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material
information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies
of such opinion would be distributed to our stockholders. However, if required under applicable law, any proxy statement
that we deliver to stockholders and file with the SEC in connection with a proposed transaction will include such opinion.
We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares
will own or acquire 100% of the equity interests of the target business or businesses. We may acquire assets, including but not limited
to targeted intellectual property, instead of the equity of a target, or acquire a division or subsidiary. Any acquisition of assets
or a division or subsidiary will be structured so that we can establish an operating business from such acquisition. The determination
of whether or not to acquire less than 100% of the equity interests or assets will be dependent upon numerous factors, including satisfaction
of certain objectives of the target management team or target’s stockholders, the costs of any such proposed acquisition,
our ability to constitute a viable business from any such assets, legal issues involving assignments of contracts or intellectual property
assets, or for other reasons, many of which we cannot determine at this time and will be contingent upon negotiations with prospective
targets. We may 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 stockholders 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 (the “Investment
Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders
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, shares or other equity interests 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 stockholders immediately prior to our initial business combination could own less than a majority of our issued and 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% fair market value test. If the business combination involves more than one target business, the 80%
fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together
as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.
If
we target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and
the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available
from the trust account, net of amounts needed to satisfy any redemptions by public stockholders, we may be required to
seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing
of our initial business combination to fund our working capital needs and transaction costs in connection with our search for
and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance
of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation
of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously
with the completion of our initial business combination. If we are unable to complete our initial business combination because
we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition,
following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order
to meet our obligations.
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 which will encompass, among other things,
meetings with incumbent management and employees, document reviews, inspection of facilities, review and analysis of intellectual property
rights, existing and future customer base and revenue growth opportunities as well as a review of financial, operational, legal and other
information which 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.
Sourcing
of Potential Initial Business Combination Targets
Certain
members of our management, board of directors and special advisors have spent significant portions of their careers working with
businesses in the industries we are targeting for our potential initial business combination, and have developed a wide network
of professional services contacts and business relationships in those industries. The members of our board of directors also have
significant executive management and public company experience with technology related companies and bring additional relationships that
further broaden our industry network.
This
network has provided our management team with a flow of referrals that have resulted in numerous transactions in the past.
We believe that the network of contacts and relationships of our management team will provide us with an important source
of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from
various unaffiliated sources, including investment market participants, private equity groups, investment banks, consultants,
accounting firms and large business enterprises.
Members
of our management team and our independent directors will directly or indirectly own founder shares and/or placement units 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 was included by a target business as a condition to any agreement with respect to our initial business combination.
In
addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entity. The personal and financial interests of our directors and officers may influence their motivation
in timely identifying and selecting a target business and completing a business combination. The different timelines of competing
business combinations could cause our directors and officers to prioritize a different business combination over finding a suitable
acquisition target for our business combination. We do not believe, however, that the fiduciary duties or contractual obligations
of our officers or directors will materially affect our ability to complete our initial business combination.
Other
Considerations
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 or any of our officers
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.
We
currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected
nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves
or with our underwriter or other advisors. Our management team is regularly made aware of potential business opportunities, one or more
of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective
target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our
company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify
or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or
locate any such acquisition candidate.
In addition, certain of
our officers and directors presently have, and any of them in the future are expected to have, additional, fiduciary and contractual
duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to
their fiduciary duties under applicable law governing such other entity or entities, he or she will need to honor such fiduciary
or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity.
If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not
expect these duties to materially affect our ability to complete our initial business combination because we do not currently
anticipate any meaningful overlap of investment objectives. Our amended and restated certificate of incorporation and bylaws
provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall
have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the
same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being
offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director
or officer, on the one hand, and us, on the other.
Our sponsor, officers and directors
may sponsor, form or participate in other 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. In particular, our Chief Operating Officer, Mr. Fernandez, is an adviser to
another SPAC entity, Benessere Capital Acquisition which completed its initial public offering in January 2021. Benessere Capital Acquisition
has focused its search on technology-focused middle market and emerging growth companies in North, Central and South America. Further,
Ms. Grainne Coen, a director nominee who will be a Co-Chair of our Board of Directors, is President and Chief Financial Officer
of Signal Hill Acquisition Corp, a SPAC entity which is contemplating its initial public offering and another of our nominees to our
Board, Mr. Teck-Yong Heng, is a director of Broad Capital Acquisition Corp., a SPAC entity which completed its initial
public offering in January 2022 The primary focus for Broad Capital Acquisition is general aviation and aerospace industry, and
the unmanned aircraft systems (UAS) and advanced air mobility (AAM) industries. In addition, our sponsor, officers and directors are
not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management
time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
Corporate
Information
Our principal executive offices
are located at 281 Witherspoon Street, Princeton, New Jersey, 08540, and our telephone number is (609) 466-0792.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),
as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are
not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and stockholder 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 common stock that is held by non-affiliates exceeds $700
million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during
the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.
Additionally, we are a “smaller
reporting company” as defined in 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 common stock held by non-affiliates
exceeds $250 million as of the end of the prior June 30, and our annual revenues exceeded $100 million during such completed fiscal
year, or (2) the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.
The
Offering
In
deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management
team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance
with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419
blank check offerings. You should carefully consider these and the other risks set forth in the section of this prospectus entitled “Risk
Factors.”
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Securities
offered
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7,500,000
units (or 8,625,000 units if the underwriters’ over-allotment option is
exercised in full), at $10.00 per unit, each unit consisting of:
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●
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one
share of Class A common stock; and
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one
redeemable warrant
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Proposed Nasdaq symbols
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Units: “GENQU”
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Class A common stock: “GENQ”
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Warrants: “GENQW”
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Trading
commencement and separation of Class A common stock and warrants
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The
units will begin trading on or promptly after the date of this prospectus. We expect the Class A common stock and warrants comprising
the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative informs us
of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and
having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants
commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities.
Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock
and warrants.
Additionally, the units will automatically separate into their
component parts and will not be traded after completion of our initial business combination.
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Separate
trading of the Class A common stock and warrants is prohibited until we have filed a Current
Report on Form 8-K
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In
no event will the Class A common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the
SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file
the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days
from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such
Current Report on 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 underwriters’ over-allotment option.
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Units:
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Number
outstanding before this offering and the private placement
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0
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Number
or placement units to be sold in a private placement simultaneously with this offering
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346,394
(1)
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Number
outstanding after this offering and the private placement
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7,846,394(1)
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Common
stock:
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Number
outstanding before this offering and the private placement
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2,156,250
shares of Class B common stock(2)
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Number
outstanding after this offering and the private placement
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7,883,894
shares
of Class A common stock and 1,875,000 shares of Class B common stock(1)(3)
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Warrants:
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Number
outstanding before this offering and the private placement
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0
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Number
of warrants to be outstanding after this offering and the private placement
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7,846,394
(1)
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Exercisability
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Each
warrant is exercisable to purchase one share of our Class A common stock, subject
to adjustment as provided herein. Only whole warrants are exercisable. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade.
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(1)
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Assumes
no exercise of the underwriters’ over-allotment option and the forfeiture by our sponsor
of 281,250 founder Class B shares. Our sponsor has agreed to purchase an aggregate of 346,394
placement units (or 377,331 placement units if the over-allotment option is exercised
in full) for an aggregate purchase price of $3,463,935 ($3,773,310 if the over-allotment
option is exercised in full). Each placement unit will be identical to the units sold in
this offering, except as described in this prospectus. The placement units are not subject
to forfeiture but will be subject to transfer restrictions as described in “Principal
Stockholders — Restrictions on Transfers of Founder Shares and Placement Units (including
securities contained therein)”.
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(2)
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Includes
2,156,250 founders’ Class B shares. The 2,156,250 founders’ shares
include an aggregate of up to 281,250 founders’ shares that are subject to forfeiture
by our sponsor depending on the extent to which the underwriters’ over-allotment option
is exercised.
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(3)
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Comprised
of 7,883,894 shares of Class A common stock (including 346,394 placement shares
and 37,500 representative shares) and 1,875,000 shares of Class B common stock (or founder
shares). The Class B common stock is convertible into shares of our Class A common stock
on a one-for-one basis, subject to adjustment as described below adjacent to the caption
“Founder shares conversion and anti-dilution rights.”
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Exercise
price
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$11.50
per whole share of Class A common stock, subject to adjustment as described herein. In addition, if (x) we issue additional
shares of Class A common stock 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 share of Class A common stock (with such issue
price or effective issue price to be determined in good faith by our board of directors and, 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 such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 common stock 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, then the exercise price of
the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price,
and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to
the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
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Exercise
period
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The
warrants will become exercisable on the later of:
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30
days after the completion of our initial business combination, and
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12
months from the closing of this offering;
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provided
in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common
stock 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.
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We
are not registering the shares of Class A common stock issuable upon exercise of the warrants
at this time. However, 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 a registration statement covering the issuance
of the shares of Class A common stock issuable upon exercise of the warrants, to cause such
registration statement to become effective within 60 business days following our initial
business combination and to maintain a current prospectus relating to those shares of Class
A common stock until the warrants expire or are redeemed, as specified in the warrant agreement,
provided that if the shares of our Class A common stock 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 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 in effect a registration statement.
If a registration statement covering the issuance of the shares of Class A common stock issuable
upon exercise of the warrants is not effective by the 90th 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. If that exemption,
or another exemption, is not available, holders will not be able to exercise their warrants
on a cashless basis, but we will use our commercially reasonable efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants will expire 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.
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If
we call the warrants for redemption as described elsewhere in this prospectus, our management will have the option to require
all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders
to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position,
the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of
Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the
warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
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Please
see the section of this prospectus entitled “Description of Securities — Redeemable Warrants — Public Stockholders’
Warrants” for additional information.
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None
of the placement warrants will be redeemable by us so long as they are held by the sponsor.
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Redemption of Warrants
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Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the placement warrants):
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption
period”) to each warrant holder; and
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if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once
the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders.
We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the
shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares
of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis
and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we
may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration
or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our
best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in
which the warrants were offered by us in this offering.
If
we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise
warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the
dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our
warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common
stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants,
multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y)
the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class
A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to
the holders of warrants.
Please
see the section of this prospectus entitled “Description of Securities — Redeemable Warrants — Public Stockholders’
Warrants” for additional information.
None
of the placement warrants will be redeemable by us so long as they are held by the sponsor.
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Accounting
Classification
Of Warrants
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Under ASC 815-40 management is required to make a determination,
based upon the terms and conditions of the warrants and private placement warrants whether they are required to be classified
of these financial instruments as a liability as opposed to equity. Management has chosen to treat the Public and Private warrants
as equity based upon its analysis of the terms and conditions of the warrants.
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Founder
shares
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On
March 15, 2021, our sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009
per share. On November 19, 2021, we cancelled 718,750 founder share due to a downsize of the offering, resulting in
2,156,250 shares of our Class B common stock issued and outstanding (up to 281,250 shares of which are subject to forfeiture by our
sponsor depending on the extent to which the underwriters’ over-allotment option is exercised). 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 purchase price of the
founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares
issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of
the outstanding shares after this offering (excluding the placement units and underlying securities). As such, our initial stockholders
will collectively own approximately 22.8% of our issued and outstanding shares after this offering (including the placement
shares to be issued to the sponsor and assuming they do not purchase any units in this offering). Neither our sponsor nor any of
our officers or directors have expressed an intention to purchase any units in this offering. Up to 281,250 founder shares held by
our sponsor will be subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment
option is exercised so that our initial stockholders will maintain ownership of 20% of our common stock after this offering (excluding
the placement units and underlying securities). We will effect a stock dividend or share contribution prior to this offering should
the size of the offering change, in order to maintain such ownership percentage.
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The
founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that:
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the
founder shares are shares of Class B common stock that automatically convert into shares of our Class A common stock at the time
of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution
rights, as described herein;
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the
founder shares are subject to certain transfer restrictions, as described in more detail below;
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our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their
redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with the completion
of our initial business combination, (ii) waive their redemption rights with respect to any founder shares, placement shares and
public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or certain amendments to our amended and restated certificate of incorporation prior thereto or to redeem 100% of our
public shares if we do not execute a definitive agreement to complete an initial business combination within 12 months from the
closing of this offering or complete our initial business combination within 15 months from the closing of this offering (or
up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus) or (B) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their
rights to liquidating distributions from the trust account with respect to any founder shares and placement shares held by them if
we fail to execute a definitive agreement to complete an initial business combination within 12 months from the closing of this
offering or complete our initial business combination within 15 months from the closing of this offering (or up to 21 months
from the closing of this offering if extended as described elsewhere in this prospectus), 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;
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pursuant
to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by
them and any public shares they may acquire during or after this offering (including in open market and privately negotiated transactions)
in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote,
we will complete our initial business combination only if a majority of the then outstanding shares of common stock present and entitled
to vote at the meeting to approve the initial business combination are voted in favor of the initial business combination. As a result,
in the event that only the minimum number of shares representing a quorum is present at a stockholders’ meeting held to vote
on our initial business combination, in addition to our initial stockholders’ founder shares and placement shares, we would
need only 218,331, or 2.9%, of the 7,500,000 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 the over-allotment option is not exercised,
and that the initial stockholders do not purchase any units in this offering or units or shares in the after-market); and
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the
founder shares are entitled to registration rights.
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Transfer
restrictions on founder shares
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Our
initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable
upon conversion thereof) until the earlier to occur of: (A) six months after the completion of our initial business combination
and (B) subsequent to our initial business combination, if the reported last sale price of our Class A common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing after our initial business combination (except as described herein under the section
of this prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Placement Units”).
Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect
to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up.
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Founder
shares conversion and anti-dilution rights
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The
shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of the consummation
of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class
A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and
related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into
shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock
agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common
stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20%
of the sum of the total number of all shares of common stock outstanding upon the completion of this offering (excluding the placement
units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in
connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any
seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our
sponsor or its affiliates upon conversion of working capital loans made to us). The term “equity-linked securities” refers
to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a
financing transaction in connection with our initial business combination, including but not limited to a private placement of equity
or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable
upon the conversion or exercise of convertible securities, warrants or similar securities.
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Voting
Rights
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Holders
of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all
matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote, except as required
by law.
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Placement
units
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Our
sponsor has agreed to purchase an aggregate of 346,394 placement units (or 377,331
placement units if the over-allotment option is exercised in full) at a price of $10.00
per unit, for an aggregate purchase price of $3,463,935 ($3,773,310 if the
over-allotment option is exercised in full). Each placement unit is identical to the units
offered by this prospectus except as described below. There will be no redemption rights
or liquidating distributions from the trust account with respect to the founder shares, placement
shares, or placement warrants, which will expire worthless if we do not execute a definitive
agreement to complete an initial business combination within 12 months from the closing of
this offering or consummate a business combination within 15 months from the closing
of this offering (or up to 21 months from the closing of this offering if extended as
described elsewhere in this prospectus). Our initial stockholders have agreed to waive
their redemption rights with respect to any founder shares or placement shares (i) in connection
with the consummation of a business combination, (ii) in connection with a stockholder vote
to amend our amended and restated certificate of incorporation to modify the substance or
timing of our obligation to allow redemption in connection with our initial business combination
or certain amendments to our amended and restated certificate of incorporation prior thereto,
to redeem 100% of our public shares if we do not execute a definitive agreement to complete
an initial business combination within 12 months from the closing of this offering or
complete our initial business combination within 15 months from the completion of this offering
(or up to 21 months from the closing of this offering if extended as described elsewhere
in this prospectus) or with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity and (iii) if we fail to execute a
definitive agreement to complete an initial business combination within 12 months from the
closing of this offering or consummate a business combination within 15 months from the
completion of this offering (or up to 21 months from the closing of this offering if extended
as described elsewhere in this prospectus) or if we liquidate prior to the expiration
of the 12-month period (or up to 21 months from the closing of this offering if
extended as described elsewhere in this prospectus). However, our initial stockholders
will be entitled to redemption rights with respect to any public shares held by them if we
fail to consummate a business combination or liquidate within the 12-month period (or
up to 21 months from the closing of this offering if extended as described elsewhere in this
prospectus).
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Transfer
restrictions on placement units
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The
placement units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation
of our initial business combination except to permitted transferees.
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Redeemability
and cashless exercise of placement warrants
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The placement
warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by our sponsor or its permitted
transferees. If the placement warrants are held by someone other than our initial stockholder or its permitted transferees, the
placement warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the units
being sold in this offering.
If holders of placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time.
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Accordingly,
unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the
open market, the initial stockholder could be significantly restricted from doing so. As a result, we believe that allowing the holders
to exercise such warrants on a cashless basis is appropriate.
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Proceeds
to be held in trust account
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Nasdaq
rules provide that at least 90% of the gross proceeds from this offering and the sale of
the placement units be deposited in a trust account. Of the net proceeds of this offering
and the sale of the placement units, $76,125,000, or $10.15 per unit ($87,543,750,
or $10.15 per unit, if the underwriters’ over-allotment option is exercised
in full) will be placed into a trust account in the United States with Continental Stock
Transfer & Trust Company acting as trustee and J.P. Morgan Securities LLC acting as investment
manager.
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These
proceeds include $2,437,500 (or $2,803,125 if the underwriters’ over-allotment
option is exercised in full) in deferred underwriting commissions.
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Except
with respect to interest earned on the funds held in the trust account that may be released to us to pay our state franchise tax
obligations and income taxes on the interest gained and up to $100,000 of interest that may be used for our dissolution expenses,
the proceeds from this offering and the sale of the placement units held in the trust account will not be released from the trust
account until the earliest to occur of: (a) the completion of our initial business combination, (b) the redemption of any public
shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i)
to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain
amendments to our amended and restated certificate of incorporation prior thereto or to redeem 100% of our public shares if we do
not execute a definitive agreement to complete an initial business combination within 12 months from the closing of this offering
or complete our initial business combination within 15 months from the closing of this offering unless extended as described
elsewhere in this prospectus or (ii) with respect to any other provision relating to stockholders’ rights or pre-business
combination activity, and (c) the redemption of our public shares if we are unable to execute a definitive agreement to complete
an initial business combination within 12 months from the closing of this offering or complete our initial business combination
within 15 months from the closing of this offering, unless extended as described elsewhere in this prospectus, subject to
applicable law. 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 stockholders.
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Anticipated
expenses and funding sources
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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
securities 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. We will disclose in each quarterly and annual report
filed with the SEC prior to our initial business combination whether the proceeds deposited in the trust account are invested in
U.S. government treasury obligations or money market funds or a combination thereof. Based upon current interest rates, we expect
the trust account to generate approximately $76,000 of pre-tax interest annually assuming an interest rate of 0.1% per year;
however, we can provide no assurances regarding this amount.
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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 and the sale of the placement units not held in the trust account,
which will be approximately $950,000 in working capital after the payment of approximately
$451,435 in expenses relating to this offering; and
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any
loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although
they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds
held in the trust account unless such proceeds are released to us upon completion of an initial business combination.
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There
is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. We
may obtain equity capital or debt capital from third parties or from any target.
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Conditions
to completing our initial business combination
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Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the
value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest
earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.
Our board of directors will make the determination as to the fair market value of our initial business combination. If our board
of directors is not able to independently determine the fair market value of our initial business combination target, we will obtain
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with
respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make
an independent determination of the fair market value of our initial business combination target, it may be unable to do so if it
is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to
the value of a target’s assets or prospects. There is no limitation on our ability to raise funds privately, or through loans
in connection with our initial business combination. Additionally, pursuant to Nasdaq rules, any initial business combination must
be approved by a majority of our independent directors.
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We
anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our
public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or
(ii) in such a way so 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 target management team or stockholders, or for other reasons. However, we will
only complete an initial 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.
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Even
if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the
initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed
to the target and us in the initial business combination. 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.
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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 stockholders 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 taken into account for purposes of Nasdaq’s 80% fair market value test. If the initial business combination
involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions
and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking
stockholder approval, as applicable.
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Permitted
purchases of public shares and public warrants by our affiliates
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If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their
affiliates may purchase public 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. There is no limit on the number of shares or warrants our sponsor,
initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance
with applicable law and Nasdaq rules. However, apart from the purchase of the placement units, 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. If
they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information
not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate
that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private
transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such
purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect that 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.
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None
of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior to completion
of our initial business combination. See “Proposed Business — Permitted purchases of our securities” for a description
of how our sponsor, initial stockholders, directors, officers or any of their affiliates will select which stockholders to purchase
securities from in any private transaction.
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The
purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase
the likelihood of obtaining stockholder approval of the initial 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 shares of Class A common stock 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.
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Timeframe to complete our Initial business Combination
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If we are
unable to (i) execute a definitive agreement to complete an initial business combination
within 12 months from the closing of this offering, or (ii) complete any such business combination
which is the subject of such definitive agreement within 15 months from the closing of this
offering, unless such 15 months is extended for up to two (2) successive three-month periods
at our option up to 21 months in total from the closing of this offering) and provided further
that our sponsor deposits into the escrow account the sum of $0.10 per share (or $750,000
in the aggregate for each three-month extension or $1,500,000 in the aggregate for such additional
six (6) months or $862,500 in the aggregate for each three-month extension or $1,725,000
in the aggregate for such additional six (6) months if the over-allotment option is exercised
in full) we will (x) cease all operations except for the purpose of winding up, (y) as promptly
as reasonably possible but not more than ten business days thereafter, redeem 100% of the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any), subject to applicable law,
and (z) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in the case of clauses (y) and (z) above to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. In the event we elect
to extend the deadline, we intend to issue a press release announcing such intention at least
three days prior to the applicable deadline. In addition, we intend to issue a press release
the day after the applicable deadline announcing whether or not the funds have been timely
deposited.
Our public
shareholders will not have the right to vote upon or redeem their shares in connection with
these possible extensions from the initial 12 month period.
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Redemption
rights for public stockholders upon completion of our initial business combination
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Subject
to the satisfaction of the conditions to extend the original 12 month period to complete our business combination described elsewhere
in this prospectus and in our Certificate of incorporation, we
will provide our public stockholders with the opportunity to redeem all or a portion of their public 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 as of two business days prior to the consummation of our initial business combination, including interest earned on the funds
held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares,
subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.15 per public share,
however, there is no guarantee that investors will receive $10.15 per share upon redemption. 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 underwriters.
There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and placement shares held by them and any public shares they may acquire during or after
this offering in connection with the completion of our initial business combination or otherwise.
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Manner
of conducting redemptions
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We
will provide our public stockholders 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 stockholder meeting called to approve the initial business combination
or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial 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 stockholder approval under applicable law or
stock exchange listing requirements. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder
approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding
common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval.
We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is
required by law or stock exchange listing requirements or we choose to seek stockholder approval for business or other legal reasons.
So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s stockholder
approval rules.
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If
stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder
approval for business or other legal reasons, 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 stockholder approval, we will complete our initial business combination only if a majority of the then outstanding shares
of common stock present and entitled to vote at the meeting to approve the initial business combination are voted in favor of the
initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding
capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company
entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the letter agreement,
our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them and any public shares
acquired by them during or after this offering (including in open market and privately negotiated transactions) in favor of our initial
business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. Therefore, a total of as little
as 2,430,349 voting shares would be able to approve any business combination. As a result, in addition to our initial stockholders’
founder shares and placement shares, we would need only 218,331, or 2.9%, of the 7,500,000 public shares sold in this offering
to be voted in favor of an initial business combination (assuming only the minimum number of shares representing a quorum are voted)
in order to have our initial business combination approved (assuming the over-allotment option is not exercised, and that
the initial stockholders do not purchase any units in this offering or units or shares in the after-market).
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We
intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting,
if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and
the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.
Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.
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If
a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will,
pursuant to our amended and restated certificate of incorporation:
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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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Such
provisions may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon.
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Whether
or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with
the opportunity to redeem their public shares by one of the two methods listed above. 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 shares of our Class A common stock in the open market, in order to comply
with Rule 14e-5 under the Exchange Act.
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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, we will not redeem any public shares unless our net tangible assets
will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment
of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any
greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the
initial business combination.
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We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender
offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business
combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. We believe
that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action
from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed
initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates
delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares.
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Our
amended and restated certificate of incorporation will provide that in no event will we redeem our public shares unless our net tangible
assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment
of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any
greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
For example, the proposed initial 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 initial business combination. In the event the aggregate
cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus
any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate
amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all shares of Class
A common stock submitted for redemption will be returned to the holders thereof.
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Limitation
on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote
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Notwithstanding
the foregoing redemption rights, if we seek stockholder 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 certificate of incorporation
will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder
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 stockholders 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. By limiting our stockholders’ 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 stockholders to unreasonably
attempt to block our ability to complete our initial business combination, particularly in connection with an initial 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 stockholders’ ability to vote all of their shares (including all shares held by those stockholders that
hold more than 15% of the shares sold in this offering) for or against our initial business combination.
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Redemption
rights in connection with proposed amendments to our certificate of incorporation
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Our
amended and restated certificate of incorporation will provide that any of its provisions related to pre-initial business combination
activity (including the requirement to deposit proceeds of this offering and the private placement of units into the trust account
and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described
herein) may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon, and corresponding provisions
of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65%
of our common stock entitled to vote thereon. In all other instances, our amended and restated certificate of incorporation may be
amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the
Delaware General Corporation Law, or DGCL, or applicable stock exchange rules.
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Under
our amended and restated certificate of incorporation, we may not issue additional securities that can vote on amendments to our
amended and restated certificate of incorporation or on our initial business combination or that would entitle holders thereof to
receive funds from the trust account. Our initial stockholders, who will collectively beneficially own approximately 22.8%
of our common stock upon the closing of this offering (including the placement shares to be issued to the sponsor and assuming they
do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation
and/or trust agreement and will have the discretion to vote in any manner they choose. Our sponsor, executive officers, and directors
have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate
of incorporation (i) to modify the substance or timing of our obligation to allow holders to redeem their shares in connection with
an initial business combination or to redeem 100% of our public shares if we do not execute a definitive agreement to complete
an initial business combination within 12 months from the closing of this offering or complete our initial business combination
within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as described
elsewhere in this prospectus) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business
combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock
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 (which interest shall be net of taxes payable) divided by the number of then outstanding public shares.
Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares and placement shares and any public shares held by them in connection with the
completion of our initial business combination.
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Release
of funds in trust account on closing of our initial business combination
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On
the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public
stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon
completion of our initial business combination.” We will use the remaining funds to pay the underwriters their 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. 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.
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Redemption
of public shares and distribution and liquidation if no initial business combination
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Our
amended and restated certificate of incorporation will provide that (i) we will have only 12 months from the closing of this offering
to execute a definitive agreement to complete an initial business combination and (ii) we will have only 15 months from the closing
of this offering to complete our initial business combination which may be extended to up to 21 months from the closing of this
offering as described elsewhere in this prospectus. If we are unable to complete our initial business combination within such
15-month period (and our stockholders have not approved an amendment to our amended and restated certificate of incorporation extending
this time period), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in
the case of clauses (ii) and (iii) above to our obligations under Delaware 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 execute a definitive agreement to complete an initial business combination within the 12-month
period or complete our initial business combination within the 15-month time period (or up to 21 month-period if extended
as described elsewhere in this prospectus).
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Our
sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and placement shares if we are forced to liquidate. The underwriters have agreed to waive
their rights to their deferred underwriting commission in the event we do not complete our initial business combination and subsequently
liquidated and, in such event, the deferred fees will be included with the funds held in the trust account that will be available
to fund the redemption of our public shares.
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Ability to extend time to complete business combination
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If we are unable to complete a business combination
which is the subject of an executed definitive agreement within 15 months from the closing of this offering, we may, by resolution
of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by
an additional three months (for a total of up to 21 months from the closing of this offering), subject to the sponsor depositing
additional funds into the trust account as set out below. Public stockholders, in this situation, will not be offered the opportunity
to vote on or redeem their shares in connection with such extensions. Pursuant to the terms of our certificate of incorporation and
the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus,
in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates
or designees, upon five business days advance notice prior to the applicable deadline, must deposit into the trust account $750,000,
or $862,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case), on or prior to
the date of the applicable deadline, for each of the available three-month extensions, providing a total possible business combination
period of up to 21 months at a total payment value of $1,500,000, or $1,725,000 if the underwriters’ over-allotment option
is exercised in full ($0.20 per unit in either case). Any such payments would be made in the form of non-interest bearing loans.
If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds
of the trust account released to us or convert a portion or all of the total loan amount into units at a price of $10.00 per unit,
which units will be identical to the placement units. If we do not complete a business combination, we will repay such loans only
from funds held outside of the trust account. Furthermore, the letter agreement with our initial stockholders contains a provision
pursuant to which our sponsor has agreed to waive its right to be repaid for such loans to the extent there is insufficient funds
held outside of the trust account in the event that we do not complete a business combination. Our sponsor and its affiliates or
designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. In
the event we receive notice from our sponsor five days prior to the applicable deadline of their intent to effect an extension, we
intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend
to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.
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Limited
payments to insiders
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Other
than as described below, there will be no finder’s fees, reimbursement, consulting fee, non-cash payments, monies
in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors or any affiliate
of our sponsor, officers or directors prior to, or in connection with any services rendered in order to effectuate, the consummation
of our initial business combination (regardless of the type of transaction that it is). The following payments may be made
to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering
and the sale of the placement units held in the trust account prior to the completion of our initial business combination:
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Repayment
of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
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Payment
to Genesis Unicorn Capital, LLC, our sponsor, of $10,000 per month, for up to 21 months, for office space, utilities and secretarial
and administrative support (provided however, after the 15th month, such fee will be paid from the proceeds of an additional
loan made by the sponsor);
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Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
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Repayment
of non-interest bearing 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, the terms of which (other than as described
above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans
may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business
combination. The units would be identical to the placement units.
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Our
audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their
respective affiliates.
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Audit
Committee
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We
will establish and maintain an audit committee, which will be composed entirely of independent directors to, among other things,
monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified,
then the audit committee will be charged with the responsibility to immediately 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 of this prospectus entitled
“Management — Committees of the Board of Directors — Audit Committee.”
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Indemnity
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Our
sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar
agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.15
per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the
trust account, if less than $10.15 per public share due to reductions in the value of the trust assets, less taxes payable,
provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of
any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims
under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities
Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities
of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers
or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target
businesses.
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Risks
We
are a newly formed company that has conducted no operations and has generated no revenues. Until we complete our initial business combination,
we will have no operations other than sourcing a potential target business and will generate no operating revenues. In making your decision
whether to invest in our securities, you should take into account not only the background of our management team, but also the special
risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities
Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional
information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus entitled
“Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should
carefully consider these and the other risks set forth in the section of this prospectus entitled “Risk Factors” beginning
on page 31 of this prospectus.
SUMMARY
OF RISK FACTORS
Our
business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk
Factors,” that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence
of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination
with other events or circumstances, may adversely affect our ability to effect a business combination, and may have an adverse
effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to:
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newly
formed company without an operating history;
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our
ability to continue as a “going concern;”
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lack
of opportunity to vote on our proposed business combination;
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lack
of protections afforded to investors of blank check companies;
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issuance
of equity and/or debt securities to complete a business combination;
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lack
of working capital;
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third-party
claims reducing the per-share redemption price;
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negative
interest rate for securities in which we invest the funds held in the trust account;
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our
stockholders being held liable for claims by third parties against us;
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failure
to enforce our sponsor’s indemnification obligations;
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the
ability of warrant holders to obtain a favorable judicial forum for disputes with our company;
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dependence
on key personnel;
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conflicts
of interest of our sponsor, officers and directors and the representative;
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certain of our officer and directors are now, and
all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted
by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business
opportunity should be presented;
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the
delisting of our securities by Nasdaq;
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dependence
on a single target business with a limited number of products or services;
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shares
being redeemed and warrants becoming worthless;
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our
competitors with advantages over us in seeking business combinations;
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ability
to obtain additional financing;
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our
initial stockholders controlling a substantial interest in us;
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the
adverse effect of warrants and founder shares on the market price of our common stock;
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disadvantageous
timing for redeeming warrants;
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registration
rights’ adverse effect on the market price of our common stock;
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impact
of COVID-19 and related risks;
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business
combination with a company located in a foreign jurisdiction;
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changes
in laws or regulations; tax consequences to business combinations; and
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exclusive
forum provisions in our amended and restated certificate of incorporation and warrants.
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Summary
Financial Data
The
following table summarizes the relevant financial data for our business as of September 30, 2021 on an actual basis and as adjusted
to give effect to the sale of the units in this offering, the sale of the placement units and the other transactions described below
as if they had occurred on that date, and should be read with our financial statements, which are included in this prospectus. We
have not had any significant operations to date, so only balance sheet data is presented.
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September 30,
2021
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Actual
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As
Adjusted
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Balance Sheet Data:
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Working capital deficiency
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$
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99,148
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$
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74,645,722
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Total assets
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$
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117,200
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$
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77,083,222
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Total liabilities
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$
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108,978
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$
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2,437,500
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Stockholders’ equity (deficit)
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$
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8,222
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$
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(1,479,278
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)
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Value of Class A common stock subject to redemption
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$
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-
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$
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76,125,000
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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.
Risks
Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially
adversely affected by the recent coronavirus (COVID-19) pandemic.
The
COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide,
and the business of any potential target business with which we consummate a business combination could be materially and adversely affected.
Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the
ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable
to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning
the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19
or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the
operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there
may be more competition for attractive targets. This could increase the cost of our initial business combination and could even
result in our inability to find a target or to consummate an initial business combination.
In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets
for special purpose acquisition companies have already entered into an initial business combination, and there are still many special
purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.
As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify
a suitable target and to consummate an initial business combination.
In
addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target
companies to demand improved financial terms.
Attractive
deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases
in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase
the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result
in our inability to consummate an initial business combination on terms favorable to our investors altogether.
Our
public stockholders 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 public stockholders do not support such a combination.
We
may choose not to hold a stockholder vote to approve our initial business combination unless the initial business combination would require
stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business
or other legal reasons. Except as required by applicable law or stock exchange requirements, the decision as to whether we will seek
stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer
will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether
the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business
combination even if holders of a majority of our public shares do not approve of the initial business combination we complete. Please
see the section of this prospectus entitled “Proposed Business — Stockholders May Not Have the Ability to Approve Our Initial
Business Combination” for additional information.
If
we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial
business combination, regardless of how our public stockholders vote.
Pursuant to the letter agreement,
our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them, as well as any public shares
they may acquire during or after this offering (including in open market and privately negotiated transactions), in favor of our initial
business combination. As a result, in addition to our initial stockholders’ founder shares, and placement shares, we would need
only 218,331, or 2.9%, of the 7,500,000 public shares sold in this offering to be voted in favor of an initial business
combination (assuming only the minimum number of shares representing a quorum are voted, and that the initial stockholders do
not purchase any units in this offering or units or shares in the after-market) in order to have our initial business combination approved
(assuming the over-allotment option is not exercised). Our initial stockholders will own shares representing approximately 22.8%
of our outstanding shares of common stock immediately following the completion of this offering and the private placement (including
the placement shares to be issued to the sponsor and assuming they do not purchase any units in this offering). Accordingly, if we seek
stockholder approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our initial business
combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.
Your
only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your
right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial
business combination. Since our board of directors may complete an initial business combination without seeking stockholder approval,
public stockholders may not have the right or opportunity to vote on the initial business combination, unless we seek such stockholder
vote. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential
business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business
days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.
The
ability of our public stockholders 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 an initial business combination with a target.
We
may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the initial business combination. Furthermore,
in no event will we redeem our public shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon
consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject
to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the
agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause
our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of underwriters’
fees and commissions or such greater amount necessary to satisfy a closing condition, each as described above, we would not proceed with
such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets
will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us.
The
ability of our public stockholders 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.
At
the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption
rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the
purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust
account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for
redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust
account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision
of the Class B common stock result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class
B common stock at the time of the consummation of our business combination. The above considerations may limit our ability to complete
the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions
payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination.
The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred
underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our
obligation to pay the deferred underwriting commissions.
The
ability of our public stockholders 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 stock.
If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until
we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however,
at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer
a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you
are able to sell your stock in the open market.
The
requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage
over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination
targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms
that would produce value for our stockholders.
Any potential target business
with which we enter into negotiations concerning an initial business combination will be aware that we must execute a definitive agreement
to complete an initial business combination within 12 months from the closing of this offering and complete our initial business
combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as
described elsewhere in this prospectus). Consequently, such target business may obtain leverage over us in negotiating an initial
business combination, knowing that if we do not complete our initial business combination with that particular target business, we may
be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe
described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on
terms that we would have rejected upon a more comprehensive investigation.
We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only
receive $10.15 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
Our amended and restated certificate
of incorporation will provide that (i) we will have only 12 months from the closing of this offering to execute a definitive agreement
to complete an initial business combination and (ii) we must complete our initial business combination within 15 months from the
closing of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus).
We may not be able to find a suitable target business and complete our initial business combination within such time period. Our
ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital
and debt markets and the other risks described herein. For example, if the outbreak of COVID-19 continues to grow both in the U.S. and
globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to
complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party
financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses
we may seek to acquire.
If
we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of
directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.15
per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.15
per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the
trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share”
and other risk factors below.
If
we seek stockholder approval of our initial business combination, our sponsor, directors, officers and their affiliates may elect to
purchase shares or warrants from public stockholders, which may influence a vote on a proposed initial business combination and reduce
the public “float” of our Class A common stock.
If
we seek stockholder 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, officers or their affiliates may purchase public shares or public
warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion
of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans
or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds
in the trust account will be used to purchase shares or public warrants in such transactions.
Such
a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer
the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers
or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise
their redemption rights or submitted a proxy to vote against our initial business combination, such selling stockholders would be required
to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The price per
share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem
its shares in connection with our initial business combination. The purpose of such purchases could be to vote such shares in favor of
the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial 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.
We expect that 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.
In
addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of
beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading
of our securities on a national securities exchange.
If
a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or
fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business
combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable,
such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents,
as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe
the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our
public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” to either deliver their stock certificates to our transfer agent prior to the date set forth in the tender offer documents
mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the
event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder
fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not
be redeemed. See the section of this prospectus entitled “Proposed Business — Redemption Rights for Public Stockholders upon
Completion of our Initial Business Combination — Tendering Stock Certificates in Connection with a Tender Offer or Redemption Rights.”
You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your
investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
Our public stockholders will be
entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination,
and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the
limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend
our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in
connection with our initial business combination or certain amendments to our amended and restated certificate of incorporation prior
thereto or to redeem 100% of our public shares if we do not execute a definitive agreement to complete an initial business combination
within 12 months from the closing of this offering or complete our initial business combination within 15 months from the closing
of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus)
or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii)
the redemption of our public shares if we are unable to execute a definitive agreement to complete an initial business combination
within 12 months from the closing of this offering or complete an initial business combination within 15 months from the closing
of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus),
subject to applicable law and as further described herein. In no other circumstances will a public stockholder have any right or interest
of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect
to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at
a loss.
You
will not be entitled to protections normally afforded to investors of many other blank check companies.
Since
the net proceeds of this offering and the sale of the placement units are intended to be used to complete an initial business combination
with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States
securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering
and the sale of the placement units and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this
fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors
will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable
and we will have a longer period of time to complete our business combination than do companies subject to Rule 419. Moreover, if this
offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to
us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.
For a more detailed comparison of our offering to offerings that comply with Rule 419, please see the section of this prospectus entitled
“Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”
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 stockholders may receive
only approximately $10.15 per share on our redemption of our public shares, or less than such amount in certain circumstances,
and our warrants will expire worthless.
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses
we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting,
directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors
possess greater technical, human and other resources or more industry knowledge than we do, and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially
acquire with the net proceeds of this offering and the sale of the placement units, our ability to compete with respect to the acquisition
of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because we are obligated to pay cash
for the shares of Class A common stock which our public stockholders redeem in connection with our initial business combination, target
companies will be aware that this may reduce the resources available to us for our initial business combination. This may place us at
a competitive disadvantage in successfully negotiating and completing an initial business combination. If we are unable to complete our
initial business combination, our public stockholders may receive only approximately $10.15 per share on the liquidation of our
trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.15
per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account
could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share” and other
risk factors herein.
If
the net proceeds of this offering and the sale of the placement units not being held in the trust account are insufficient to allow us
to operate for at least the 15 months following the closing of this offering, we may be unable to complete our initial business
combination, in which case our public stockholders may only receive $10.15 per share, or less than such amount in certain circumstances,
and our warrants will expire worthless.
The
funds available to us outside of the trust account to fund our working capital requirements may not be sufficient to allow us to operate
for at least the 15 months following the closing of this offering, assuming that our initial business combination is not completed
during that time. We believe that, upon the closing of this offering, the funds available to us outside of the trust account will be
sufficient to allow us to operate for at least the 15 months following such closing; however, we cannot assure you that our estimate
is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us
with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop”
provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around
for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed
initial business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger
agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds
(whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence
with respect to, a target business. If we are unable to complete our initial business combination, our public stockholders may receive
only approximately $10.15 per share on the liquidation of our trust account and our warrants will expire worthless. In certain
circumstances, our public stockholders may receive less than $10.15 per share upon our liquidation. See “— If third
parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by stockholders may be less than $10.15 per share” and other risk factors herein.
If
the net proceeds of this offering and the sale of the placement units not being held in the trust account are insufficient, it could
limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we
will depend on loans from our sponsor or management team to fund our search for an initial business combination, to pay our taxes and
to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business
combination.
Of the net proceeds of this offering
and the sale of the placement units, only approximately $950,000 will be available to us initially outside the trust account to
fund our working capital requirements. In the event that our offering expenses exceed our estimate of $451,435, we may fund such excess
with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would
decrease by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease.
Conversely, in the event that the offering expenses are less than our estimate of $451,435, the amount of funds we intend to be held
outside the trust account would increase by a corresponding amount. If we are required to seek additional capital, we would need to borrow
funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. None of our sponsor, members
of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances
would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.
Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation
of our initial business combination. The units would be identical to the placement units. Prior to the completion of our initial business
combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third
parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our
initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the trust account. Consequently, our public stockholders may only receive approximately $10.15 per share on our redemption of our public
shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.15 per share
on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account
could be reduced and the per-share redemption amount received by stockholders may be less than $10.15 per share” and other risk
factors below.
Subsequent
to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price,
which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will surface
all material issues that may be present inside a particular target business, that it would be possible to uncover all material issues
through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later
arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment
or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though
these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature
could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate
net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue
of our obtaining debt financing to partially finance the initial business combination. Accordingly, any stockholders who choose to remain
stockholders following the initial business combination could suffer a reduction in the value of their shares. Such stockholders are
unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach
by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private
claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination
constituted an actionable material misstatement or omission.
If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by stockholders may be less than $10.15 per share.
Our
placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all
vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders,
such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims
against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims
to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would
be significantly more beneficial to us than any alternative. MaloneBailey LLP, our independent registered public accounting firm,
and the underwriters of this offering, will not execute agreements with us waiving such claims to the monies held in the trust account.
Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption
of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise
of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors
that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount
received by public stockholders could be less than the $10.15 per share initially held in the trust account, due to claims of
such creditors.
Pursuant to the letter agreement,
the form of which is filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part, our sponsor has agreed
that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective
target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination
agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per public share and (ii) the actual
amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15
per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any
claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account
(whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering
against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such
indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations
and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would
be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without
limitation, claims by vendors and prospective target businesses.
Our
directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in
the trust account available for distribution to our public stockholders.
In the event that the proceeds
in the trust account are reduced below the lesser of (i) $10.15 per share and (ii) the actual amount per share held in the trust
account as of the date of the liquidation of the trust account if less than $10.15 per share due to reductions in the value of
the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to
satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would
determine whether to take legal action against our sponsor to enforce its indemnification obligations.
While
we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary
duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent
directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not
likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account
available for distribution to our public stockholders may be reduced below $10.15 per share.
We
may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have
agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against
the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)
we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify
our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their
fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and
directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors
pursuant to these indemnification provisions.
If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be
exposed to claims of punitive damages.
If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor
and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy
court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having
breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages,
by paying public stockholders from the trust account prior to addressing the claims of creditors.
If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our
stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be
reduced.
If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy
petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders
in connection with our liquidation may be reduced.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions
on the nature of our investments; and
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restrictions
on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
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addition, we may have imposed upon us burdensome requirements, including:
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registration
as an investment company with the SEC;
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adoption
of a specific form of corporate structure; and
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reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must
ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities
do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our
total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and
complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not
plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets
or to be a passive investor.
We do not believe that our anticipated
principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested
in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act
which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest
in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted
at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank
or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company
Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities.
The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business
combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and
restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with
our initial business combination or certain amendments to our amended and restated certificate of incorporation prior thereto or to redeem
100% of our public shares if we do not execute a definitive agreement to complete an initial business combination within 12 months
from the closing of this offering or complete our initial business combination within 15 months from the closing of this offering
(or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus) or (B) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent the execution
of a definitive agreement to complete an initial business combination within 12 months from the closing of this offering and an initial
business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended
as described elsewhere in this prospectus), our return of the funds held in the trust account to our public stockholders as part
of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment
Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would
require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination
or may result in our liquidation. If we are unable to complete our initial business combination, our public stockholders may receive
only approximately $10.15 per share on the liquidation of our trust account and our warrants will expire worthless.
Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
Under the DGCL, stockholders may
be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The
pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we
do not execute a definitive agreement to complete an initial business combination within 12 months from the closing of this offering
or complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing
of this offering if extended as described elsewhere in this prospectus) may be considered a liquidating distribution under Delaware
law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable
provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the
corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before
any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited
to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability
of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public
shares as soon as reasonably possible following the 12th month from the closing of
this offering in the event we do not execute a definitive agreement to complete an initial business combination within 12 months from
the closing of this offering and it is our intention to redeem our public shares as soon as reasonably possible following the 15th
month (or up to 21st month) from the closing of this offering in the event we do not complete our initial business combination
within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere
in this prospectus) and, therefore, we do not intend to comply with the foregoing procedures.
Because we will not be complying
with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for
our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our
dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching
for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment
bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability
of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the
claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary
of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such,
our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability
of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed
to our public stockholders upon the redemption of our public shares in the event we do not execute a definitive agreement to complete
an initial business combination within 12 months from the closing of this offering or complete our initial business combination within
15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere
in this prospectus) is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to
be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently
unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after
the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
We
may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the
opportunity for our stockholders to elect directors.
In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year
after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold
an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by
written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation
of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.
Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they
may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)
of the DGCL.
The
grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and
the future exercise of such rights may adversely affect the market price of our Class A common stock.
Pursuant
to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial stockholders,
their permitted transferees can demand that we register the resale of the placement units, the placement shares, the placement warrants,
the shares of Class A common stock issuable upon exercise of the placement warrants, the shares of Class A common stock issuable upon
conversion of the founder shares and the shares of Class A common stock included in the placement units and holders of units that may
be issued upon conversion of working capital loans may demand that we register the resale of such shares of Class A common stock, warrants
or the Class A common stock issuable upon exercise of such units and warrants. We will bear the cost of registering these securities.
The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect
on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial business
combination more costly or difficult to complete. This is because the stockholders of the target business may increase the equity stake
they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A
common stock that is expected when the securities owned by our initial stockholders or holders of working capital loans or their respective
permitted transferees are registered.
Because
we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses
with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s
operations.
We
will seek to complete an initial business combination with companies in the technology industry but may also pursue other business combination
opportunities, except that we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our initial
business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or
approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or
risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.
To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations
with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of
sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances
that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove
to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of
their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim
that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they
are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,
relating to the business combination contained an actionable material misstatement or material omission.
We
may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of
expertise.
Although
we intend to focus on identifying technology companies, we will consider an initial business combination outside of our management’s
area of expertise if an initial business combination candidate is presented to us and we determine that such candidate offers an attractive
business combination opportunity for our company or we are unable to identify a suitable candidate in this sector after having expanded
a reasonable amount of time and effort in an attempt to do so. Although our management will endeavor to evaluate the risks inherent in
any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant
risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in
this offering than a direct investment, if an opportunity were available, in an initial business combination candidate. In the event
we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise
may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of
our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our
management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose
to remain stockholders following our initial business combination could suffer a reduction in the value of their shares. Such stockholders
are unlikely to have a remedy for such reduction in value.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria
and guidelines.
Although we have identified general
criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into
our initial business combination will not have all of these positive attributes. If we complete our initial business combination with
a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which
may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain
amount of cash. In addition, if stockholder approval of the transaction is required by applicable law or stock exchange requirements,
or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder
approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable
to complete our initial business combination, our public stockholders may receive only approximately $10.15 per share on the liquidation
of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than
$10.15 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.15
per share” and other risk factors herein.
We
may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue,
cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
To
the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record
of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These
risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all
of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be
outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target
business.
We
are not required to obtain a fairness opinion and consequently, you may have no assurance from an independent source that the price we
are paying for the business is fair to our company from a financial point of view.
Unless
we complete our initial business combination with an affiliated entity or our board cannot independently determine the fair market value
of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions that the price we are paying is fair to our company from a financial point
of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair
market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials
or tender offer documents, as applicable, related to our initial business combination.
Resources
could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders
may receive only approximately $10.15 per share, or less than such amount in certain circumstances, on the liquidation of our
trust account and our warrants will expire worthless.
We anticipate that the investigation
of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we
decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely
would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial
business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the
related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.15 per
share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders
may receive less than $10.15 per share on the redemption of their shares. See “— If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less
than $10.15 per share” and other risk factors herein.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may
adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
Although
we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding
debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We have agreed that
we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind
in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption
from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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default
and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt
obligations;
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acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our
immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
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our
inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such
financing while the debt security is outstanding;
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our
inability to pay dividends on our common stock;
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using
a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends
on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general
corporate purposes;
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limitations
on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased
vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution
of our strategy; and
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other
disadvantages compared to our competitors who have less debt.
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We
may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan
after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the
Class B common stock at a ratio greater than one-to-one at the time of the consummation of our initial business combination as a
result of the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute
the interest of our stockholders and likely present other risks.
Our amended and restated certificate
of incorporation will authorize the issuance of up to 125,000,000 shares of Class A common stock, par value $0.0001 per share, 12,500,000
shares of Class B common stock, par value $0.0001 per share, and 1,250,000 shares of preferred stock, par value $0.0001 per share.
Immediately after this offering and the sale of the placement units, there will be 117,116,106
and 10,625,000 (assuming, in each case, that the underwriters have not exercised their over-allotment option) authorized but unissued
shares of Class A common stock and Class B common stock, respectively, available for issuance, which amount does not take into
account the shares of Class A common stock reserved for issuance upon exercise of outstanding warrants or the shares of Class A
common stock issuable upon conversion of Class B common stock. Immediately after the consummation of this offering, there will be
no shares of preferred stock issued and outstanding. Shares of Class B common stock are convertible into shares of our Class A
common stock initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which
we issue Class A common stock or equity-linked securities related to our initial business combination.
We may issue a substantial number
of additional shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after
completion of our initial business combination (although our amended and restated certificate of incorporation will provide that we may
not issue securities that can vote with common stockholders on matters related to our pre-initial business combination activity). We
may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the time
of the consummation of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated
certificate of incorporation. However, our amended and restated certificate of incorporation will provide, among other things, that prior
to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i)
receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our amended and restated certificate
of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with the approval of our
stockholders. However, our 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 certificate of incorporation (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or certain amendments to our amended and restated
certificate of incorporation prior thereto or to redeem 100% of our public shares if we do not execute a definitive agreement to complete
an initial business combination within 12 months from the closing of this offering or complete our initial business combination within
15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere
in this prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock 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
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
The
issuance of additional shares of common or preferred stock:
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may
significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions
in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the
Class B common stock;
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may
subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common
stock;
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could
cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things,
our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors;
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may
have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person
seeking to obtain control of us; and
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may
adversely affect prevailing market prices for our units, Class A common stock and/or warrants.
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We
may only be able to complete one business combination with the proceeds of this offering, the sale of the placement units, which will
cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This
lack of diversification may negatively impact our operating results and profitability.
Of the net proceeds from this
offering and the sale of the placement units, $76,125,000 (or $87,543,750 if the underwriters’ over-allotment option
is exercised in full) will be available to complete our initial business combination and pay related fees and expenses (which includes
up to $2,437,500, or up to $2,803,125 if the over-allotment option is exercised in full, for the payment of deferred underwriting
commissions).
We
may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within
a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business
because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma
financial statements with the SEC that present operating results and the financial condition of several target businesses as if they
had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification
may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete
several business combinations in different industries or different areas of a single industry. In addition, we intend to focus our search
for an initial business combination in a single industry. Accordingly, the prospects for our success may be:
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solely
dependent upon the performance of a single business, property or asset, or
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dependent
upon the development or market acceptance of a single or limited number of products, processes or services.
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This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial
adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete
our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make
it more difficult for us, and delay our ability, to complete our initial business combination. We do not, however, intend to purchase
multiple businesses in unrelated industries in conjunction with our initial business combination. With multiple business combinations,
we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence
investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations
and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks,
it could negatively impact our profitability and results of operations.
We
may attempt to complete our initial business combination with a private company about which little information is available, which may
result in an initial business combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our initial business combination strategy, we may seek to effectuate our initial business combination with a privately held
company. Very little public information generally exists about private companies, and we could be required to make our decision on whether
to pursue a potential initial business combination on the basis of limited information, which may result in an initial business combination
with a company that is not as profitable as we suspected, if at all.
Our
management may not be able to maintain control of a target business after our initial business combination.
We
may structure an initial business combination so that the post-transaction company in which our public stockholders own shares will own
less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-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 us not to be required to register as an investment company under the Investment Company Act. We will not
consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities
of the target, our stockholders prior to the 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 initial business combination. For example, we could
pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding
capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial
number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding
shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings
resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly,
this may make it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed
to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary
shares.
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 will 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 seeking redemption rights with respect to more than an aggregate of 15% of the
shares sold in this offering, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem
the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material
loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions
with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number
of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially
at a loss.
In
order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their
charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our
amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our
initial business combination that our stockholders may not support.
In order to effectuate an initial
business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing
instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination,
increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants,
amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated
certificate of incorporation will require the approval of holders of 65% of our common stock, and amending our warrant agreement will
require a vote of holders of at least a majority of the public warrants (which may include public warrants acquired by our sponsor or
its affiliates in this offering or thereafter in the open market). In addition, our amended and restated certificate of incorporation
requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment
to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or certain amendments to our amended and restated certificate of incorporation prior
thereto or to redeem 100% of our public shares if we do not execute a definitive agreement to complete an initial business combination
within 12 months from the closing of this offering or complete our initial business combination within 15 months from the closing
of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus)
or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity.
To
the extent any such amendments would be deemed to fundamentally change the nature of any securities offered through this registration
statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we
will not seek to amend our amended and restated certificate of incorporation or governing instruments or extend the time
to consummate an initial business combination in order to effectuate our initial business combination.
The
provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding
provisions of the agreement governing the release of funds from our trust account), including an amendment to permit us to withdraw funds
from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced
or eliminated, may be amended with the approval of holders of at least 65% of our common stock, which is a lower amendment threshold
than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation
and the trust agreement to facilitate the completion of an initial business combination that some of our stockholders may not support.
Our
amended and restated certificate of incorporation will provide that any of its provisions related to pre-initial business combination
activity (including the requirement to deposit proceeds of this offering and the sale of the placement units into the trust account and
not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein
and including to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption
or liquidation is substantially reduced or eliminated) may be amended if approved by holders of at least 65% of our common stock entitled
to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended
if approved by holders of at least 65% of our common stock entitled to vote thereon. In all other instances, our amended and restated
certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject
to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that can vote on amendments
to our amended and restated certificate of incorporation. Our initial stockholders, who will collectively beneficially own approximately
22.8% of our common stock upon the closing of this offering (including the placement shares to be issued to the sponsor and assuming
they do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation
and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions
of our amended and restated certificate of incorporation which govern our pre-initial business combination behavior more easily than
some other blank check companies, and this may increase our ability to complete an initial business combination with which you do not
agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.
Our sponsor, officers and directors
have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate
of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or certain amendments to our amended and restated certificate of incorporation prior thereto or to redeem 100% of our public
shares if we do not execute a definitive agreement to complete an initial business combination within 12 months from the closing of
this offering or complete our initial business combination within 15 months from the closing of this offering (or up to 21 months
from the closing of this offering if extended as described elsewhere in this prospectus) or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the
opportunity to redeem their shares of Class A common stock 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, divided by the number of then outstanding public shares. These agreements
are contained in a letter agreement that we have entered into with our sponsor, officers and directors. Our stockholders are not parties
to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor,
officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue
a stockholder derivative action, subject to applicable law.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination.
We have not selected any specific
business combination target, but intend to target businesses larger than we could acquire with the net proceeds of this offering and
the sale of the placement units. As a result, we may be required to seek additional financing to complete such proposed initial business
combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional
financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure
the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, the amount
of additional financing we may be required to obtain could increase as a result of future growth capital needs for any particular transaction,
the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number
of shares from stockholders who elect redemption in connection with our initial business combination and/or the terms of negotiated transactions
to purchase shares in connection with our initial business combination. If we are unable to complete our initial business combination,
our public stockholders may receive only approximately $10.15 per share plus any pro rata interest earned on the funds held in
the trust account and not previously released to us to pay our taxes on the liquidation of our trust account and our warrants will expire
worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such
financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse
effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to
provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business
combination, our public stockholders may only receive approximately $10.15 per share on the liquidation of our trust account,
and our warrants will expire worthless. Furthermore, as described in the risk factor entitled “If third parties bring claims against
us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less
than $10.15 per share,” under certain circumstances our public stockholders may receive less than $10.00 per share upon
the liquidation of the trust account.
Our
initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not
support.
Upon
the closing of this offering, our initial stockholders will own shares representing approximately 22.8% of our issued and outstanding
shares of common stock (including the placement shares to be issued to the sponsor and assuming they do not purchase any units in this
offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that
you do not support, including amendments to our amended and restated certificate of incorporation and approval of major corporate transactions.
If our initial stockholders purchase any units in this offering or if our initial stockholders purchase any additional shares of common
stock in the aftermarket or in privately negotiated transactions, this would increase their control. Factors that would be considered
in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition,
our board of directors, whose members were elected by our initial stockholders, is and will be divided into two classes, each of which
will generally serve for a term of two years with only one class of directors being elected in each year. We may not hold an annual meeting
of stockholders to elect new directors prior to the completion of our initial business combination, in which case all of the current
directors will continue in office until at least the completion of the initial business combination. If there is an annual meeting, as
a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election
and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly,
our initial stockholders will continue to exert control at least until the completion of our initial business combination.
Our
sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.01 per founder share. As a result of this low
initial price, our sponsor, its affiliates and our management team stand to make a substantial profit even if an initial business combination
subsequently declines in value or is unprofitable for our public stockholders.
As
a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and our management team could make a substantial
profit even if we select and consummate an initial business combination with an acquisition target that subsequently declines in value
or is unprofitable for our public stockholders. Thus, such parties may have more of an economic incentive for us to enter into an initial
business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of
revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.
Because
we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.
The
federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial
significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial
statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These
financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted
in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards
Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with
the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may
limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements
in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within
the prescribed time frame.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial
financial and management resources, and increase the time and costs of completing an initial business combination.
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report
on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company,
we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control
over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act
particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial
business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such business combination.
If
we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be
subject to a variety of additional risks that may negatively impact our operations.
If
we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be
subject to any special considerations or risks associated with companies operating in an international setting, including any of the
following:
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higher
costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements
of overseas markets;
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rules
and regulations regarding currency redemption;
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complex
corporate withholding taxes on individuals;
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laws
governing the manner in which future business combinations may be effected;
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tariffs
and trade barriers;
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regulations
related to customs and import/export matters;
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longer
payment cycles and challenges in collecting accounts receivable;
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tax
issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;
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currency
fluctuations and exchange controls;
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rates
of inflation;
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cultural
and language differences;
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employment
regulations;
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crime,
strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
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deterioration
of political relations with the United States; and
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government
appropriations of assets.
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If
our management team following our initial business combination is unfamiliar with United States securities laws, they may have to expend
time and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial business combination, our founding team may resign from their positions as officers or directors of the company and the management
of the business combination partner will may assume the roles of executive officers and directors of our company. Such officers and directors
may not be familiar with United States securities laws (particularly if our target business is located in Central or South America).
If our new management following our initial business combination is unfamiliar with United States securities laws, they may have to expend
time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory
issues which may adversely affect our operations.
After
our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which
we operate.
As
we may acquire a business located outside of the United States as part of our initial
business combination, the economic, political and social
conditions, as well as government policies, of the country in which our operations would be located following our initial business combination
could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth
may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than
expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could
materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination
and if we effect our initial business combination, the ability of that target business to become profitable.
Exchange
rate fluctuations and currency policies may cause our target business’ ability to succeed in the international markets to be diminished.
In
the event we acquire a non-U.S. business as part of our initial business combination, all revenues and income would likely be received
in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions
in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things,
changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect
the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and
results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business
combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate
such transaction.
We
may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may
govern some or all of our future material agreements and we may not be able to enforce our legal rights.
In
connection with our initial business combination, we may relocate the home jurisdiction of our business from the U.S. to another jurisdiction.
If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws
and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United
States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business,
business opportunities or capital.
Risks
Relating to our Sponsor and Management Team
Our
ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts
of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively
impact the operations and profitability of our post-combination business.
Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key
personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target
business in senior management or advisory positions following our initial business combination, it is likely that some or all of the
management of the target business will remain in place. While we intend to closely scrutinize any individuals we employ after our initial
business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be
unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources
helping them become familiar with such requirements. In addition, the officers and directors of an initial business combination candidate
may resign upon completion of our initial business combination. The departure of an initial business combination target’s key personnel
could negatively impact the operations and profitability of our post-combination business. The role of an initial business combination
candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although
we contemplate that certain members of an initial business combination candidate’s management team will remain associated with
the initial business combination candidate following our initial business combination, it is possible that members of the management
of an initial business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the
operations and profitability of our post-combination business.
We
are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe
that our success depends on the continued service of our executive officers and directors, at least until we have completed our initial
business combination. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive
officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on
us.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.
These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them
to have conflicts of interest in determining whether a particular business combination is the most advantageous.
Our
key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to
negotiate employment or consulting agreements in connection with the initial business combination. Such negotiations would take place
simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive compensation
in the form of cash payments and/or our securities for services they would render to us after the completion of the initial business
combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target
business. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination
will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There
is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination.
We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination
as to whether any of our key personnel will remain with us will be made at the time of the consummation of our initial business combination.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial
business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public
company, which could, in turn, negatively impact the value of our stockholders’ investment in us.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the
target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities
we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company,
the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose
to remain stockholders following the initial business combination could suffer a reduction in the value of their shares. Such stockholders
are unlikely to have a remedy for such reduction in value.
Our
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.
Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations and our search for an initial business combination and their other businesses. We do
not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged
in other business endeavors for which he may be entitled to substantial compensation and our officers are not obligated to contribute
any specific number of hours per week to our affairs. Our independent directors may also serve as officers or board members for other
entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such
affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative
impact on our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’
other business affairs, please see the section of this prospectus entitled “Management — Directors and Officers.”
Certain
of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities
similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining
to which entity a particular business opportunity should be presented.
Following
the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying
and combining with one or more businesses. Our sponsor and officers and directors are, and may in the future become, affiliated with
entities (such as operating companies or investment vehicles) that are engaged in a similar business and our officers and directors may
become officers or directors of another special purpose acquisition company with a class of securities intended to be registered under
the Exchange Act, even prior to us entering into a definitive agreement for our initial business combination. Our officers and directors
also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they
owe certain fiduciary or contractual duties.
Accordingly,
they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts
may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.
Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered
to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal
obligation.
For
a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that
you should be aware of, please see the sections of this prospectus entitled “Management — Directors and Officers,”
“Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”
Our
officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our
interests.
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect
pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or
have an interest. In fact, we may enter into an initial business combination with a target business that is affiliated with our sponsor,
our directors or officers, although we do not intend to do so. We do not have a policy that expressly prohibits any such persons from
engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a
conflict between their interests and ours.
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.
In recent months, the market
for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering
quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of
such policies have generally become less favorable. There can be no assurance that these trends will not continue.
The increased cost and decreased
availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial
business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a
public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s
ability to attract and retain qualified officers and directors.
In addition, even after we were to complete an initial business combination,
our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior
to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity
may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance
would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an
initial business combination on terms favorable to our investors.
We
may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated
with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
In
light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our sponsor, officers or directors. Our directors and officers also serve as officers and board members for other entities,
including, without limitation, those described under the section of this prospectus entitled “Management — Conflicts of Interest.”
Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware
of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and
there have been no preliminary discussions concerning an initial business combination with any such entity or entities. Although we will
not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we
determined that such affiliated entity met our criteria for an initial business combination as set forth in the section of this prospectus
entitled “Proposed Business — Selection of a Target Business and Structuring of our Initial Business Combination” and
such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions, regarding the fairness to our stockholders
from a financial point of view of an initial business combination with one or more businesses affiliated with our sponsor, officers,
directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the initial business combination
may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.
Since
our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict
of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
On
March 15, 2021, our sponsor purchased an aggregate of 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately
$0.009 per share. On November 19, 2021, 718,750 shares
have been cancelled due to the downsize of the offering,
resulting in 2,156,250 shares owned by the Sponsor, or approximately $0.01 per share. The number of founder shares issued was
determined based on the expectation that such founder shares would represent 20% of the outstanding shares after this offering (excluding
the placement units and securities underlying the foregoing). The founder shares will be worthless if we do not complete an initial business
combination. Our sponsor has agreed to purchase an aggregate of 346,394 placement units at a price of $10.00 per unit for an aggregate
purchase price of $3,463,935. If the over-allotment option is exercised in full, the amount of placement units sold will be 377,331
for an aggregate purchase price of $3,773,310. Each placement unit consists of one share of Class A common stock and one warrant.
Each warrant is exercisable to purchase one share of common stock at $11.50 per share. These securities will also be worthless if we
do not complete an initial business combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor
of any proposed initial business combination and (B) not to redeem any founder shares or placement shares held by them in connection
with a stockholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our sponsor, affiliates
of our sponsor or an officer or director. The personal and financial interests of our officers and directors may influence their motivation
in identifying and selecting a target business combination, completing an initial business combination and influencing the operation
of the business following the initial business combination.
Risks
Relating to Our Securities
The
securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value
of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.15
per share.
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. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they
have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in
recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt
similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments
to our amended and restated certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the
proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete
our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such
that the per-share redemption amount received by public stockholders may be less than $10.15 per share.
Nasdaq
may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
We plan to apply to have our units
listed on Nasdaq. We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. Following the date
the shares of our Class A common stock and warrants are eligible to trade separately, we anticipate that the shares of our Class A common
stock and warrants will be separately listed on Nasdaq. We cannot guarantee that our securities will be approved for listing on Nasdaq.
Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth
in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future
or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination,
we must maintain certain financial, distribution and stock price levels. Generally, based on Nasdaq’s current listing standards,
we must maintain a minimum market value of listed securities of $50,000,000 and a minimum number of holders of our securities
(generally 400 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate
compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements,
in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally be required to
be at least $4.00 per share, the market value of listed securities would be required to be at least $75 million
(or we would need to satisfy certain stockholders’ equity or total assets and total revenue requirements) and we would be
required to have a minimum of 400 round lot holders (with at least 50% of such round lot holders holding securities with a market value
of at least $2,500) of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:
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limited availability of market quotations for our securities;
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reduced
liquidity for our securities;
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a
determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common
stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market
for our securities;
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limited amount of news and analyst coverage; and
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decreased ability to issue additional securities or obtain additional financing in the future.
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The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually
our Class A common stock and warrants will be listed on Nasdaq, our units, Class A common stock and warrants will be covered securities.
Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate
companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the
sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the
sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check
companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies
in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject
to regulation in each state in which we offer our securities, including in connection with our initial business combination.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,
and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the
ability to redeem all such shares in excess of 15% of our Class A common stock.
If
we seek stockholder 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 certificate of incorporation will provide that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate
of 15% of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares.” However,
we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our
initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our
initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.
And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required
to sell your stock in open market transactions, potentially at a loss.
We
are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities
laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor
from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered,
qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and
such warrant may have no value and expire worthless.
We
are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities
laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later
than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration
statement for the registration under the Securities Act of the issuance of the shares of Class A common stock 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 the Class A common stock issuable upon exercise of the
warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that
we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth
in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current,
complete or correct or the SEC issues a stop order. If the shares of Class A common stock issuable upon exercise of the warrants are
not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However,
no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to
exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of
the state of the exercising holder, or an exemption from registration is available. Notwithstanding the foregoing, if a registration
statement covering the issuance of the Class A common stock issuable upon exercise of the warrants is not effective within a specified
period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective
registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants
on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.
If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. We
will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants
in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and
there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt
from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have
no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full
unit purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become redeemable by
us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from
registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We
will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those
states in which the warrants were offered by us in this offering. However, there may be instances in which holders of our public warrants
may be unable to exercise such public warrants but holders of our placement warrants may be able to exercise such placement warrants.
If
you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such
exercise than if you were to exercise such warrants for cash.
There
are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis. First, if
a registration statement covering the issuance of the shares of Class A common stock 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, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act
or another exemption. Second, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is
not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such
time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided
that such exemption is available; if that exemption, or another exemption, is not available, holders will not be able to exercise their
warrants on a cashless basis. Third, if we call the public warrants for redemption, our management will have the option to require all
holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would
pay the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between
the exercise price of the warrants and the “fair market value” (as defined in the next sentence) by (y) the fair market value.
The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for
the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent
or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of
Class A common stock from such exercise than if you were to exercise such warrants for cash.
We
may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan
after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class
B common stock at a ratio greater than one-to-one at the time of the consummation of our initial business combination as a result of
the anti-dilution provisions contained in our amended and restated certificate of incorporation. Any such issuances would dilute the
interest of our stockholders and likely present other risks.
Our amended and restated certificate
of incorporation will authorize the issuance of up to 125,000,000 shares of Class A common stock, par value $0.0001 per share, 12,500,000,
shares of Class B common stock, par value $0.0001 per share, and 1,250,000 shares of preferred stock, par value $0.0001 per share. Immediately
after this offering and the sale of the placement units there will be 117,116,106 and 10,625,000 (assuming, in each case, that
the underwriters have not exercised their over-allotment option) authorized but unissued shares of Class A common stock and Class B common
stock, respectively, available for issuance, which amount does not take into account the shares of Class A common stock reserved for
issuance upon exercise of outstanding warrants or the shares of Class A common stock issuable upon conversion of Class B common stock.
Immediately after the consummation of this offering, there will be no shares of preferred stock issued and outstanding. Shares of Class
B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio but subject to adjustment as
set forth herein, including in certain circumstances in which we issue Class A common stock or equity-linked securities related to our
initial business combination.
We may issue a substantial number
of additional shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after
completion of our initial business combination (although our amended and restated certificate of incorporation will provide that we may
not issue securities that can vote with common stockholders on matters related to our pre-initial business combination activity). We
may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the time
of the consummation of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated
certificate of incorporation. However, our amended and restated certificate of incorporation will provide, among other things, that prior
to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i)
receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our amended and restated certificate
of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with the approval of our
stockholders. However, our 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 certificate of incorporation (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or certain amendments to our amended and restated
certificate of incorporation prior thereto or to redeem 100% of our public shares if we do not execute a definitive agreement to complete
an initial business combination within 12 months from the closing of this offering or complete our initial business combination within
15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere
in this prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock 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
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
The
issuance of additional shares of common or preferred stock:
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may
significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions
in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the
Class B common stock;
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may
subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common
stock;
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could
cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things,
our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors;
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may
have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person
seeking to obtain control of us; and
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may
adversely affect prevailing market prices for our units, Class A common stock and/or warrants.
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Our
initial stockholders paid a nominal price for the founders’ shares and, accordingly, you will experience immediate and substantial
dilution from the purchase of our shares of common stock.
The difference between the public
offering price per share (allocating all of the unit purchase price to the Class A common stock and none to the warrants included in
the unit) and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution
to you and the other investors in this offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing
to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and
the other public stockholders will incur an immediate and substantial dilution of approximately $10.66 per share, or 106.6%
(or $10.72 per share, or 107.2% if the underwriters’ over-allotment option is exercised in full), the difference
between the pro forma net tangible book value per share of $(0.66) and the initial offering price of $10.00 per unit. In addition,
because of the anti-dilution rights of the founder shares, any equity or equity-linked securities issued or deemed issued in connection
with our initial business combination would be disproportionately dilutive to our Class A common stock.
Unlike
many other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class
A common stock if we issue shares to consummate an initial business combination.
The
founder shares will automatically convert into Class A common stock at the time of the consummation of our initial business combination,
on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked
securities convertible or exercisable for Class A common stock, are issued or deemed issued in excess of the amounts offered in this
prospectus and related to the closing of the initial business combination, the ratio at which founder shares shall convert into Class
A common stock will be adjusted so that the number of Class A common stock issuable upon conversion of all founder shares will equal,
in the aggregate, on an as-converted basis, 20% of the total number of all outstanding shares of common stock upon completion of the
initial business combination, excluding the placement units and underlying securities, and any shares or equity-linked securities issued,
or to be issued, to any seller in the business combination and any private placement-equivalent units and their underlying securities
issued to our sponsor or its affiliates upon conversion of loans made to us. This is different from most other similarly structured blank
check companies in which the initial stockholder will only be issued an aggregate of 20% of the total number of shares to be outstanding
prior to the initial business combination. Additionally, the aforementioned adjustment will not take into account any shares of Class
A common stock redeemed in connection with the business combination. Accordingly, the holders of the founder shares could receive additional
shares of Class A common stock even if the additional shares of Class A common stock, or equity-linked securities convertible or exercisable
for Class A common stock, are issued or deemed issued solely to replace those shares that were redeemed in connection with the business
combination. The foregoing may make it more difficult and expensive for us to consummate an initial business combination.
We
may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of
at least a majority of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the
exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could
be decreased, all without your approval.
Our
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of
the warrants and the warrant agreement set forth in this prospectus, or defective provision, but requires the approval by the holders
of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered
holders of public warrants (which may include public warrants acquired by our sponsor or its affiliates in this offering or thereafter
in the open market). Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least
a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants
with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments
to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period
or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.
Our
warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of
New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants,
which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our
warrant agreement will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating
in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,
which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding
the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by
the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and
to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the
forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall
be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.
This
choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for
disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement
inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs
associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition
and results of operations and result in a diversion of the time and resources of our management and board of directors.
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We
have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of
$0.01 per warrant, provided that the reported last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period
commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we give proper notice
of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise
our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification
under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register
or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered
by us in this offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price
therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when
you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants
are called for redemption, is likely to be substantially less than the market value of your warrants. None of the placement warrants
will be redeemable by us so long as they are held by the sponsor or its permitted transferees.
Our
warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to
effectuate our initial business combination.
We will be issuing warrants to
purchase 7,500,000 shares of our Class A common stock (or up to 8,625,000 shares of Class A common stock if the underwriters’
over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this
offering, we will be issuing placement units, in a private placement, consisting of an aggregate of 346,394 placement warrants
(or 377,331 if the over-allotment option is exercised in full). Our initial stockholders currently own an aggregate of 2,156,250
founder shares. The founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment
as set forth herein. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into
units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would
be identical to the placement units. To the extent we issue shares of Class A common stock to effectuate an initial business combination,
the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants and
loan conversion rights could make us a less attractive business combination vehicle to a target business. Any such issuance will increase
the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued
to complete the initial business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate an
initial business combination or increase the cost of acquiring the target business.
The
placement warrants included in the placement units are identical to the warrants sold as part of the units in this offering except that,
so long as they are held by our sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the
Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned
or sold by the holders until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders
on a cashless basis, and (iv) will be entitled to registration rights.
A
provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
Unlike
most blank check companies, if
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(i)
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we
issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per share;
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(ii)
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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
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(iii)
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the
Market Value is below $9.20 per share,
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then
the exercise price of the warrants will be adjusted to be equal to 115% of the greater of the Market Value and the Newly Issued Price,
and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market
Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target
business.
The
determination of the offering price of our units, the size of this offering and the terms of the units is more arbitrary than the pricing
of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that
the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
Prior
to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the
warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational
meetings with the representative of the underwriters, both prior to our inception and thereafter, with respect to the state of capital
markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining
the size of this offering, prices and terms of the units, including the Class A common stock and warrants underlying the units, include:
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history and prospects of companies whose principal business is the acquisition of other companies;
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prior
offerings of those companies;
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our
prospects for acquiring an operating business;
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a
review of debt to equity ratios in leveraged transactions;
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our
capital structure;
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an
assessment of our management and their experience in identifying operating companies;
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general
conditions of the securities markets at the time of this offering; and
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other
factors as were deemed relevant.
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Although
these factors were considered, the determination of our offering price, size and terms of the units is more arbitrary than the pricing
of securities of an operating company in a particular industry since we have no historical operations or financial results.
There
is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity
and price of our securities.
There
is currently no market for our securities. Stockholders therefore have no access to information about prior market history on which to
base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential
business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop
or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
Provisions
in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors
might be willing to pay in the future for our Class A common stock and could entrench management.
Our
amended and restated certificate of incorporation will contain provisions that may discourage unsolicited takeover proposals that stockholders
may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors
to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage
transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We
are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions
may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over
prevailing market prices for our securities.
Our
amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and certain other
actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing
the suit will, subject to certain exceptions, be deemed to have consented to service of process on such stockholder’s counsel,
which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.
Our
amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and certain other
actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing
the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which
the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the
Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days
following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery
or (C) for which the Court of Chancery does not have subject matter jurisdiction. Any person or entity purchasing or otherwise acquiring
any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and
restated certificate of incorporation. This choice of forum provision may limit or make more costly a stockholder’s ability to
bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or
stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision
contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional
costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
Our
amended and restated certificate of incorporation will provide that the exclusive forum provision will be applicable to the fullest extent
permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over
all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result,
the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other
claim for which the federal courts have exclusive jurisdiction. In addition, our amended and restated certificate of incorporation provides
that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America
shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action
arising under the Securities Act, or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as
to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
General
Risk Factors
We
are a newly formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective.
We
are a newly formed company with no operating results, and we will not commence operations until obtaining funding through this offering.
Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing
our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective
target business concerning an initial business combination and may be unable to complete our initial business combination. If we fail
to complete our initial business combination, we will never generate any operating revenues.
Our
independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about
our ability to continue as a “going concern.”
On September 30, 2021 and
March 15, 2021, we had cash of $9,830 and $14,925, and working deficit of $99,148 and $36,683, respectively. Further,
we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.
Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus
titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure
you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among
others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in
this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to
continue as a going concern.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial business combination and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply
with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult,
time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and
those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to
comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including
our ability to negotiate and complete our initial business combination and results of operations.
Past
performance by our management team may not be indicative of future performance of an investment in us.
Past
performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate
or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical
record of our management team’s performance as indicative of our future performance of an investment in the company or the returns
the company will, or is likely to, generate going forward. Additionally, in the course of their
respective careers, members of our management team have been involved in businesses and deals that were unsuccessful.
Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of
third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or
to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of
them, could have adverse consequences on our ability to consummate a business combination and lead to financial loss.
We
may face risks related to companies in the technology sector.
Business
combinations with companies in the technology sector (where we plan to search for our initial business combination target) entail special
considerations and risks. If we are successful in completing a business combination with such a target business, we may be subject to,
and possibly adversely affected by, the following risks:
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an
inability to compete effectively in a highly competitive environment with many incumbents having substantially greater resources;
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an
inability to manage rapid change, increasing consumer expectations and growth;
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an
inability to build strong brand identity and improve subscriber or customer satisfaction and loyalty;
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a
reliance on proprietary technology to provide services and to manage our operations, and the failure of this technology to operate
effectively, or our failure to use such technology effectively;
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●
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an
inability to deal with our subscribers’ or customers’ privacy concerns;
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an
inability to attract and retain subscribers or customers;
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an
inability to license or enforce intellectual property rights on which our business may depend;
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any
significant disruption in our computer systems or those of third parties that we would utilize in our operations;
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an
inability by us, or a refusal by third parties, to license content to us upon acceptable terms;
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●
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potential
liability for negligence, copyright or trademark infringement or other claims based on the nature and content of materials that we
may distribute;
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competition
for advertising revenue;
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competition
for the leisure and entertainment time and discretionary spending of subscribers or customers, which may intensify in part due to
advances in technology and changes in consumer expectations and behavior;
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●
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disruption
or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation
of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar
events;
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●
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an
inability to obtain necessary hardware, software and operational support; and
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reliance
on third-party vendors or service providers.
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Any
of the foregoing could have an adverse impact on our business, financial condition and results of operations following a business combination.
We
are an emerging growth company and a smaller reporting company within the meaning of the rules adopted by the Securities and Exchange
Commission, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller
reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance
with other public companies.
We
are an “emerging growth company” within the meaning of the rules adopted by the Securities and Exchange Commission, as modified
by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor internal
controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not
have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances
could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds
$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December
31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors
find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower
than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may
be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such
extended transition period, which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth
company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of
the potential differences in accounting standards used.
Additionally, we are a “smaller
reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain
a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates
equals or exceeds $250 million as of the end of the prior June 30th and our annual
revenues equaled or exceeded $100 million during such completed fiscal year, or (2) the market value of our common stock held
by non-affiliates exceeds $700 million as of the prior June 30th. To the extent we
take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies
difficult or impossible.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our
forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes,
beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements
about:
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our
ability to select an appropriate target business or businesses in our target industry or otherwise;
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our
ability to complete our initial business combination in our target industry or otherwise;
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our
expectations around the performance of the prospective target business or businesses in the technology industry;
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our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
combination;
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our
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
in approving our initial business combination, as a result of which they would then receive expense reimbursements;
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our
potential ability to obtain additional financing to complete our initial business combination;
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our
pool of prospective target businesses in the technology, software and other industries that we focus on;
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●
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our
ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;
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the
ability of our officers and directors to generate a number of potential business combination opportunities;
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our
public securities’ potential liquidity and trading;
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the
lack of a market for our securities;
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the
use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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the
trust account not being subject to claims of third parties; or
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our
financial performance following this offering.
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The
forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the section of this prospectus entitled
“Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be
required under applicable securities laws.
INDUSTRY
AND MARKET DATA
In
addition to the industry, market and competitive position data referenced in this prospectus from our own internal research and
estimates, some market data and other statistical information included in this prospectus are based in part upon information obtained
from third-party industry publications, research, surveys and studies, none of which we commissioned. Third-party industry publications,
research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable,
although they do not guarantee the accuracy or completeness of such information.
We
are responsible for all of the disclosure in this prospectus and while we believe that each of the publications, research, surveys
and studies included in this prospectus are prepared by reputable sources, neither we nor the underwriters have independently
verified market and industry data from third-party sources.
Certain
information in the text of this prospectus is contained in independent industry publications. The source of certain of these independent
industry publications is provided below:
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Pitchbook
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EvaluatePharma
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●
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the
United Nations
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●
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U.S.
Centers for Medicare and Medicaid Services
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In
addition, while we believe our own internal research and estimates are reliable, such research and estimates have not been verified
by independent sources. Assumptions and estimates of our and our industry’s future performance are necessarily subject to
a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” and
you are cautioned not to give undue weight to such information. These and other factors could cause our future performance to
differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”
USE
OF PROCEEDS
We
are offering 7,500,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together
with the funds we will receive from the sale of the placement units will be used as set forth in the following table.
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Without
Over-Allotment
Option
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Over-Allotment
Option Fully
Exercised
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Gross
proceeds
|
|
|
|
|
|
|
|
Gross
proceeds from units offered to public(1)
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$
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75,000,000
|
|
|
$
|
86,250,000
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|
|
Gross
proceeds from placement units offered in the private placement to the sponsor
|
|
|
3,463,935
|
|
|
|
3,773,310
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Total
gross proceeds
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$
|
78,463,935
|
|
|
$
|
90,023,310
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|
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Estimated
Offering expenses(2)
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|
|
|
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|
|
|
|
Underwriting
commissions (1.25% of gross proceeds from units offered to public, excluding deferred portion)(3)
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$
|
937,500
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|
|
$
|
1,078,125
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|
|
Legal
fees and expenses
|
|
|
200,000
|
|
|
|
200,000
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|
|
Accounting
fees and expenses
|
|
|
40,000
|
|
|
|
40,000
|
|
|
SEC/FINRA
Expenses
|
|
|
21,435
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|
|
|
21,435
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|
|
Reimbursement
to underwriters for expenses
|
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100,000
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|
|
|
100,000
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Nasdaq
listing and filing fees
|
|
|
75,000
|
|
|
|
75,000
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|
|
Printing
and engraving expenses
|
|
|
5,000
|
|
|
|
5,000
|
|
|
Miscellaneous,
including listing and filing fees
|
|
|
10,000
|
|
|
|
10,000
|
|
|
Total
offering expenses (excluding underwriting commissions)
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|
$
|
451,435
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|
|
$
|
451,435
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|
Proceeds
after estimated offering expenses
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|
$
|
77,075,000
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|
|
$
|
88,493,750
|
|
|
Held
in trust account(3)
|
|
$
|
76,125,000
|
|
|
$
|
87,543,750
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|
|
%
of public offering size
|
|
|
101.50
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%
|
|
|
101.50
|
%
|
|
Not
held in trust account
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|
$
|
950,000
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|
|
$
|
950,000
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The
following table shows the use of the approximately $950,000 of net proceeds not held in the trust account.(4)
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Amount
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%
of Total
|
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Legal,
accounting, due diligence, travel, and other expenses in connection with any business combination(5)
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$
|
300,000
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31.6
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%
|
|
Legal
and accounting fees related to regulatory reporting obligations
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|
|
100,000
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|
10.5
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%
|
|
Payment
for office space, utilities and secretarial and administrative support ($10,000 per month for 15 months) (6)
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150,000
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|
|
15.8
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%
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|
Director
and Officer liability insurance premiums
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350,000
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|
|
36.8
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%
|
|
Working
capital to cover miscellaneous expenses
|
|
|
50,000
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|
|
|
5.3
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%
|
|
Total
|
|
$
|
950,000
|
|
|
|
100.0
|
%
|
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(1)
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Includes
amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial
business combination.
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|
(2)
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A
portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to $300,000 as described in this
prospectus. As of September 30, 2021, we had borrowed $108,978 under the promissory note with our sponsor. These amounts will be
repaid upon completion of this offering out of the $750,000 of offering proceeds that has been allocated for the payment of offering
expenses (other than underwriting commissions). In the event that offering expenses are more than as set forth in this table, they
will be repaid using a portion of the $950,000 of offering proceeds not held in the trust account and set aside for post-closing
working capital expenses. In the event that offering expenses are less than set forth in this table, any such amounts will be used
for post-closing working capital expenses.
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|
(3)
|
The
underwriters have agreed to defer underwriting commissions equal to 3.25% of the gross proceeds of this offering. Upon completion
of our initial business combination, $2,437,500, which constitutes the underwriters’ deferred commissions (or $2,803,125
if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in
the trust account, and the remaining funds, less amounts released to the trustee to pay redeeming stockholders, will be released
to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business
combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection
with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not
be entitled to any interest accrued on the deferred underwriting discounts and commissions.
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(4)
|
These
expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein.
For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring
our initial business combination based upon the level of complexity of such business combination. In the event we identify an initial
business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with
legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may
engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended
use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they
exceed current estimates for any specific category of expenses, would not be available for our expenses.
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|
|
|
(5)
|
Includes
estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision
and commitment fees for financing.
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|
(6)
|
Reflects payments of up to 15 months and assumes that
we are able to execute a definitive agreement with a target for a business combination prior to the end of 15 months from completion
of this offering. In the event that we extend the time period up to 21 months, additional payments would be in the form of a loan
from our sponsor. At our sponsors election, we may either repay such amounts at completion of our business combination or issue additional
units to our sponsor at $10.00 per unit.
|
The rules of Nasdaq provide that
at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of
the net proceeds of this offering and the sale of the placement units, $76,125,000 (or $87,543,750 if the underwriters’ over-allotment
option is exercised in full), including $2,437,500 (or $2,803,125 if the underwriters’ over-allotment option is exercised in full)
of deferred underwriting commissions, will be placed in a trust account in the United States with Continental Stock Transfer & Trust
Company acting as trustee and J.P. Morgan Securities LLC acting as investment manager, and will be invested only in U.S. government treasury
bills 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. We estimate that the pre-tax interest earned on the trust account
will be approximately $76,000 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurance regarding this
amount. $950,000, which amount will not be placed in a trust account, will be used to pay expenses in connection with the closing
of this offering (including the portion of the underwriting commissions payable upon closing of this offering) and for working capital
following this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to
pay our tax obligations and up to $100,000 of interest that may be used for our dissolution expenses, the proceeds from this offering
and the sale of the placement units will not be released from the trust account until the earliest to occur of: (a) the completion of
our initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to
amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or certain amendments to our amended and restated certificate of incorporation prior
thereto or to redeem 100% of our public shares if we do not execute a definitive agreement to complete an initial business combination
within 12 months from the closing of this offering or complete our initial business combination within 15 months from the closing
of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus)
or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (c)
the redemption of our public shares if we are unable to execute a definitive agreement to complete an initial business combination
within 12 months from the closing of this offering or complete our initial business combination within 15 months from the closing
of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus),
subject to applicable law.
The
net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately
complete our initial business combination. 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 from the trust account for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial
business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise
funds privately or through loans in connection with our initial business combination.
We
believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief
is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest,
we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective business combination, only
after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of an initial business
combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating an initial business combination
is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost
of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans
or additional investments from our sponsor, members of our management team or their affiliates, but such persons are not under any obligation
to advance funds to, or invest in, us.
Commencing
on the date of this prospectus, we have agreed to pay Genesis Unicorn Capital, LLC, our sponsor, a total of $10,000 per
month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or
our liquidation, we will cease paying these monthly fees.
Prior to the closing of this offering,
our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. As of September 30, 2021,
we had borrowed $108,978 under the promissory note with our sponsor. These loans are non-interest
bearing, unsecured and are due at the earlier of March 31, 2022 or the closing of this offering. The loan will be repaid
upon the closing of this offering out of the offering proceeds not held in the trust account.
In addition, in order to
finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or
certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be
required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust
account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the event that
our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay
such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such
loans (excluding any amounts lent by our sponsor or not paid to our sponsor for payment of the administrative fee of $10,000 per
month after the 15th month) may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our
initial business combination. The units would be identical to the placement units. Other than as described above, the terms of such
loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We
do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties
will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates
may purchase public 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. There is no limit on the number of shares our initial stockholders, directors, officers
or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. 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. If they engage in such transactions, they will not make any such purchases when they are in possession of any material
nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not
currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange
Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at
the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. 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. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior
to completion of our initial business combination. See “Proposed Business — Permitted purchases of our securities”
for a description of how our sponsor, initial stockholders, directors, officers or any of their affiliates will select which stockholders
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 initial business combination and thereby increase
the likelihood of obtaining stockholder approval of the initial 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 shares of Class
A common stock 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.
In
no event will we redeem our public shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon
consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject
to the SEC’s “penny stock” rules) and the agreement for our initial business combination may require as a closing condition
that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights so that
we cannot satisfy the net tangible asset requirement or any net worth or cash requirements, we would not proceed with the redemption
of our public shares or the initial business combination, and instead may search for an alternate business combination.
A public stockholder will be entitled
to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, (ii)
the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate
of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or certain amendments to our amended and restated certificate of incorporation prior thereto or to redeem 100% of our public
shares if we do not execute a definitive agreement to complete an initial business combination within 12 months from the closing of
this offering or complete our initial business combination within 15 months from the closing of this offering (or up to 21 months
from the closing of this offering if extended as described elsewhere in this prospectus) or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if
we are unable to execute a definitive agreement to complete an initial business combination within 12 months from the closing of this
offering or complete our initial business combination within 15 months following the closing of this offering (or up to 21 months
from the closing of this offering if extended as described elsewhere in this prospectus), subject to applicable law and as further
described herein and any limitations (including but not limited to cash requirements) created by the terms of the proposed initial business
combination. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.
Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and placement shares and any public shares held by them in connection with the completion of
our initial business combination. In addition, our initial stockholders have agreed to waive their rights to liquidating distributions
from the trust account with respect to any founder shares and placement shares held by them if we fail to complete our initial business
combination within the prescribed time frame. However, if our sponsor or any of our officers, directors or affiliates acquires 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 complete our initial business combination within the prescribed time frame.
DIVIDEND
POLICY
We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of our initial business combination and will be within the discretion of our
board of directors at that time. If we increase or decrease the size of the offering we will effect a stock dividend or a share contribution
back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation
of the offering in such amount as to maintain the ownership of our initial stockholders at 22.60% of the issued and outstanding
shares of our common stock (excluding the placement units and securities underlying the foregoing and assuming the initial stockholders
do not purchase units in this offering) upon the consummation of this offering. Further, if we incur any indebtedness in connection with
our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.
DILUTION
The difference between the public
offering price per share of Class A common stock, assuming no value is attributed to the warrants included in the units we are offering
pursuant to this prospectus or the placement units, and the pro forma net tangible book value per share of our Class A common stock after
this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with
the sale and exercise of warrants, including the placement warrants, which would cause the actual dilution to the public stockholders
to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net
tangible book value, which is our total tangible assets less total liabilities (including the value of Class A common stock which may
be redeemed for cash), by the number of outstanding shares of our Class A common stock.
At September 30, 2021, our net
tangible book deficit was $99,148, or approximately $(0.05) per share of common stock. For purposes of the dilution calculation, in order
to present the maximum estimated dilution as a result of this offering, we have assumed the number of shares included in the units offered
hereby will be deemed to be 7,500,000 shares of Class A common stock, and the price per share in this offering will be deemed to be $10.00
After giving effect to the sale of 7,500,000 shares of Class A common stock included in the units we are offering by this prospectus
(or 8,625,000 shares of Class A common stock if the underwriters’ over-allotment option is exercised in full), the deduction of
underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at September 30, 2021 would have
been $(1,479,278), or approximately $(0.66) per share (or $(0.72) per share if the underwriters’ over-allotment
option is exercised in full), representing an immediate decrease in net tangible book value (as decreased by the value of the approximately
7,500,000 shares of Class A common stock that may be redeemed for cash, or 8,625,000 shares of Class A common stock if the underwriters’
over-allotment option is exercised in full) of $(0.61) per share (or $(0.67) per share if the underwriters’ over-allotment
option is exercised in full) to our initial stockholders as of the date of this prospectus and an immediate dilution of $10.66
per share or 106.6% to our public stockholders (or $10.72 per share or 107.2% if the underwriters’ over-allotment
option is exercised in full).
The
following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants
included in the units or the placement warrants:
|
|
|
No
exercise of
over-allotment
option
|
|
|
Exercise
of
over-allotment
option in full
|
|
|
Public
offering price
|
|
|
|
|
|
$
|
10.00
|
|
|
|
|
|
|
$
|
10.00
|
|
|
Net
tangible book value before this offering
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
Increase
attributable to public stockholders and sale of the placement units
|
|
|
(0.61
|
)
|
|
|
|
|
|
|
(0.67
|
)
|
|
|
|
|
|
Pro
forma net tangible book value after this offering
|
|
|
|
|
|
|
(0.66
|
)
|
|
|
|
|
|
|
(0.72
|
)
|
|
Dilution
to public stockholders
|
|
|
|
|
|
$
|
10.66
|
|
|
|
|
|
|
$
|
10.72
|
|
|
Percentage
of dilution to public stockholders
|
|
|
|
|
|
|
106.6
|
%
|
|
|
|
|
|
|
107.2
|
%
|
For purposes of presentation,
our pro forma net tangible book value after this offering is $76,125,000 (or $87,543,750 if the underwriters exercise their
over-allotment option in full) less than it otherwise would have been because if we effect our initial business combination, the conversion
rights of the public stockholders (but not our insiders) may result in the conversion or tender of up to 7,500,000 (or 8,625,000
if the underwriters exercise their over-allotment option in full) shares sold in this offering.
The
following table sets forth information with respect to our initial stockholders, who hold our Class B common stock, holders
of the placement shares and the public stockholders:
|
|
|
Shares
Purchased
|
|
|
Total
Consideration
|
|
|
Average
Price
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
Per
Share
|
|
|
Initial
Stockholders(1)
|
|
|
1,875,000
|
|
|
|
19.21
|
%
|
|
$
|
25,000
|
|
|
|
0.03
|
%
|
|
$
|
0.01
|
|
|
Representative
Shares
|
|
|
37,500
|
|
|
|
0.38
|
%
|
|
$
|
-
|
|
|
|
0.00
|
%
|
|
$
|
-
|
|
|
Holders
of placement shares
|
|
|
346,394
|
|
|
|
3.55
|
%
|
|
|
3,463,935
|
|
|
|
4.42
|
%
|
|
|
10.00
|
|
|
Public
Stockholders
|
|
|
7,500,000
|
|
|
|
76.86
|
%
|
|
|
75,000,000
|
|
|
|
95.55
|
%
|
|
$
|
10.00
|
|
|
|
|
|
9,758,894
|
|
|
|
100.00
|
%
|
|
|
78,488,935
|
|
|
|
100.00
|
%
|
|
|
|
|
|
(1)
|
Assumes no exercise
of the underwriters’ over-allotment option and the corresponding forfeiture of an aggregate of 281,250 shares of Class B common
stock held by our sponsor.in the event the underwriter does not exercise its over-allotment option.
|
The
pro forma net tangible book value per share after the offering is calculated as follows:
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net
tangible book deficit before this offering
|
|
$
|
(99,148
|
)
|
|
$
|
(99,148
|
)
|
|
Net
proceeds from this offering and sale of the placement units, net of expenses(1)
|
|
|
77,075,000
|
|
|
|
88,493,750
|
|
|
Plus:
Offering costs paid in advance, excluded from tangible book value
|
|
|
107,370
|
|
|
|
107,370
|
|
|
Less:
Deferred underwriting commissions
|
|
|
(2,437,500
|
)
|
|
|
(2,803,125
|
)
|
|
Less:
Proceeds held in trust subject to redemption (2)
|
|
|
(76,125,000
|
)
|
|
|
(87,543,750
|
)
|
|
|
|
$
|
(1,479,278
|
)
|
|
$
|
(1,844,903
|
)
|
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Shares of Class B common stock outstanding prior to this offering
|
|
|
2,156,250
|
|
|
|
2,156,250
|
|
|
Shares of Class B common stock forfeited if over-allotment is not exercised
|
|
|
(281,250
|
)
|
|
|
-
|
|
|
Shares of Class A common stock included in the units offered
|
|
|
7,500,000
|
|
|
|
8,625,000
|
|
|
Shares of common stock included in the placement units issued
|
|
|
346,394
|
|
|
|
377,331
|
|
|
Representative shares
|
|
|
37,500
|
|
|
|
43,125
|
|
|
Less: Shares subject to redemption
|
|
|
(7,500,000
|
)
|
|
|
(8,625,000
|
)
|
|
|
|
|
2,258,894
|
|
|
|
2,576,706
|
|
|
(1)
|
Expenses
applied against gross proceeds include offering expenses of $451,435 and underwriting commissions of $937,500 (or $1,078,125
if the over-allotment option is exercised in full) (excluding deferred underwriting fees). See “Use of Proceeds.”
|
|
|
|
|
(2)
|
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors
or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either
prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior
to the completion of our initial business combination, the number of shares of Class A common stock subject to redemption will be
reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business
— Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”
|
CAPITALIZATION
The
following table sets forth our capitalization at September 30, 2021 and as adjusted to give effect to the filing of our amended
and restated certificate of incorporation, the sale of our units in this offering and the sale of the placement units and the application
of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment
option:
|
|
|
September
30, 2021
|
|
|
|
|
Actual
|
|
|
As
Adjusted
|
|
|
Notes
payable to related party(1)
|
|
$
|
108,978
|
|
|
$
|
-
|
|
|
Deferred
underwriting commissions
|
|
|
-
|
|
|
|
2,437,500
|
|
|
Class
A common stock, $0.0001 par value, 125,000,000 shares authorized; -0- and 7,500,000 shares are subject to possible redemption,
respectively(2)
|
|
|
-
|
|
|
|
76,125,000
|
|
|
Preferred
stock, $0.0001 par value, 1,250,000 shares authorized; none issued and outstanding, actual and as adjusted
|
|
|
-
|
|
|
|
-
|
|
|
Class
A common stock, $0.0001 par value, 125,000,000 shares authorized; -0- and 383,894 shares issued and outstanding, actual and
as adjusted, net of shares subject to redemption
|
|
|
-
|
|
|
|
38
|
|
|
Class
B common stock, $0.0001 par value, 12,500,000 shares authorized, 2,156,250 and 1,875,000 shares issued and outstanding,
actual and as adjusted, respectively(3)
|
|
|
216
|
|
|
|
188
|
|
|
Additional
paid-in capital
|
|
|
24,784
|
|
|
|
-
|
|
|
Accumulated
deficit
|
|
|
(16,778
|
)
|
|
|
(1,479,504
|
)
|
|
Total
stockholders’ equity
|
|
$
|
8,222
|
|
|
$
|
(1,479,278
|
)
|
|
Total
capitalization
|
|
$
|
117,200
|
|
|
$
|
77,083,222
|
|
|
(1)
|
Our
sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. The “as adjusted”
information gives effect to the repayment of any loans made under this note out of the proceeds from this offering and the sale of
the placement units. As of September 30, 2021, we had borrowed $108,978 (of up to $300,000 available to us) under the
promissory note with our sponsor.
|
|
|
|
|
(2)
|
All of the 7,500,000 shares of Class A common stock sold as part of the
units in the offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation,
if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments
to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which
has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to
redemption to be classified outside of permanent equity. Given that the 7,500,000 shares of Class A common stock sold as part of the units
in the offering will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary
shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. Our Class A common stock
is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete
changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument
will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value
immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e.,
a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause our
net tangible assets to fall below $5,000,001, all shares of Class A common stock sold in this offering are redeemable and classified as
such on the balance sheet until such date that a redemption event takes place.
|
|
|
|
|
(3)
|
Actual
share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted amount assumes no exercise of the underwriters’
over-allotment option.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We
are a newly-organized blank check company incorporated as a Delaware corporation in February 2021 and formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one
or more businesses. While our efforts to identify a target business may span many industries and regions worldwide, we intend to focus
our search for prospects within the healthcare and technology industries, specifically within the biotechnology and pharmaceutical sectors,
in the Americas. 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. We intend to effectuate our initial business
combination using cash from the proceeds of this offering and the sale of the placement units, the proceeds of the sale of our shares
in connection with our initial business combination (including pursuant to backstop agreements we may enter into following the consummation
of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the
target, or a combination of the foregoing.
The
issuance of additional shares in connection with an initial business combination to the owners of the target or other investors:
|
|
●
|
may
significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions
in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the
Class B common stock;
|
|
|
|
|
|
|
●
|
may
subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common
stock;
|
|
|
|
|
|
|
●
|
could
cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things,
our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors;
|
|
|
|
|
|
|
●
|
may
have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person
seeking to obtain control of us; and
|
|
|
|
|
|
|
●
|
may
adversely affect prevailing market prices for our Class A common stock and/or warrants.
|
Similarly,
if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
|
|
●
|
default
and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt
obligations;
|
|
|
|
|
|
|
●
|
acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
|
|
|
|
|
|
●
|
our
immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
|
|
|
|
|
|
●
|
our
inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing
while the debt is outstanding;
|
|
|
|
|
|
|
●
|
our
inability to pay dividends on our common stock;
|
|
|
●
|
using
a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends
on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general
corporate purposes;
|
|
|
|
|
|
|
●
|
limitations
on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
|
|
●
|
increased
vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
|
|
|
|
|
|
|
●
|
limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution
of our strategy; and
|
|
|
|
|
|
|
●
|
other
purposes and other disadvantages compared to our competitors who have less debt.
|
As indicated in the accompanying
financial statements, at September 30, 2021, we had cash of $9,830 and deferred offering costs of $107,370. Further,
we expect to continue to incur significant costs in the pursuit of our initial business combination plans. We cannot assure you that
our plans to raise capital or to complete our initial business combination will be successful.
Results
of Operations and Known Trends or Future Events
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until
after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and
cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse
change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as
a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct
due diligence on prospective business combination candidates. We expect our expenses to increase substantially after the closing of this
offering.
Liquidity
and Capital Resources
As indicated in the accompanying
financial statements, at September 30, 2021, we had cash of $9,830 and a working capital deficit of $99,148. Further,
we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We cannot assure
you that our plans to raise capital or to consummate an initial business combination will be successful. These factors, among others,
raise substantial doubt about our ability to continue as a going concern.
Our
liquidity needs have been satisfied prior to the completion of this offering through a capital
contribution from our sponsor of $25,000 for the founder shares and up to $300,000 in loans
available from our sponsor under an unsecured promissory note. We estimate that the net proceeds
from (i) the sale of the units in this offering, after deducting offering expenses of approximately
$451,435, underwriting commissions of $937,500 ($1,078,125 if the underwriters’ over-allotment
option is exercised in full) (excluding deferred underwriting commissions of $2,437,500 (or
$2,803,125 if the underwriters’ over-allotment option is exercised in full), and (ii)
the sale of the placement units for a purchase price of $3,463,935 (or $3,773,310
if the underwriters’ over-allotment option is exercised in full), will be $77,075,000
(or $88,493,750 if the underwriters’ over-allotment option is exercised
in full). Of this amount, $76,125,000 (or $87,543,750 if the underwriters’ over-allotment
option is exercised in full) will be held in the trust account, which includes $2,437,500
(or $2,803,125 if the underwriters’ over-allotment option is exercised in full) of
deferred underwriting commissions. 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. The remaining approximately
$950,000 will not be held in the trust account. In the event that our offering expenses
exceed our estimate of $451,435, we may fund such excess with funds not to be held in the
trust account. In such case, the amount of funds we intend to be held outside the trust account
would decrease by a corresponding amount. Conversely, in the event that the offering expenses
are less than our estimate of $451,435, the amount of funds we intend to be held outside
the trust account would increase by a corresponding amount.
We
intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust
account (less deferred underwriting commissions), to complete our initial business combination. We may withdraw interest to pay taxes.
We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and outstanding after
the completion of this offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation
per annum, which we may pay from funds from this offering held outside of the trust account or from interest earned on the funds held
in our trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and
other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be
sufficient to pay our income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete
our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations
of the target business or businesses, make other acquisitions and pursue our growth strategies.
Prior
to the completion of our initial business combination, we will have available to us the approximately $950,000 of proceeds held
outside the trust account. We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives
or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete
an initial business combination.
Following completion of our
initial public offering, in order to fund working capital deficiencies or finance transaction costs in connection with an intended
initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated
to, loan us funds on a non-interest bearing basis as may be required. If we complete our initial business combination, we would repay
such loaned amounts. This post-initial public offering commitment for up to $1,500,000 of loans is separate from the pre initial public
offering of the $300,000 loan amounts. In the event that our initial business combination does not close, we may use a portion of
the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used
for such repayment Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender,
upon consummation of our initial business combination. The units would be identical to the placement units. Other than as described above,
the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect
to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account.
We
expect our primary liquidity requirements during that period to include approximately $300,000 for legal, accounting, due diligence,
travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $100,000 for legal
and accounting fees related to regulatory reporting requirements; $150,000 for office space, utilities and secretarial and administrative
support; approximately $350,000 for Director and Officer liability insurance premiums; and approximately $50,000 for working
capital that will be used for miscellaneous expenses and reserves.
These
amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being
placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a
down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping”
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed initial business combination, although we do not have any current intention to do so. If we entered into an agreement where
we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop”
provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.
Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue
searching for, or conducting due diligence with respect to, prospective target businesses.
We
do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating
our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating
an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate
our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial
business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial
business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In
addition, we intend to target businesses larger than we could acquire with the net proceeds of this offering and the sale of the placement
units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to
compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business
combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we
will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash
on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Controls
and Procedures
We
are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.
We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31,
2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply with
the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company
as defined in the JOBS Act, we intend 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
independent registered public accounting firm attestation requirement.
Prior
to the closing of this offering, we have not completed an assessment, nor has our independent registered public accounting firm tested
our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion
of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in
order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for
our initial business combination may have internal controls that need improvement in areas such as:
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reconciliation
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proper
recording of expenses and liabilities in the period to which they relate;
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evidence
of internal review and approval of accounting transactions;
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documentation
of processes, assumptions and conclusions underlying significant estimates; and
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documentation
of accounting policies and procedures.
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Because
it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary
for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense
in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure
controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing
reporting.
Once
our management’s report on internal controls is complete, we will retain our independent registered public accounting firm to audit
and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting
firm may identify additional issues concerning a target business’s internal controls while performing their audit of internal control
over financial reporting.
Quantitative
and Qualitative Disclosures about Market Risk
The
net proceeds of this offering and the sale of the placement units held in the trust account will be invested in U.S. government treasury
bills 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. Due to the short-term nature of these investments, we believe there
will be no associated material exposure to interest rate risk.
Related
Party Transactions
On
March 15, 2021, our sponsor purchased 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per
share. On November 19, 2021, we cancelled 718,750 founder shares due to the downsize of the proposed public offering,
resulting in 2,156,250 founder shares, of which 281,250 shares are subject to forfeiture if the over-allotment option was not exercised
in full. On March 15, 2021, our sponsor transferred 20,000 founder shares each to our Chief Executive Officer and Chief Operating Officer,
as well as 2,500 founder shares to our scientific advisor. On October 27, 2021, our sponsor transferred 10,000 founder shares to our
Chief Executive Officer, 17,500 founder shares to our Chief Scientific Officer, 30,000 founder shares to each of our two independent
directors, 25,000 founder shares to each of our two independent directors, 15,000 founder shares to our strategic and scientific advisor
and 5,500 founder shares to our scientific advisor. The number of founder shares issued was determined based on the expectation that
such founder shares would represent 20% of the outstanding shares upon completion of this offering (excluding the placement units and
securities underlying the foregoing). The per share purchase price of the founder shares was determined by dividing the amount of cash
contributed to the company by the aggregate number of founder shares issued. If we increase or decrease the size of the offering we will
effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class
B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholders
at 20% of the issued and outstanding shares of our common stock (excluding the placement units and securities underlying the foregoing
and assuming the initial stockholders do not purchase units in this offering) upon the consummation of this offering. Up to 281,250 founder
shares held by our sponsor are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment
option is exercised. The founder shares (including the Class A common stock issuable upon exercise thereof) may not, subject to certain
limited exceptions, be transferred, assigned or sold by the holder.
Commencing
on the date of this prospectus, we have agreed to pay Genesis Unicorn Capital, LLC, our sponsor, a total of $10,000
per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination
or our liquidation, we will cease paying these monthly fees.
Our
sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our 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 will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling
on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
Prior to the consummation of
this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These
loans are non-interest bearing, unsecured and are due at the earlier of March 31, 2022 or the closing of this offering. The
loan will be repaid upon the closing of this offering out of the $451,435 of offering proceeds that has been allocated to the
payment of offering expenses (other than underwriting commissions).
In
addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an
affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required,
such additional loans being separate from the $300,000 loan from our sponsor. If we complete our initial business combination,
we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of
the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be
used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option
of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. The
terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect
to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not
believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds
in our trust account.
Our sponsor has agreed to purchase
an aggregate of 346,394 placement units at a price of $10.00 per unit for an aggregate purchase price of $3,463,935. If
the over-allotment option is exercised in full, the amount of placement units sold will be 377,331 for an aggregate purchase price
of $3,773,310. Each placement unit consists of one share of Class A common stock and one warrant to purchase one share of Class
A common stock. Each warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share. There will be no
redemption rights or liquidating distributions from the trust account with respect to the founder shares, the placement shares or the
placement warrants, which will expire worthless if we do not execute a definitive agreement to complete an initial business combination
within 12 months from the closing of this offering or consummate a business combination within 15 months from the closing of this
offering (or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus). The placement
units are identical to the units sold in this offering except that (a) the placement units and their component securities will not be
transferable, assignable or saleable until 30 days after the consummation of our initial business combination except to permitted transferees,
(b) the placement warrants, so long as they are held by our sponsor or its permitted transferees, (i) will not be redeemable by us, (ii)
may be exercised by the holders on a cashless basis, and (iii) will be entitled to registration rights.
Our initial stockholders have
agreed to waive their redemption rights with respect to their founder shares and placement shares (i) in connection with the consummation
of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation
to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain
amendments to our amended and restated certificate of incorporation prior thereto or to redeem 100% of our public shares if we do not
execute a definitive agreement to complete an initial business combination within 12 months from the closing of this offering or
complete our initial business combination within 15 months from the completion of this offering (or up to 21 months from the closing
of this offering if extended as described elsewhere in this prospectus) and (iii) if we fail to execute a definitive agreement
to complete an initial business combination within 12 months from the closing of this offering or consummate a business combination
within 15 months from the completion of this offering (or up to 21 months from the closing of this offering if extended as described
elsewhere in this prospectus) or if we liquidate prior to the expiration of the applicable period. However, our initial stockholders
will be entitled to redemption rights with respect to any public shares held by them if we fail to execute a definitive agreement
to complete an initial business combination, consummate a business combination or liquidate within the applicable periods described
above.
Pursuant
to a registration rights agreement we will enter into with our initial stockholders on or prior to the closing of this offering, we may
be required to register certain securities for sale under the Securities Act. These holders, and holders of units issued upon conversion
of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain
of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant
to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements
filed by us. We will bear the costs and expenses of filing any such registration statements. See the section of this prospectus entitled
“Certain Relationships and Related Party Transactions.”
Off-Balance
Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As
of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and
did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus, as we
have conducted no operations to date.
JOBS
Act
On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to
comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are
electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial
statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective
dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject
to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions
we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report
on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure
that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)
comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of
independent registered public accounting firm providing additional information about the audit and the financial statements (auditor
discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the Chief Executive Officers’ compensation to median employee compensation. These exemptions
will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,”
whichever is earlier.
PROPOSED
BUSINESS
Overview
We
are a newly organized blank check company incorporated in February 2021 as a Delaware
corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific
business combination target and we have not, nor has anyone on our behalf, engaged in 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 initial
business combination opportunity in any business, industry, sector or geographical location, we intend to capitalize on the ability of
our management team to identify promising opportunities at the intersection of the healthcare and technology industries, specifically
within the biotechnology and pharmaceutical sectors. Our objective is to focus on middle market and emerging growth businesses operating
with a total enterprise value from $200 million to $1 billion, which companies may be located throughout the world except for an
entity or business with its principal or a majority of its business operations (either directly or through any subsidiaries) in the People’s
Republic of China (including Hong Kong and Macau).
Our
Sponsor and Management Team
Our sponsor has made an initial
investment of $25,000 in exchange for 2,156,250 shares of our Class B common stock (up to 281,250 shares of which are subject to forfeiture
by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised), which will automatically
convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis,
subject to adjustment as described herein. Additionally, our sponsor has agreed to purchase an aggregate of 346,394 placement
units (or 377,331 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate
purchase price of $3,463,935 ($3,773,310 if the over-allotment option is exercised in full).
Our sponsor was formed for the
purpose of creating the company and the gathering the proposed management team in order to undertake and complete our initial
public offering and source, analyze and acquire a target business.
Members of our management team
and board of directors have served as executive officers, directors and senior management of international corporations and businesses
in varied industries.
Dr. Adeoye (Oye) Olukotun, our
Chief Executive Officer, has over 35 years in the pharmaceutical industry. He is a Mayo Clinic trained cardiologist who currently serves
as the Chief Executive Officer of CR Strategies, LLC a position he has held since April 2000. He previously served as the Chief
Executive Officer and President of Epigen Pharmaceuticals, Inc. from June 2014 to March 2017, and Vice Chairman of CardioVax,
Inc., from January 2013 to April 2016. Dr. Olukotun served as the Chief Medical Officer of VIA Pharmaceuticals Inc. from 2004
to 2008. He spent the first 20 years of his career in roles of increasing responsibility in clinical development at Pfizer, Bristol-Myers
Squibb, and Mallinckrodt. He has over 35 years of experience in the pharmaceutical industry and has been instrumental in the approval
and success of numerous cardiology and metabolic medicines, including the first daily beta blocker and the first approved ACE inhibitor,
among others. Dr. Olukotun currently serves on the board of directors for Tonix Pharmaceuticals Holding Corp., (NASDAQ: TNXP) and Arrowhead
Pharmaceuticals, Inc. (NASDAQ: ARWR). Dr. Olukotun received his Medical Doctor degree from the Albert Einstein College of Medicine in
New York in 1973, undertook his specialty in cardiovascular medicine at the Mayo Clinic and Mayo Graduate School of Medicine from 1973
to 1978 and received a master in public health degree from Harvard University School of Public Health in 1983. Further, Dr. Olukotun
received his bachelor of arts from the University of North Carolina at Chapel Hill in 1969.
Samuel
Lui, our President, Chief Financial Officer and director, has over 23 years of experience in capital markets, investment banking, private
equity, accounting and auditing. Since July 2016, he has been the founder and managing director of LV Capital Limited, a private investment
company focused on later stage/pre-IPO investments and specializes in helping investee companies to list on major exchanges such as NASDAQ
and The Stock Exchange of Hong Kong Limited (“HKEX”). Since December 2011, he has served as a board member of the private
equity funds at Rockstead Capital Private Limited, a registered fund management company under the Monetary Authority of Singapore. Since
November 2016, he has also been a non-executive director of EFT Solutions Holdings Limited (HKEX:8062). From December 2013 to May 2015,
Mr. Lui was the chief financial officer of ELL Environmental Holdings Limited (HKEX: 1395). From May 2007 to May 2009, Mr. Lui was a
director within the financial sponsors group, investment banking division of Merrill Lynch in Hong Kong and Singapore. Prior to that,
Mr. Lui worked as an assistant director of the financial sponsors group at ABN AMRO Bank N.V., Hong Kong branch, from August 2005 to
April 2007. From July 2004 to August 2005, Mr. Lui was a vice president at the project finance and advisory department of Société
Générale Asia Limited. Prior to that, Mr. Lui served as a manager of project and export finance at The Hongkong and Shanghai
Banking Corporation Limited from May 2003 to June 2004. From August 1998 to April 2003, Mr. Lui worked in the audit and corporate finance
departments of Arthur Andersen and Ernest & Young in Singapore. Mr. Lui obtained a bachelor degree in accountancy from Nanyang Technological
University in Singapore in July 1998. Mr. Lui has been a member of the Institute of Singapore Chartered Accountants since October 2002.
Dr. Niel Starksen, our Chief
Scientific Officer, is an entrepreneur, physician and scientist. He is a pioneer of percutaneous therapeutic technologies for structural
heart disease and congestive heart failure. Dr. Starksen is an inventor on 18 issued patents and over 20 patents pending. Dr. Starksen
previously served as Chief Executive Officer of Guided Delivery Systems (now known as Ancora Heart) from September 2002 to July 2015
and, since September 2018, is a director and cofounder of Vivalink Medical, a provider of connected healthcare solutions for remote patient
monitoring.He has been an advisor to Xcures (a platform for virtual clinical trials) since September 2018, and an advisor to Well Advised
(a medical fintech platform) since September 2019. He is a Director of the Board of Governors, Johns Hopkins Wilmer Eye Institute. Dr.
Starksen received his Medical Doctor degree from The John Hopkins University School of Medicine in June 1982, completed an internal medicine
residency program at Harvard Medical School in April 1985 and completed his specialty in cardiovascular medicine at the School of Medicine,
University of California, San Francisco in July 1990. Further, Dr. Starksen received his bachelor of science degree summa cum laude from
the University of California, Irvine in June 1978.
Juan
Fernandez Pascual, our Chief Operating Officer, served as the General Manager of Chassis Brakes International Spain SLU, a division of
Hitachi Automotive Systems, based in San Felices de Buelna, Cantabria, Spain, from April 2019 to February 2021. Mr. Fernandez has served
as a special advisor to Benessere Capital Acquisition Corporation since November 2020. Benessere Capital Acquisition is a similar special
purpose acquisition company (SPAC) entity which completed its initial public offering in January 2021. Benessere Capital Acquisition
has focused its search on technology-focused middle market and emerging growth companies in North, Central and South America. Mr. Fernandez served as the President of Gira Cluster of Automotive Industries
of Cantabria from May 2019 to March 2021 and was based in Spain. From September 2018 to April 2019, Mr. Fernandez served as the Smart
Factory Platform Leader of Linxens based in Levallois, Île-de-France, France. From January 2017 to April 2019, Mr. Fernandez served
as the Site Director of Linxens. From September 2015 to December 2016, Mr. Fernandez served as the Senior Area Sales Manager Southern
Europe for Quintus Technologies, based in Vasteras, Sweden. From September 2014 to September 2015, Mr. Fernandez served as the Site Director
of Hutchinson based in Châteaudun, France. From April 2013 to August 2014, Mr. Fernandez served as the Production Area Manager of
Gestamp based in Le Theil, Basse-Normandie, France. From November 2005 to March 2013, Mr. Fernandez served as Process Engineer Manager
at ArcelorMittal Aviles, Spain. From September 2003 to October 2005, Mr. Fernandez served as Resident Engineer of ArcelorMittal based
Electrolux premises in Conegliano, Veneto, Italy. In 2018, Mr. Fernandez received his Executive MBA degree at ESCP Europe. In 1999, Mr.
Fernandez received his DEA (Master in Sciences) at Ecole Polytechnique.
Grainne
Coen, who will be one of our independent directors and Co-Chairman of the Board, is a board member of Commonwealth Credit Partners
BDC I, Inc., a business development company, and became Chair of the Audit Committee since June 2021. In May 2018, she founded and
has remained a partner of Elevation Investment Partners, LLC, a diversified investment group operating in multiple industries both
as strategic consultants and early-stage investors. Since January 2015, Ms. Coen has also served as Co-Founder and Chairperson of
AREA4, LLC, an experiential marketing agency. From August 2001 to December 2015, she was a principal and portfolio manager at
Columbia Partners, LLC Investment Management, where she co-managed over $1 billion in assets held in the fund’s U.S. Small Cap
Equity Fund. From September 1998 to March 2001, she was a General Partner at Kensington Partners, LLC, and from May 1996 to August
1998, she was employed at G&O Partners, LP. Since October 2019, Ms. Coen also has served as the Chair of the audit committee of
Kubient, Inc. (NASDAQ: KBNT), a digital marketing platform, and from March 2019 to December 2020, as Chair of the board of directors
of ERIE ARMADA, Inc., a non-profit focused on the development of underserved communities in conjunction with New York City’s
Parks and Trails Department. Ms. Coen holds a Bachelor of Science from London Guildhall University.
Ernest
Fong, who will be one of our independent directors and Co-Chairman of the Board, has, since October 2021, been the Asia Pacific CEO
of Optimas Capital, an Asian-based Hedge Fund with offices in Hong Kong, Singapore and Taiwan. Mr. Fong joined Credit Suisse in
March 1998 and after spending more than 21 years in its Singapore, Taiwan and Hong Kong offices, he retired from Credit Suisse in
December 2019. His last position in Credit Suisse was as the Head of Markets Research in Asia Pacific and he was responsible for a
team of almost 300 across 14 offices and 12 markets. Prior to Credit Suisse, Mr. Fong was an equity research analyst at Credit
Lyonnais Securities Asia from June 1995 to February 1998. Since June 2020, Mr. Fong is also a non-executive director of Vincom
Retail, listed in Vietnam, which is part of the Vincom group, the largest privately-owned company in Vietnam. Ernest graduated from
National University of Singapore with a Bachelor of Arts degree, majoring in Economics and Statistics.
Chung
Fan Cheng, who will be one of our independent directors, has over 17 years of experience in capital markets, corporate strategy, private
equity, family office and entrepreneurship. Since Feb 2019, Mr. Cheng has served as the Chief Investment Officer of BlueTop Group, a
Hong Kong based family office with core focus in education, human capital and technology. Mr. Cheng also serves as a non-executive director
of Tsui Wah Restaurant Group (HKEX:1314) since November 2016, and a director of Esperanza Limited, founded by the former financial secretary
of Hong Kong, since July 2021. Mr. Cheng’s prior work includes management roles with Sail Global Capital from September 2017 to
December 2018, Hao Tian International Securities from September 2016 to August 2017, and KGI Asia from April 2013 to September 2016.
Mr. Cheng is an Engineer by training and holds a M.Sc. Engineering Enterprise Management, HKUST, Hong Kong and B.Sc. Engineering (1st
Honors), Queen’s University, Canada.
Teck-Yong
Heng, who will be one of our independent directors, will bring in more than 20 years of private equity and M&A experience to the
Company. Mr. Heng is a partner and senior management in 58.com’s Investment Fund focusing on venture capital and private equity
investments in the TMT and Consumer sectors since August 2021. Prior to joining in 58.com, Mr. Heng has operated C-Squared Partners,
a China focused consumer sector private equity fund since May 2018. From August 2016 to May 2018, Mr. Heng was a managing director in
Qianhai Ark Asset Management, a fund with approximately $4.5 billion under management. Prior to Qianhai Ark, Mr. Heng worked at Pavilion
Capital (an affiliated entity of Temasek Holdings) from September 2012 to July 2016, Temasek Holdings from October 2004 to September
2012, Cambridge Associates from July 2003 to October 2004, Singapore Power International from June 2001 to July 2003, and Arthur Andersen
from July 1998 to May 2001. Mr. Heng has also served as independent director for LiXiang Education Holding Co. Ltd. (NASDAQ: LXEH) since
October 2020, and an independent director for WiMi Hologram Cloud Inc. (NASDAQ: WIMI) since May 2021. Mr. Heng is also a director
of another SPAC entity, Broad Capital Acquisition Corp. which completed its initial public offering in January 2022. Mr. Heng graduated
from Nanyang Technological University with a bachelor’s degree in Accountancy (with Honors) and is a graduate of Harvard Business
School’s General Management Program. He is a Chartered Financial Analyst (CFA), Chartered Accountant (CA), Chartered International
M&A Charterholder, and a member of Singapore Institute of Directors.
In addition, in April
2021, our sponsor had engaged ARC Group Limited to assist and advise us in various matters related to our initial public offering,
for which services ARC Group Limited was to be paid a fee of $10,000 a month. In August, 2021, in connection with the anticipated
change of ownership of our sponsor (which ownership change was completed in October, 2021) we terminated the agreement with ARC
Group Limited and the parties agreed that ARC Group Limited’s role would be limited to assisting us in preparation of
financial information and financial statements for use in the registration statement of which this prospectus forms a part and its
role will terminate upon completion of this offering. ARC Group Limited is not receiving any compensation for such services and
neither we nor our sponsor are obligated to provide compensation to ARC Group Limited upon completion of this offering or in the
future. After completion of this offering we do not intend on engaging ARC Group limited for future services. ARC Group Limited and
its affiliates are an investment bank and advisory firm which operates outside of the United States and provides financial advisory,
investment banking, consulting and similar services to its clients.
Our
independent director nominees have experience in public company governance, executive leadership, operational oversight, private equity
investment management and capital markets experience. Our directors also have experience with acquisitions, divestitures and corporate
strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates
as well as following the completion of our initial business combination.
We
believe that our management team’s extensive experience and deep expertise in our target industries position us well to take advantage
of the growing set of acquisition opportunities focused on biotech and pharmaceutical and that our vast network, ranging from owners
and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business
brokers will allow us to generate an attractive transaction for our stockholders.
The
past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable
candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not
rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of
our future performance.
Business
Strategy
While we may pursue an initial
business combination target in any industry or geographic location, we intend to focus our search on middle market and emerging growth
biotech and pharmaceutical-focused companies, businesses or assets that benefit from continuously evolving technology and the resulting
shift in consumer and business purchase behavior. Most of these companies will ultimately need to consolidate to achieve the scale necessary
to attain high revenue growth and attractive profitability. We believe that acquiring a leading high-growth technology company or assets
in the healthcare, biotechnology or pharmaceutical industry will provide a platform to fund consolidation and fuel growth for our company. We have not identified any particular geographical area or country in which
we may seek a business combination. However, we shall not consider or undertake a business combination
with an entity or business with its principal or a majority of its business operations (either directly or through any subsidiaries)
in the People’s Republic of China (including Hong Kong and Macau).
We
believe that there is a large pool of quality initial business combination targets looking for exit opportunities with an increasing
number of private equity (or PE) and venture capital (or VC) activities in the Americas, which provides us opportunities given what we
believe are the limited exit options for mid-market companies in the region. Also, we believe that the technology and tech enabled industries
in the Americas represent a particularly attractive deal sourcing environment that will allow us to leverage our team’s skill sets
and experience to identify an initial business combination which can potentially serve as a strong platform for future add-on acquisitions.
Our investment thesis is supported by what we believe are the following trends in our target sectors:
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Growth in research and development: Scientific breakthroughs and innovations in oncology, gene therapy, synthetic
biology, personalized medicine, precision medicine, rare diseases, and other sub-sectors of the biopharmaceutical and life
sciences industries, are creating new opportunities for investors in the sector. According to EvaluatePharma, worldwide
pharmaceutical R&D spend is expected to reach over $230 billion by 2026, an approximately 50% increase over ten
years.
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Robust private market deal activity: Strong levels of venture capital activity in the biotechnology sector support our pursuit of
an initial business combination. According to a recent Analyst note from Pitchbook, biotechnology and pharmaceutical start-ups raised
over $23 billion in venture capital financing across 865 deals in 2020 as of November 18, 2020 breaking the deal value record set in
2018. Since 2015, biotechnology and pharmaceutical start-ups raised over $80 billion across over 4,000 deals. Many of these companies
continue to grow and may view the public markets as an attractive alternative to support their growth.
- Regulatory environment:
The FDA continues to approve new drugs at a healthy pace. There were 228 novel drug approvals in the five-year period from
2016 to 2020. This represents a 44% increase over the number of novel drugs approved over the period from 2010 to 2014. The constructive
regulatory environment is encouraging continued investment in the biotechnology and pharmaceutical sectors.
Competitive
Advantages
We
intend to capitalize on the following competitive advantages in our pursuit of a target company:
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Leadership
of an Experienced Management Team. Our experienced management team has over 35 years of combined work experience as investment
professionals in a variety of industries, such as pharmaceutical and financial institutions. These years of experience have allowed
us to gain not only extensive and deep expertise in our fields, but also vast networks of some of the most influential thought leaders
and top performing companies in our target industries and region. This positions Genesis Unicorn Capital Corp as a unique and strategic
player, and as an attractive alternative for the many companies that
seek to tap the equity capital markets, ensuring that we find the most attractive opportunities that maximize value to our stockholders.
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Established
Deal Sourcing Network. We believe the strong track record of our management team will enable us to get access to quality
deal pipeline. In addition, we believe that our management team and advisors, can generate acquisition opportunities and possibly
seek complementary follow-on business arrangements through their international network of contacts in, among others, private and
public companies, private equity and venture capital funds, investment banks, accounting and law firms.
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Status
as a Publicly Listed Acquisition Company. We believe our structure will make us an attractive business combination partner
to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional
initial public offering process. We believe that some target businesses will favor this alternative, which we believe is less expensive,
while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering,
there are typically underwriting fees and marketing expenses, which would cost more than a business combination with us. Furthermore,
once a proposed business combination is approved by our stockholders (if applicable) and the transaction is consummated, the target
business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability
to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe
our target business would have greater access to capital and additional means of creating management incentives that are better aligned
with stockholders’ interests than it would as a private company. It can offer further benefits by augmenting a target company’s
profile among potential new customers and vendors and aid in attracting talented management staffs.
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Targeting
of Fastest Growing Industries. The main industries we are targeting are in the biotechnology and pharmaceutical
sectors. This is not just a function of our expertise in these fields, but it is also because these sectors are currently
anticipated to be some of the fastest growing industries in the global economy, with the expectation that the biotechnology
sector will expand at a CAGR of approximately 15.83% from 2021 to 2028, while the pharmaceutical sector will expand at a CAGR
of approximately 10.23% for the corresponding period.
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Industry
Opportunity
While
we may acquire a business in any industry, our focus will be in the biotechnology and pharmaceutical industries. We believe that
our target industries are attractive for a number of reasons.
We
believe that the biotechnology sector represents a tremendous opportunity for growth, with many promising pre-commercial companies seeking
funding and guidance from knowledgeable investment firms. There are multiple trends in the sector that contribute to this growth potential,
and we believe they will enable us to identify and acquire an attractive target. These trends include the following:
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Large addressable market with strong growth: Total U.S. national health expenditure was $74.1 billion in 1970. By 2000,
health expenditures reached about $1.4 trillion, and in 2019 the amount spent on health more than doubled to $3.8 trillion.
CMS projected that by 2028, health care spending would reach $6.19 trillion, and would account for 19.7% of GDP, up from
17.7% in 2018.
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Technological progress driving innovation. Biotechnology innovation has accelerated in recent years due to new technology, including
advances in computing, artificial intelligence, genetics and cellular engineering. Biotechnology companies have used these tools in many
ways, particularly for breakthrough discoveries in the areas of targeted oncology, gene therapy, gene editing and cell therapy. We believe
the pace of this advancement can persist and even grow, which could result in many new therapies that address unmet needs.
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Transformational opportunities. Technology can be used as a disruptor within the healthcare sector to improve the quality
of care provided to patients or the accessibility of care. Furthermore, there is significant scope for transformational
innovation within the healthcare and technology industries separately.
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Strong macroeconomic trends. The global population is aging and according to the United Nations the population aged 60
years or over is expected to more than double between 2017 and 2050. This represents a significant global healthcare
challenge but also an opportunity for innovative companies focused on extending healthy lifespans.
- Strength despite COVID-19.
The Nasdaq Biotech Index (NBI) has outperformed the general market for the last ten years (from 2012 to December 15,2021),
with a 337.5% return for the NBI versus a 274.5% return for the S&P 500. We
believe this demand is fueled in part by a renewed focus on the biotechnology sector as a result of the COVID-19 pandemic, which has
served as a reminder of the important role biotechnology plays in solving global health problems. We believe this paradigm can serve
as an additional tailwind for the growth of promising, innovative biopharmaceutical companies.
We
believe becoming publicly traded presents several major benefits for private biotechnology companies, including greater access to capital,
more liquid securities and increased customer awareness. Furthermore, we believe an acquisition by a special purpose acquisition company
with a respected management team that is well-known to biotechnology investors and management teams can be a very attractive mechanism
for accessing the public markets due to the increased deal certainty, transparency and efficiency it can provide.
Acquisition
Criteria and Process
Our acquisition strategy
is to complete a business combination that will create value for our stockholders over time. We expect to conduct intensive
diligence of a potential target, including but not limited to deal structure, financial forecasting and scientific viability using
our management team’s expertise combined with the opinions of key industry leaders in their network of relationships. While
we may enter into a business combination with a company that does not meet all of these criteria, we intend to focus on companies
that we believe have the following characteristics:
-Therapeutics-focused
business (i.e. biopharmaceuticals) with potential to significantly advance care for the disease of focus.
-Preclinical
through commercial stage assets, with investments focused on programs that are both pre-proof-of-concept (“PoC”) and
post-PoC.
-A
company with minimal additional equity required to achieve significant defined clinical, regulatory or commercial milestones beyond
the capital provided by the target, us and any potential concurrent PIPE.
Consistent
with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective
target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, although we may decide to enter
into our initial business combination with a target business that does not meet these criteria and guidelines.
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Revenue
and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue
and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction
and synergistic follow-on acquisitions resulting in increased operating leverage.
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Potential
for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate
strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have the potential for predictable,
recurring revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage
this cash flow in order to enhance stockholder value.
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Strong
and Experienced Management. We will to seek companies that have strong, experienced management teams in place, or are a platform
to assemble an effective management team with a track record of driving growth and profitability. We will spend significant time
assessing a company’s leadership and human fabric, and maximizing its efficiency over time.
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Benefit
from Being a Public Company. We intend to acquire one or more businesses that will benefit from being publicly traded and
can effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company.
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Defensible
Market Position. We intend to acquire one or more businesses that have a defensible market position, with demonstrated advantages
when compared to their competitors and which create barriers to entry against new competitors.
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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 from time to time
our management may deem relevant.
Initial
Business Combination
Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value
of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on
the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of
directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not
able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such
criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair
market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of
a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally,
pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders 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 stockholders 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 (the “Investment Company Act”).
Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders 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, shares or other equity interests 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 stockholders
immediately prior to our initial business combination could own less than a majority of our issued and 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% fair market value test. If the business combination involves more than one target business, the 80% fair market
value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our
initial business combination for purposes of a tender offer or for seeking stockholder 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 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.
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.
Sourcing
of Potential Initial Business Combination Targets
Certain
members of our management team have spent significant portions of their careers working with businesses in the technology industry and
have developed a wide network of professional services contacts and business relationships in that industry. The members of our board
of directors also have significant executive management and public company experience with technology related companies and bring additional
relationships that further broaden our industry network.
This
network has provided our management team with a flow of referrals that have resulted in numerous transactions in the past.
We believe that the network of contacts and relationships of our management team will provide us with an important source
of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from
various unaffiliated sources, including investment market participants, private equity groups, investment banks, consultants,
accounting firms and large business enterprises.
Members
of our management team and our independent directors will directly or indirectly own founder shares and/or placement units 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
was included by a target business as a condition to any agreement with respect to our initial business combination.
In
addition, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual
obligations to other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entity. The personal and financial interests of our directors and officers
may influence their motivation in timely identifying and selecting a target business and completing a business combination. The
different timelines of competing business combinations could cause our directors and officers to prioritize a different business
combination over finding a suitable acquisition target for our business combination.
We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially
affect our ability to complete our initial business combination.
In
addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours
or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However,
we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
Other Considerations
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 or any of our officers
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm
or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company
from a financial point of view. We are not required to obtain such an opinion in any other context.
We currently do not
have any specific business combination under consideration. Our officers and directors have neither individually selected nor
considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves
or with our underwriter or other advisors. Our management team is regularly made aware of potential business opportunities, one
or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted
any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination
transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly
or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other
representative to identify or locate any such acquisition candidate.
In addition, certain
of our officers and directors presently have, and any of them in the future are expected to have, additional, fiduciary and contractual
duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to
their fiduciary duties under applicable law governing such other entity or entities, he or she will need to honor such fiduciary
or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity.
If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not
expect these duties to materially affect our ability to complete our initial business combination because we do not currently
anticipate any meaningful overlap of investment objectives. Our amended and restated certificate of incorporation and bylaws provide
that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any
duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity
to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the
one hand, and us, on the other.
Our
sponsor, officers and directors may sponsor, form or participate in other 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. Our Chief Operating
Officer, Mr. Fernandez, is an adviser to another SPAC entity, Benessere Capital Acquisition
which completed its initial public offering in January 2021. Benessere Capital Acquisition
has focused its search on technology-focused middle market and emerging growth companies
in North, Central and South America, Europe and South-east Asia. Further, Ms. Grainne
Coen, a director nominee who will be a Co-Chair of our Board of Directors, is President
and Chief Financial Officer of Signal Hill Acquisition Corp., a SPAC entity which is contemplating
its initial public offering and another of our nominees to our Board, Mr. Teck-Yong Heng,
is a director of Broad Capital Acquisition Corp., a SPAC entity which completed
its initial public offering in January 2022. The primary focus for Broad
Capital Acquisition is general aviation and aerospace industry, and the unmanned aircraft
systems (UAS) and advanced air mobility (AAM) industries. In addition, our sponsor, officers
and directors are not required to commit any specified amount of time to our affairs, and,
accordingly, will have conflicts of interest in allocating management time among various
business activities, including identifying potential business combinations and monitoring
the related due diligence.
Status
as a Public Company
We
believe our structure will make us an attractive business combination partner to target businesses. As a public company, we offer a target
business an alternative to the traditional initial public offering through a merger or other business combination with us. Following
an initial business combination, we believe the target business would have greater access to capital and additional means of creating
management incentives that are better aligned with stockholders’ interests than it would as a private company. A target business
can further benefit by augmenting its profile among potential new customers and vendors and aid in attracting talented employees. In
a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the
target business for our shares of Class A common stock (or shares of a new holding company) or for a combination of our shares of Class
A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.
Although
there are various costs and obligations associated with being a public company, we believe target businesses will find this method a
more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial
public offering process takes a significantly longer period of time than the typical business combination transaction process, and there
are significant expenses in the initial public offering process, including underwriting discounts and commissions, marketing and road
show efforts that may not be present to the same extent in connection with an initial business combination with us.
Furthermore,
once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business
combination, we believe the target business would then have greater access to capital and an additional means of providing management
incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions. Being a public
company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting
talented employees.
While
we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential
target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder
approval of any proposed initial business combination, negatively.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 independent
registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and stockholder 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 common stock that is held by non-affiliates exceeds $700
million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
securities during the prior three-year period.
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 common stock held by non-affiliates
equals or exceeds $250 million as of the end of the prior June 30th and our annual
revenues equaled or exceeded $100 million during such completed fiscal year, or (2) the market value of our common stock held
by non-affiliates exceeds $700 million as of the prior June 30th.
Financial
Position
With
funds available for an initial business combination initially in the amount of $73,687,500, after payment of $2,437,500
deferred underwriting fee (or $84,740,625 after payment of $2,803,125 deferred underwriting fees if the underwriters’
over-allotment option is exercised in full), in each case before fees and expenses associated with our initial business combination (other
than deferred underwriting fees), we offer a target business a variety of options such as creating a liquidity event for its owners,
providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt or
leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination
of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be
paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there
can be no assurance it will be available to us.
Effecting
Our Initial Business Combination
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We
intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the placement units,
the proceeds of the sale of our shares in connection with our initial business combination (pursuant to backstop agreements we may enter
into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other
lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with
a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the
numerous risks inherent in such companies and businesses.
If
our 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 or used for redemptions of our Class A
common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for
maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred
in completing our initial business combination, to fund the purchase of other companies or for working capital.
We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the
amounts held in the trust account. In addition, we intend to target businesses larger than we could acquire with the net proceeds of
this offering and the sale of the placement units, and may as a result be required to seek additional financing to complete such proposed
initial business combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only
simultaneously with the completion of our initial business combination. In the case of an initial business combination funded with assets
other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would
disclose the terms of the financing and, only if required by applicable law or stock exchange requirements, we would seek stockholder
approval of such financing. There are no prohibitions on our ability to raise funds privately, or through loans in connection with our
initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect
to raising any additional funds through the sale of securities or otherwise.
We
have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination
target. From the period commencing with our formation through the date of this prospectus, there have been no communications or discussions
between any of our officers, directors or our sponsor and any of their potential contacts or relationships regarding a potential initial
business combination. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable
acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.
However, we may contact such targets subsequent to the closing of this offering if we become aware that such targets are interested in
a potential initial business combination with us and such transaction would be attractive to our stockholders. Accordingly, there is
no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately
complete our initial business combination. Although our management will assess the risks inherent in a particular target business with
which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.
Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that
those risks will adversely impact a target business.
Sources
of Target Businesses
We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment
bankers and investment professionals, as a result of being solicited by us by calls or mailings. These sources may also introduce us
to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read
this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as our sponsor and their
affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as
a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition,
we expect to receive a number of deal flow opportunities that would not otherwise necessarily be available to us as a result of the
business relationships of our officers and directors and our sponsor and their affiliates. While we do not presently anticipate
engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we
may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory
fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will
engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not
otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management
determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in
which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of
our existing officers or directors be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment
of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in
order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of
our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation,
finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial
business combination except as set forth herein. We have agreed to pay Genesis Unicorn Capital, LLC, our sponsor, a
total of $10,000 per month for office space, utilities and secretarial and administrative support and to reimburse our sponsor for
any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our
officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial
business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection
process of an initial business combination candidate.
We
are not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated with
our sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership
with our sponsor, officers or directors. In the event we seek to complete our initial business combination with an initial business combination
target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial
business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other
context.
Selection
of a Target Business and Structuring of our Initial Business Combination
If we are unable to (i) execute
a definitive agreement to complete an initial business combination within 12 months from the closing of this offering, or (ii) complete
any such business combination which is the subject of such definitive agreement within 15 months from the closing of this offering unless
such 15 months is extended for up to two (2) successive three-month periods at our option (up to 21 months in total from the closing
of this offering) and provided further that our sponsor deposits into the escrow account the sum of $0.10 per share (or $750,000 in the
aggregate for each three-month extension, or $862,500 in the aggregate for each three-month extension if the over-allotment option is
exercised in full) we will (x) cease all operations except for the purpose of winding up, (y) as promptly as reasonably possible but
not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (z) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses
(y) and (z) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
In the event we elect to extend the deadline, we intend to issue a press release announcing such intention at least three days prior
to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether
or not the funds have been timely deposited. Our public shareholders will not have the right to vote upon or redeem their shares in connection
with any extensions from the initial 12 month period.
Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value
of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on
the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market
value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted
by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses
or a valuation based on the financial metrics of mergers and acquisition transactions of comparable businesses. If our board of
directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the
satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination
of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the
business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.
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 virtually have unrestricted flexibility in identifying and selecting one or more prospective
target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company
or a similar company with nominal operations.
In
any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities
of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business
or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be
taken into account for purposes of Nasdaq’s 80% fair market value test. There is no basis for investors in this offering to evaluate
the possible merits or risks of any target business with which we may ultimately complete our initial business combination.
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 business target, we expect to conduct a thorough due diligence review, which may encompass, among other things,
meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities,
as well as a review of financial 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.
Lack
of Business Diversification
For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. In addition, we intend to focus our search for an initial business combination in a
single industry. By completing our initial business combination with only a single entity, our lack of diversification may:
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subject
us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the
particular industry in which we operate after our initial business combination, and
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cause
us to depend on the marketing and sale of a single product or limited number of products or services.
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Limited
Ability to Evaluate the Target’s Management Team
Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial
business combination with that business, our assessment of the target business’ management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial
business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial
business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge
relating to the operations of the particular target business.
We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The
determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business
combination.
Following
an initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.
Stockholders
May Not Have the Ability to Approve Our Initial Business Combination
We
may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval
if it is required by applicable law or applicable stock exchange listing requirements, or we may decide to seek stockholder approval
for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations
we may consider and whether stockholder approval is currently required under Delaware law for each such transaction.
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Type
of Transaction
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Whether
Stockholder
Approval is
Required
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Purchase
of assets
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No
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Purchase
of stock of target not involving a merger with the company
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No
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Merger
of target into a subsidiary of the company
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No
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Merger
of the company with a target
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Yes
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Under
Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:
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we
issue shares of Class A common stock that will be equal to or in excess of 20% of the number of shares of our Class A common
stock then outstanding (other than in a public offering for cash);
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any
of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons
collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise
and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of
5% or more; or
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the
issuance or potential issuance of common stock will result in our undergoing a change of control.
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The
decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder
approval is not required by law or the Nasdaq rules will be made by us, solely in our discretion, and will be based on business
and legal reasons, which include a variety of factors, including, but not limited to:
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the
timing of the transaction, including in the event we determine stockholder approval would
require additional time and there is either not enough time to seek stockholder approval
or doing so would place the company at a disadvantage in the transaction or result in
other additional burdens on the company;
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●
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the
expected cost of holding a stockholder vote;
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the
risk that the stockholders would fail to approve the proposed business combination;
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●
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other
time and budget constraints of the company; and
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additional
legal complexities of a proposed business combination that would be time-consuming and
burdensome to present to stockholders.
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Permitted
Purchases of our Securities
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates
may purchase public 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. There is no limit on the number of shares our initial stockholders, directors, officers
or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. 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. If they engage in such transactions, they will not make any such purchases when they are in possession of any material
nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not
currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange
Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at
the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. 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. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions prior
to completion of our initial business combination.
The
purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase
the likelihood of obtaining stockholder approval of the initial 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 shares of Class
A common stock 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.
Our
sponsor, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsor, officers,
directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt
of redemption requests submitted by stockholders following our mailing of proxy materials in connection with our initial business combination.
To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact
only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account
or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial
business combination. Our sponsor, officers, directors or their affiliates will only purchase public shares if such purchases comply
with Regulation M under the Exchange Act and the other federal securities laws.
Any
purchases by our sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange
Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability
for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be
complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors and/or their affiliates
will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect that
any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject
to such reporting requirements.
Redemption
Rights for Public Stockholders upon Completion of our Initial Business Combination
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock 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 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 taxes, 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 $10.00
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 underwriters. Our sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and placement shares and any
public shares held by them in connection with the completion of our initial business combination.
Manner
of Conducting Redemptions
We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares of Class A common stock upon
the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial
business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed initial
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 stockholder approval under the
law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require stockholder
approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding
common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. If we structure
an initial business combination with a target company in a manner that requires stockholder approval, we will not have discretion as
to whether to seek a stockholder vote to approve the proposed initial business combination. We may conduct redemptions without a stockholder
vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirements
or we choose to seek stockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for our securities
on Nasdaq, we will be required to comply with such rules.
If
stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder
approval for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:
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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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In
the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.
If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock present and entitled to vote at the meeting to approve the initial business combination when a quorum is present are voted in favor
of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of
outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the
Company entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuant to the letter agreement,
our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them and any public shares acquired
during or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination.
For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the
approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’ founder
shares and placement shares, we would need 218,331, or 2.9%, of the 7,500,000 public shares sold in this offering to be
voted in favor of an initial business combination (assuming only the minimum number of shares representing a quorum are voted) in order
to have our initial business combination approved (assuming the over-allotment option is not exercised, and that the initial stockholders
do not purchase any units in this offering or units or shares in the after-market). We intend to give approximately 30 days (but not
less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve
our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make
it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares
irrespective of whether they vote for or against the proposed transaction.
If
a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant
to our amended and restated certificate of incorporation:
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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, we or our sponsor will terminate any plan established in accordance with
Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender
offer, 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, we will not redeem any public shares unless our net tangible assets will be at
least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’
fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset
or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender
more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
Our
amended and restated certificate of incorporation will provide that we may not redeem our public shares unless our net tangible assets
are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’
fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset
or cash requirement which may be contained in the agreement relating to our initial business combination. For example, the proposed initial
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 initial business combination. In the event the aggregate cash consideration we would be required to pay for
all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant
to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the
initial business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to
the holders thereof.
Limitation
on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval
Notwithstanding
the foregoing, if we seek stockholder 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 certificate of incorporation will provide
that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights
with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the “Excess Shares.”
Such restriction shall also be applicable to our affiliates. We believe this restriction will discourage stockholders from accumulating
large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed
initial business combination 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. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold
in this offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt
to block our ability to complete our initial business combination, particularly in connection with an initial 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 stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination.
Our public shareholders will
not have the right to vote upon or redeem their shares in connection with any extensions from the initial 12 month period following this
offering, provided that the conditions for any such extensions have been satisfied.
Tendering
Stock Certificates in Connection with Redemption Rights
We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in “street name,” to either tender their certificates to our transfer agent up to two business days prior to the vote on
the proposal to approve the initial business combination, or to deliver their shares to the transfer agent electronically using the Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The proxy materials that we will furnish
to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders
to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two days prior to the vote on the initial business
combination to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period,
it is advisable for stockholders to use electronic delivery of their public shares.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not
to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking
to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.
The
foregoing is different from the procedures used by many special purpose acquisition companies. In order to perfect redemption rights
in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’
vote on an initial business combination, and a holder could simply vote against a proposed initial business combination and check a box
on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the initial business combination
was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.
As a result, the stockholder then had an “option window” after the completion of the initial business combination during
which he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he
or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become
“option” rights surviving past the completion of the initial business combination until the redeeming holder delivered its
certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election
to redeem is irrevocable once the initial business combination is approved.
Any
request to redeem such shares, once made, may be withdrawn at any time up to the date of the stockholder meeting. Furthermore, if a holder
of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the
applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically
or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares
will be distributed promptly after the completion of our initial business combination.
If
our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case,
we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If
our initial proposed initial business combination is not completed, we may continue to try to complete an initial business combination
with a different target until 15 months from the closing of this offering.
Redemption
of Public Shares and Liquidation if no Initial Business Combination
Our amended and restated certificate
of incorporation will provide that (i) we will have only 12 months from the closing of this offering to execute a definitive agreement
to complete an initial business combination and (ii) we will have only 15 months from the closing of this offering to complete our
initial business combination, which may be extended to up to 21 months as described elsewhere in this prospectus. If we are unable
to execute a definitive agreement to complete our initial business combination within such 12month period or complete our initial
business combination within such 15month period (or up to 21 months if extended as described elsewhere
in this prospectus), 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 taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to our obligations under Delaware 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 execute a definitive agreement to complete an initial business combination within 12 months from the closing of this offering
or complete our initial business combination within the 15month time period (or up to 21 months if extended as described elsewhere in this prospectus).
Our sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust
account with respect to any founder shares and placement shares held by them if we fail to execute a definitive agreement to complete
an initial business combination within 12 months from the closing of this offering or complete our initial business combination within
15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere
in this prospectus). However, if our sponsor, officers or directors 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 execute a definitive
agreement to complete an initial business combination within 12 months from the closing of this offering or complete our initial
business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended
as described elsewhere in this prospectus).
Our sponsor, officers and directors
have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate
of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or certain amendments to our amended and restated certificate of incorporation prior thereto or to redeem 100% of our public
shares if we do not execute a definitive agreement to complete an initial business combination within 12 months from the closing of
this offering or complete our initial business combination within 15 months from the closing of this offering (or up to 21 months
from the closing of this offering if extended as described elsewhere in this prospectus) or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the
opportunity to redeem their shares of Class A common stock 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 taxes divided by the number of then outstanding public shares. However, we may not redeem our
public shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial
business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny
stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we
cannot satisfy the net tangible asset requirement (described above), we would not proceed with the amendment or the related redemption
of our public shares at such time.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the approximately $950,000 of proceeds held outside the trust account, although we cannot
assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held
in the trust account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses
associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required
to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those
costs and expenses.
If
we were to expend all of the net proceeds of this offering and the sale of the placement units, other than the proceeds deposited in
the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received
by stockholders upon our dissolution would be approximately $10.15. The proceeds deposited in the trust account could, however,
become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot
assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.15. Under
Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments
to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution
of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds
sufficient to pay or provide for all creditors’ claims.
Although
we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order
to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses
to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such
third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where
we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise
or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver
or in cases where management is unable to find a service provider willing to execute a waiver.
MaloneBailey
LLP, our independent registered public accounting firm, and the underwriters
of the offering, will not execute agreements with us waiving such claims to the monies held in the trust account.
In
addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Our sponsor
has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us,
or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or
business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.15 per public share
and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less
than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will
not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held
in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor
to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy
its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure
you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.
In
the event that the proceeds in the trust account are reduced below (i) $10.15 per public share or (ii) such lesser amount per
public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust
assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to
satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations
to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the
cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent
directors determine that a favorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligations
and we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims
of creditors the actual value of the per-share redemption price will not be less than $10.15 per public share.
We will seek to reduce the possibility
that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers,
prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity
of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We will have access
to up to approximately $950,000 from the proceeds of this offering and the sale of the placement units with which to pay any such
potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately
$100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,
stockholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses
exceed our estimate of $451,435, we may fund such excess with funds from the funds not to be held in the trust account. In such case,
the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event
that the offering expenses are less than our estimate of $451,435, the amount of funds we intend to be held outside the trust account
would increase by a corresponding amount.
Under the DGCL, stockholders may
be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The
pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we
do not execute a definitive agreement to complete an initial business combination within 12 months from the closing of this offering
or complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing
of this offering if extended as described elsewhere in this prospectus) may be considered a liquidating distribution under Delaware
law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable
provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the
corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before
any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited
to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability
of the stockholder would be barred after the third anniversary of the dissolution.
Furthermore, if the pro rata portion
of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not execute
a definitive agreement to complete an initial business combination within 12 months from the closing of this offering or complete
our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering
if extended as described elsewhere in this prospectus), is not considered a liquidating distribution under Delaware law and such
redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due
to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of
creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating
distribution. If we are unable to execute a definitive agreement to complete an initial business combination within 12 months from
the closing of this offering or complete our initial business combination within 15 months from the closing of this offering (or
up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus), 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 taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and
our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public
shares as soon as reasonably possible following the 12th month from the closing
of this offering in the event we do not execute a definitive agreement to complete an initial business combination within 12 months from
the closing of this offering and it is our intention to redeem our public shares as soon as reasonably possible following the 15th
month (or up to 21st month) from the closing of this offering in the event we do not complete our initial business combination
within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere
in this prospectus) and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially
be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend
well beyond the third anniversary of such date.
Because
we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such
time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within
the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be
limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as
lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our
underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which
we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust
account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any
claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent
necessary to ensure that the amounts in the trust account are not reduced below (i) $10.15 per public share or (ii) such lesser
amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value
of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under
our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the
event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent
of any liability for such third-party claims.
If
we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the
trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot
assure you we will be able to return $10.15 per share to our public stockholders. Additionally, if we file a bankruptcy petition
or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be
viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent
conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore,
our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby
exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
Our public stockholders will be
entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our initial business combination,
(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend any provisions of our amended
and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with
our initial business combination or certain amendments to our amended and restated certificate of incorporation prior thereto or to redeem
100% of our public shares if we do not execute a definitive agreement to complete an initial business combination within 12 months
from the closing of this offering or complete our initial business combination within 15 months from the closing of this offering
(or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus) or (B) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption
of all of our public shares if we are unable to execute a definitive agreement to complete an initial business combination within
12 months from the closing of this offering or complete our business combination within 15 months from the closing of this offering
(or up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus), subject to applicable
law. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we
seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the initial
business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the
trust account. Such stockholder must have also exercised its redemption rights as described above. These provisions of our amended and
restated certificate of incorporation, like all provisions of our amended and restated certificate of incorporation, may be amended with
a stockholder vote.
Comparison
of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business
Combination
The following table compares the
redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business
combination and if we are unable to execute a definitive agreement to complete an initial business combination within 12 months from
the closing of this offering or complete our initial business combination within 15 months from the closing of this offering (or
up to 21 months from the closing of this offering if extended as described elsewhere in this prospectus).
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Redemptions
in Connection
with our Initial Business
Combination
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Other
Permitted
Purchases
of
Public Shares
by us or our Affiliates
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Redemptions
if we fail to
Complete an Initial
Business Combination
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Calculation
of redemption price
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Redemptions
at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote.
The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder
vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit
in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated
to be $10.15 per public share), including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes divided by the number of then outstanding public shares, subject to the limitation that no redemptions will
take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 as described elsewhere in this
prospectus and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms
of a proposed initial business combination.
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If
we seek stockholder approval of our initial business combination, our sponsor, directors, officers or their affiliates may purchase
shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination.
There is no limit to the prices that our sponsor, directors, officers or their affiliates may pay in these transactions.
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If
we are unable to execute a definitive agreement to complete an initial business combination within 12 months from the closing
of this offering or complete our initial business combination within 15 months from the closing of this offering (or up to
21 months from the closing of this offering if extended as described elsewhere in this prospectus), we will redeem all public
shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially
anticipated to be $10.15 per public share) including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares.
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Impact
to remaining stockholders
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The
redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders,
who will bear the burden of the deferred underwriting commissions and taxes payable.
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If
the permitted purchases described above are made there would be no impact to our remaining stockholders because the purchase price
would not be paid by us.
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The
redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for
the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.
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Comparison
of This Offering to Those of Blank Check Companies Subject to Rule 419
The
following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of
Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be
identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment
option. None of the provisions of Rule 419 apply to our offering.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Escrow
of offering proceeds
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$76,125,000
of the net proceeds of this offering and the sale of the placement
units will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee
and J.P. Morgan Securities LLC acting as investment manager.
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Approximately
$76,875,000 of the offering proceeds would be deposited into either an escrow account with an insured depositary institution
or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial
interests in the account.
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Investment
of net proceeds
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$76,125,000
of the net offering proceeds and the sale of the placement units
held in trust will be invested only in U.S. government treasury bills 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.
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Proceeds
could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in
securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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Receipt
of interest on escrowed funds
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Interest
on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable, and (ii) in the event
of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest
that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and
liquidation.
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Interest
on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released
to us in connection with our completion of a business combination.
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Limitation
on fair value or net assets of target business
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Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the
value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned
on the trust account) at the time of the agreement to enter into the initial business combination.
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The
fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Trading
of securities issued
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We
expect the units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants comprising
the units will begin separate trading on the 52nd day following the date of this prospectus unless the representative
informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described
below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form
8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus.
If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current
Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
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No
trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination.
During this period, the securities would be held in the escrow or trust account.
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Exercise
of the warrants
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The
warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months
from the closing of this offering.
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The
warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection
with the exercise would be deposited in the escrow or trust account.
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Election
to remain an investor
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We
will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of
the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business
combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,
upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable
law or stock exchange listing requirements to hold a stockholder vote. We intend to give approximately 30 days (but not less than
10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our
initial business combination. If we are not required by applicable law or stock exchange listing requirements and do not otherwise
decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions
pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under the SEC’s
proxy rules. 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. If, however, we hold a stockholder vote, we will, like many
blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules.
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A
prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each
investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no
more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to
decide if it elects to remain a stockholder of the company or require the return of its investment. If the company has not received
the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow
account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds
on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the initial business combination. Additionally, each public stockholder may elect to redeem their
public shares irrespective of whether they vote for or against the proposed transaction. A quorum for such meeting will consist of
the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting
power of all outstanding shares of capital stock of the company entitled to vote at such meeting.
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Business
combination deadline
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If
we are unable to (i) execute a definitive agreement to complete an initial business combination within 12 months from the
closing of this offering, or (ii) complete any such business combination which is the subject of such definitive agreement within
15 months from the closing of this offering unless such 15 months is extended for up to two (2) successive three-month periods
at our option (up to 21 months in total from the closing of this offering) and provided further that our sponsor deposits into the
escrow account the sum of $0.10 per share (or $750,000 in the aggregate for each three-month extension, or $862,500 in the aggregate
for each three-month extension if the over-allotment option is exercised in full) we will (x) cease all operations except
for the purpose of winding up, (y) as promptly as reasonably possible but not more than ten business days thereafter, redeem
100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if
any), subject to applicable law, and (z) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (y) and (z)
above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
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If
a business combination has not been completed within 15 months after the effective date of the company’s registration
statement, funds held in the trust or escrow account are returned to investors.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Limitation
on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
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|
If
we seek stockholder 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 certificate of incorporation will provide that
a public stockholder (including our affiliates), together with any affiliate of such stockholder or any other person with whom such
stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted
from seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering).
Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial
business combination and they could suffer a material loss on their investment in us if they sell any Excess Shares in open market
transactions.
|
|
Many
blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held
by such stockholders in connection with an initial business combination.
|
|
|
|
|
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Tendering
stock certificates in connection with redemption rights
|
|
We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in “street name,” to either tender their certificates to our transfer agent up to two business days prior to the vote
on the proposal to approve the initial business combination, or to deliver their shares to the transfer agent electronically using
The Depository Trust Company’s DWAC System, at the holder’s option. The proxy materials that we will furnish to holders
of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders
to satisfy such delivery requirements. Accordingly, a public stockholder would have up to two days prior to the vote on the initial
business combination to tender its shares if it wishes to seek to exercise its redemption rights.
|
|
In
order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed initial
business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights.
After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate
to verify ownership.
|
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Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
|
|
Release
of funds
|
|
Except
with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations and
up to $100,000 of interest that may be used for our dissolution expenses, the proceeds held in the trust account will not be released
until the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares
properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments
to our amended and restated certificate of incorporation prior thereto or to redeem 100% of our public shares if we do not execute
a definitive agreement to complete an initial business combination within 12 months from the closing of this offering or complete
our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this
offering if extended as described elsewhere in this prospectus) or (B) with respect to any other provision relating to stockholders’
rights or pre-business combination activity and (iii) the redemption of 100% of our public shares if we are unable to complete an
initial business combination within the required time frame (subject to the requirements of applicable law). On the completion of
our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate
account controlled by the trustee for disbursal to redeeming stockholders. We will use these funds to pay amounts due to any public
stockholders who exercise their redemption rights as described above under “Redemption rights for public stockholders upon
completion of our initial business combination,” to pay the underwriters their 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.
|
|
The
proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure
to effect a business combination within the allotted time.
|
Competition
In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from
other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged
buyout funds, and operating businesses seeking strategic business combinations. Many of these entities are well established and have
extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited
by our available financial resources. This inherent limitation gives others an advantage in pursuing the initial business combination
of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption
rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution
they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive
disadvantage in successfully negotiating an initial business combination.
Facilities
Our executive offices are located
at 281 Witherspoon Street, Suite 120, Princeton, New Jersey, 08540 and our telephone number is (609) 466-0792. Commencing on the
date of this prospectus, we have agreed to pay Genesis Unicorn Capital, LLC, our sponsor, a total of $10,000 per month for office space,
utilities and secretarial and administrative support. We consider our current office space adequate for our current operations.
Employees
We
currently have four executive officers. These individuals are not obligated to devote any specific number of hours to our matters
but they intend to devote as much of their time as they deem necessary, in the exercise of their respective business judgement, to our
affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based
on whether a target business has been selected for our initial business combination and the stage of the initial business combination
process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination. We do
not have an employment agreement with any member of our management team.
Periodic
Reporting and Financial Information
We
will register our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports will contain financial statements audited and reported on by our independent registered public accountants.
We
will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials
or proxy solicitation materials sent to stockholders to assist them in assessing the target business. In all likelihood, these financial
statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical
financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements
may limit the pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination
within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination
candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare
its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we
may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates,
we do not believe that this limitation will be material.
We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities
under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act.
We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent
to the consummation of our initial business combination.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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, 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
stockholder 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 shares of Class A common stock that are held by non-affiliates exceeds
$700 million as of the prior June 30th, 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 common stock held
by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and our annual revenues
equaled or exceeded $100 million during such completed fiscal year, or (2) the market value of our common stock held by non-affiliates
exceeds $700 million as of the end of that year’s second fiscal quarter.
Legal
Proceedings
There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team
in their capacity as such.
MANAGEMENT
Officers,
Directors and Director Nominees
Our
officers, directors and director nominees are as follows:
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Adeoye
Olukotun
|
|
76
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
Samuel
Lui
|
|
47
|
|
President,
Chief Financial Officer, Director
|
|
|
|
|
|
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Niel Starksen
|
|
65
|
|
Chief Scientific Officer
|
|
|
|
|
|
|
|
Juan
Fernandez Pascual
|
|
47
|
|
Chief
Operating Officer
|
|
|
|
|
|
|
|
Grainne
Coen
|
|
49
|
|
Director
Nominee and Co-Chairman
|
|
|
|
|
|
|
|
Ernest
Fong
|
|
50
|
|
Director
Nominee and Co-Chairman
|
|
|
|
|
|
|
|
Chung Fang Cheng
|
|
41
|
|
Director Nominee
|
|
|
|
|
|
|
|
Teck-Yong Heng
|
|
47
|
|
Director Nominee
|
Our
principal office is located in the United States and our Chief Executive Officer is a United States citizen and located in the United
States. Our sponsor is a Delaware limited liability company. Additionally, the two Co-Chairs of our Board of Directors are not residents
of or located in China, Hong Kong or Macau. Of the five (5) Board members, four (4) are citizens of countries other than China, Hong
Kong or Macau.
Adeoye
(Oye) Olukotun, MD, MPH
Dr. Adeoye Olukotun, age 76, has served as our
Chief Executive Officer since October 2021. Dr. Olukotun is a Mayo Clinic trained cardiologist who currently serves as the Chief Executive
Officer of CR Strategies, LLC a position he has held since April 2000. He previously served as the Chief Executive Officer and
President of Epigen Pharmaceuticals, Inc. from June 2014 to March 2017, and Vice Chairman of CardioVax, Inc., from January 2013
to April 2016. Dr. Olukotun served as the Chief Medical Officer of VIA Pharmaceuticals Inc. from 2004 to 2008. He spent the first
20 years of his career in roles of increasing responsibility in clinical development at Pfizer, Bristol-Myers Squibb, and Mallinckrodt.
He has over 35 years of experience in the pharmaceutical industry and has been instrumental in the approval and success of numerous cardiology
and metabolic medicines, including the first daily beta blocker and the first approved ACE inhibitor, among others. Dr. Olukotun currently
serves on the board of directors for Tonix Pharmaceuticals Holding Corp., (NASDAQ: TNXP) and Arrowhead Pharmaceuticals, Inc. (NASDAQ:
ARWR). Dr. Olukotun received his Medical Doctor degree from the Albert Einstein College of Medicine in New York in 1973, undertook his
specialty in cardiovascular medicine at the Mayo Clinic and Mayo Graduate School of Medicine from 1973 to 1978 and received a master
in public health degree from Harvard University School of Public Health in 1983. Further, Dr. Olukotun received his bachelor of arts
from the University of North Carolina at Chapel Hill in 1969.
Samuel
Lui
Samuel
Lui, age 47, has served as our President, Chief Financial Officer and director since October 2021. Mr. Lui has over 23 years of
experience in capital markets, investment banking, private equity, accounting and auditing. Since July 2016, he has been the founder
and managing director of LV Capital Limited, a private investment company focused on later stage/pre-IPO investments and specializes
in helping investee companies to list on major exchanges such as NASDAQ and The Stock Exchange of Hong Kong Limited
(“HKEX”). Since December 2011, he has served as a board member of the private equity funds at Rockstead Capital Private
Limited, a registered fund management company under the Monetary Authority of Singapore. Since November 2016, he has also been a
non-executive director of EFT Solutions Holdings Limited (HKEX:8062). From December 2013 to May 2015, Mr. Lui was the chief
financial officer of ELL Environmental Holdings Limited (HKEX: 1395). From May 2007 to May 2009, Mr. Lui was a director within the
financial sponsors group, investment banking division of Merrill Lynch in Hong Kong and Singapore. Prior to that, Mr. Lui worked as
an assistant director of the financial sponsors group at ABN AMRO Bank N.V., Hong Kong branch, from August 2005 to April 2007. From
July 2004 to August 2005, Mr. Lui was a vice president at the project finance and advisory department of Société
Générale Asia Limited. Prior to that, Mr. Lui served as a manager of project and export finance at The Hongkong and
Shanghai Banking Corporation Limited from May 2003 to June 2004. From August 1998 to April 2003, Mr. Lui worked in the audit and
corporate finance departments of Arthur Andersen and Ernest & Young in Singapore. Mr. Lui obtained a bachelor degree in
accountancy from Nanyang Technological University in Singapore in July 1998. Mr. Lui has been a member of the Institute of Singapore
Chartered Accountants since October 2002.
Niel
Starksen
Dr. Niel Starksen, age 65, has served as our Chief
Scientific Officer since October 2021. Dr. Starksen is an entrepreneur, physician and scientist. He is a pioneer of percutaneous therapeutic
technologies for structural heart disease and congestive heart failure. Dr. Starksen is an inventor on 18 issued patents and over 20
patents pending. Dr. Starksen previously served as Chief Executive Officer of Guided Delivery Systems (now known as Ancora Heart) from
September 2002 to July 2015 and, since September 2018, is a director and cofounder of Vivalink Medical, a provider of connected healthcare
solutions for remote patient monitoring.He has been an advisor to Xcures (a platform for virtual clinical trials) since September 2018,
and an advisor to Well Advised (a medical fintech platform) since September 2019. He is a Director of the Board of Governors, Johns Hopkins
Wilmer Eye Institute. Dr. Starksen received his Medical Doctor degree from The John Hopkins University School of Medicine in June 1982,
completed an internal medicine residency program at Harvard Medical School in April 1985 and completed his specialty in cardiovascular
medicine at the School of Medicine, University of California, San Francisco in July 1990. Further, Dr. Starksen received his bachelor
of science degree summa cum laude from the University of California, Irvine in June 1978.
Juan
Fernandez Pascual
Juan Fernandez, age 47, has served
as our Chief Operating Officer since October 2021. Mr. Fernandez has most recently served as the General Manager of Chassis
Brakes International Spain, part of Hitachi Automotive Systems since April 2019 to February 2021 and was based in San Felices de
Buelna, Autonomía de Cantabria, Spain. Mr. Fernandez is an adviser to another SPAC entity, Benessere Capital
Acquisition which completed its initial public offering in January 2021. Benessere Capital Acquisition has focused its search on
technology-focused middle market and emerging growth companies in North, Central and South America. Mr. Fernandez served as the
President of Gira Cluster of Automotive Industries of Cantabria from May 2019 to March 2021 and was based in Spain. From September
2018 to April 2019, Mr. Fernandez served as the Smart Factory Platform Leader of Linxens based in Levallois, Île-de-France,
France. From January 2017 to April 2019, Mr. Fernandez served as the Site Director of Linxens. From September 2015 to December 2016,
Mr. Fernandez served as the Senior Area Sales Manager Southern Europe for Quintus Technologies, based in Vasteras, Sweden. From
September 2014 to September 2015, Mr. Fernandez served as the Site Director of Hutchinson based in Châteaudun, France. From
April 2013 to August 2014, Mr. Fernandez served as the Production Area Manager of Gestamp based in Le Theil, Basse-Normandie,
France. From November 2005 to March 2013, Mr. Fernandez served as Process Engineer Manager at ArcelorMittal Aviles, Spain. From
September 2003 to October 2005, Mr. Fernandez served as Resident Engineer of ArcelorMittal based Electrolux premises in Conegliano,
Veneto, Italy. In 2018, Mr. Fernandez received his Executive MBA degree at ESCP Europe. In 1999, Mr. Fernandez received his DEA
(Master in Sciences) at Ecole Polytechnique.
Grainne
Coen
Grainne
Coen, age 49, will be one of our independent directors and Co-Chairman of the Board as of the effective date of the registration
statement of which this prospectus forms a part. Ms. Coen is a board member of Commonwealth Credit Partners BDC I, Inc., a business
development company, and became Chair of the Audit Committee since June 2021. In May 2018, she founded and has remained a partner of
Elevation Investment Partners, LLC, a diversified investment group operating in multiple industries both as strategic consultants
and early-stage investors. Since January 2015, Ms. Coen has also served as Co-Founder and Chairperson of AREA4, LLC, an experiential
marketing agency. From August 2001 to December 2015, she was a principal and portfolio manager at Columbia Partners, LLC Investment
Management, where she co-managed over $1 billion in assets held in the fund’s U.S. Small Cap Equity Fund. From September 1998
to March 2001, she was a General Partner at Kensington Partners, LLC, and from May 1996 to August 1998, she was employed at G&O
Partners, LP. Since October 2019, Ms. Coen also has served as the Chair of the audit committee of Kubient, Inc. (NASDAQ: KBNT), a
digital marketing platform, and from March 2019 to December 2020, as Chair of the board of directors of ERIE ARMADA, Inc., a
non-profit focused on the development of underserved communities in conjunction with New York City’s Parks and Trails
Department. Ms. Coen holds a Bachelor of Science from London Guildhall University.
Ernest
Fong
Ernest
Fong, age 50, will be one of our independent directors and Co-Chairman of the Board as of the effective date of the registration
statement of which this prospectus forms a part. Since October 2021, Mr. Fong has been the Asia Pacific CEO of Optimas Capital, an
Asian-based Hedge Fund with offices in Hong Kong, Singapore and Taiwan. Mr. Fong joined Credit Suisse in March 1998 and after
spending more than 21 years in its Singapore, Taiwan and Hong Kong offices, he retired from Credit Suisse in December 2019. His last
position in Credit Suisse was as the Head of Markets Research in Asia Pacific and he was responsible for a team of almost 300 across
14 offices and 12 markets. Prior to Credit Suisse, Mr. Fong was an equity research analyst at Credit Lyonnais Securities Asia from
June 1995 to February 1998. Since June 2020, Mr. Fong is also a non-executive director of Vincom Retail, listed in Vietnam, which is
part of the Vincom group, the largest privately-owned company in Vietnam. Ernest graduated from National University of Singapore
with a Bachelor of Arts degree, majoring in Economics and Statistics.
Chung
Fan Cheng
Chung Fan
Cheng, age 41, will be one of our independent directors as of the effective date of the registration statement of which this prospectus
forms a part. Mr. Cheng has over 17 years of experience in capital markets, corporate strategy, private equity, family office and entrepreneurship.
Since Feb 2019, Mr. Cheng has served as the Chief Investment Officer of BlueTop Group, a Hong Kong based family office with core focus
in education, human capital and technology. Mr. Cheng also serves as a non-executive director of Tsui Wah Restaurant Group (HKEX:1314)
since November 2016, and a director of Esperanza Limited, founded by the former financial secretary of Hong Kong, since July 2021. Mr.
Cheng’s prior work includes management roles with Sail Global Capital from September 2017 to December 2018, Hao Tian International Securities
from September 2016 to August 2017, and KGI Asia from April 2013 to September 2016. Mr. Cheng is an Engineer by training and holds a
M.Sc. Engineering Enterprise Management, HKUST, Hong Kong and B.Sc. Engineering (1st Honors), Queen’s University, Canada.
Teck-Yong
Heng
Teck-Yong
Heng, age 47, will be one of our independent directors as of the effective date of the registration statement of which this prospectus
forms a part. Mr. Heng will bring in more than 20 years of private equity and M&A experience to the Company. Mr. Heng is a partner
and senior management in 58.com’s Investment Fund focusing on venture capital and private equity investments in the TMT and Consumer
sectors since August 2021. Prior to joining in 58.com, Mr. Heng has operated C-Squared Partners, a China focused consumer sector private
equity fund since May 2018. From August 2016 to May 2018, Mr. Heng was a managing director in Qianhai Ark Asset Management, a fund with
approximately $4.5 billion under management. Prior to Qianhai Ark, Mr. Heng worked at Pavilion Capital (an affiliated entity of Temasek
Holdings) from September 2012 to July 2016, Temasek Holdings from October 2004 to September 2012, Cambridge Associates from July 2003
to October 2004, Singapore Power International from June 2001 to July 2003, and Arthur Andersen from July 1998 to May 2001. Mr. Heng
has also served as independent director for LiXiang Education Holding Co. Ltd. (NASDAQ: LXEH) since October 2020, and an independent
director for WiMi Hologram Cloud Inc. (NASDAQ: WIMI) since May 2021. Mr. Heng is also a director of another SPAC entity, Broad Capital
Acquisition Corp. which completed its initial public offering in January 2022. Mr. Heng graduated from Nanyang Technological University
with a bachelor’s degree in Accountancy (with Honors) and is a graduate of Harvard Business School’s General Management Program.
He is a Chartered Financial Analyst (CFA), Chartered Accountant (CA), Chartered International M&A Charterholder, and a member of
Singapore Institute of Directors.
Advisors
We
have also engaged as advisors a group of individuals with extensive experience in the medical and healthcare fields.
Dr.
Hank Wuh, our Strategic and Scientific Advisor, is a physician, inventor, and entrepreneur. Dr. Wuh is Chief Scientific Officer of Pono
Capital Corp. President of Unicorn Whisperer, Inc. since July 2018, a director of The Daily Wellness Company since June 1996,
and a director of Lymphax, Inc. since December 2019. Dr. Wuh is a Trustee of the University of Hawaii Foundation since April 2020, and
an advisor to several medical technology companies. Dr. Wuh was the CEO of SKAI Ventures from September 2010 to December 2019 and the
Executive Chairman of TruTag Technologies, Inc. from April 2011 to Aug 2018. Dr. Wuh was a member of the Board of Directors of the Fulbright
Association from January 2020 to August 2021, and a member of the Board of Directors of Cellular Bioengineering, Inc. from August 2003
to August 2021. Dr. Wuh received his B.A. from Johns Hopkins, a Master of Public Health from Harvard University School of Public Health,
Medical Doctorate from the Johns Hopkins University School of Medicine, orthopedic surgery residency at Stanford, and is Associate Clinical
Professor of Surgery at the John A. Burns School of Medicine at the University of Hawaii.
Dr.
Robert Chang, our Scientific Advisor, is an associate professor and medical innovator at Stanford University. He divides his time among
state-of-the art clinical eye care, clinical validation of digital health tools, and teaching ophthalmology and healthcare innovation
globally. He focuses on minimally invasive glaucoma surgery (MIGS) and presbyopia-correcting cataract surgery with emphasis on precision
medicine. He is co-inventor of the first universal smartphone adapter and the FDA-cleared PAXOS scope for portable imaging of the front
and back of the eye. He is on the advisory board for several ophthalmic companies and serves as the Vice President of the Asia Pacific
Tele-Ophthalmology Society (APTOS).
In addition, in April 2021, our sponsor had
engaged ARC Group Limited to assist and advise us in various matters related to our initial public offering, for which services ARC Group
Limited was to be paid a fee of $10,000 a month. In August, 2021, in connection with the anticipated change of ownership of our sponsor
(which ownership change was completed in October, 2021) we terminated the agreement with ARC Group Limited and the parties agreed that
ARC Group Limited’s role would be limited to assisting us in the preparation of financial information and financial statements
for use in the registration statement of which this prospectus forms a part and ARC Group Limited’s role will terminate upon completion
of this offering. ARC Group Limited is not receiving any compensation for such services and neither we nor our sponsor are obligated
to provide compensation to ARC Group Limited upon completion of this offering or in the future. We do not intend on engaging ARC Group
Limited in the future. ARC Group Limited and its affiliates are an investment bank and advisory firm which operates outside of the United
States and provides financial advisory, investment banking, consulting and similar services to its clients.
The
individuals serving as our directors and as our advisors and promoters have experience in acquiring businesses in the international
marketplace, executive leadership, operational oversight, private equity investment management and capital markets experience in various
industries, including healthcare. Our directors and advisors also have experience with developing corporate strategy and implementation
and identification of new and advancing technologies, which we believe will significantly benefit us as we evaluate potential acquisition
or merger candidates as well as following the completion of our initial business combination.
Family
Relationships
There
are no family relationships among any of our directors or executive officers that are required to be disclosed by Regulation S-K.
Number
and Terms of Office of Officers and Directors
We
will have five directors upon completion of this offering.
Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our
bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Investment
Officer, Chief Operating Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may
be determined by the board of directors.
Director
Independence
Nasdaq listing standards require
that a majority of our board of directors be independent. An “independent director” is defined generally as a person other
than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of
the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the
responsibilities of a director. We expect that our board of directors will determine that Ms. Grainne Coen, Mr. Ernest Fong, Mr. Chung Fan
Cheng and Mr. Teck Yong Heng are “independent directors” as defined in the Nasdaq listing standards and applicable SEC
rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Officer
and Director Compensation
None
of our officers has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed
to pay Genesis Unicorn Capital, LLC, our sponsor, a total of $10,000 per month for office space, utilities and secretarial
and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly
fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment
of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, prior to,
or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless
of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their
affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other
than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement
payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating
an initial business combination.
After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in
the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business
combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or
members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination,
because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation
to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee
constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.
Committees
of the Board of Directors
Our
board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and
a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised
solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of
independent directors.
Audit
Committee
Prior to the consummation of this
offering, we will establish an audit committee of the board of directors. Mr. Ernest Fong, Mr. Chung Fan Cheng and Mr. Teck-Yong
Heng will serve as members of our audit committee, and Mr. Teck-Yong Heng will chair the audit committee. Under the Nasdaq
listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be
independent. Each of the members of our audit committee meet the independent director standard under Nasdaq listing standards and under
Rule 10-A-3(b)(1) of the Exchange Act.
Each member of the audit committee
is financially literate and our board of directors has determined that Mr. Teck-Yong Heng qualifies as an “audit
committee financial expert” as defined in applicable SEC rules.
We
will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:
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the
appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm
engaged by us;
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pre-approving
all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and
establishing pre-approval policies and procedures;
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setting
clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited
to, as required by applicable laws and regulations;
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setting
clear policies for audit partner rotation in compliance with applicable laws and regulations;
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obtaining
and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent
registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent
internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional
authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken
to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the
independent registered public accounting firm’s independence;
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reviewing
and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC
prior to us entering into such transaction; and
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reviewing
with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory
or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published
reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting
standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
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Compensation
Committee
Prior to the consummation of this
offering, we will establish a compensation committee of the board of directors. Mr. Ernest Fong, Mr. Chung Fan Cheng and Mr.
Teck-Yong Heng will serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules,
we are required to have at least two members of the compensation committee, all of whom must be independent. All the members of our committee
are independent and Mr. Chung Fan Cheng will chair the compensation committee.
We
will adopt a compensation committee charter prior to closing of this Offering in the form of Exhibit 99.2 to the registration
statement of which this prospectus forms a part, which will detail the principal functions of the compensation committee,
including:
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reviewing
and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,
if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining
and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
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reviewing
and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;
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reviewing
on an annual basis our executive compensation policies and plans;
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implementing
and administering our incentive compensation equity-based remuneration plans;
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assisting
management in complying with our proxy statement and annual report disclosure requirements;
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approving
all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
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if
required, producing a report on executive compensation to be included in our annual proxy statement; and
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reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.
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Notwithstanding
the foregoing, as indicated above, other than the payment to Genesis Unicorn Capital, LLC, our sponsor, of $10,000 per month, for up
to 15 months (unless extended to 21 months), for office space, utilities and secretarial and administrative support, no compensation
of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors
or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial
business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee
will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such
initial business combination.
The
charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work
of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other
adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and
the SEC.
Nominating
Committee
Effective
upon the date of this prospectus, we will establish a nominating committee of the board of directors, which will consist of Mr. Ernest
Fong, Mr. Chung Fan Cheng and Mr. Teck-Yong Heng. Mr. Ernest Fong will serve as chairman of the Nomination committee. The nominating committee
is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers
persons identified by its members, management, stockholders, investment bankers and others.
Guidelines
for Selecting Director Nominees
The
guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
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should
have demonstrated notable or significant achievements in business, education or public service;
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should
possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring
a range of skills, diverse perspectives and backgrounds to its deliberations; and
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should
have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
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The
Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating
committee does not distinguish among nominees recommended by shareholders and other persons.
Compensation
Committee Interlocks and Insider Participation
None
of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of
any entity that has one or more executive officers serving on our board of directors.
Code
of Ethics
Prior
to the consummation of this offering, we will adopt a Code of Ethics applicable to our directors, officers and employees. We will
file a copy of our Code of Ethics and our audit, compensation and nominating committee charters as exhibits to the
registration statement of which this prospectus is a part. You will be able to review these documents by accessing our public
filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge
upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current
Report on Form 8-K. See the section of this prospectus entitled “Where You Can Find Additional Information.”
Conflicts
of Interest
Subject
to pre-existing fiduciary or contractual duties as described below, our officers and directors have agreed to present any business opportunities
presented to them in their capacity as a director or officer of our company to us. Certain of our officers and directors presently have
fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a
business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or
her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or
contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination.
Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered
to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal
obligation.
Our
officers and directors may become officers or directors of another special purpose acquisition company with a class of securities intended
to be registered under the Exchange Act, even prior to us entering into a definitive agreement for our initial business combination.
Potential
investors should also be aware of the following other potential conflicts of interest:
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None
of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest
in allocating his or her time among various business activities.
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In
the course of their other business activities, our officers and directors may become aware of investment and business opportunities
which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may
have conflicts of interest in determining to which entity a particular business opportunity should be presented.
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Our
initial stockholders have agreed to waive their redemption rights with respect to any founder shares and placement shares and any
public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders
have agreed to waive their redemption rights with respect to any founder shares and placement shares held by them if we fail to execute
a definitive agreement to complete an initial business combination within 12 months from the closing of this offering or consummate
our initial business combination within 15 months after the closing of this offering (or up to 21 months from the closing of this
offering if extended as described elsewhere in this prospectus). If we do not complete our initial business combination within
such applicable time period, the proceeds of the sale of the placement units held in the trust account will be used to fund the redemption
of our public shares, and the placement securities will expire worthless. With certain limited exceptions, the founder shares will
not be transferable, assignable by our sponsor until the earlier to occur of: (A) one year after the completion of our initial business
combination and (B) subsequent to our initial business combination, if the reported last sale price of our Class A common stock equals
or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period commencing after our initial business combination. With certain limited exceptions,
the placement units, placement shares and placement warrants and the Class A common stock underlying such warrants, will not be transferable,
assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.
Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our
officers and directors 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.
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Our
officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect
to our initial business combination.
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Our
sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements
as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction
costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into units,
at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would
be identical to the placement units.
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The
conflicts described above may not be resolved in our favor.
In
general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business
opportunities to a corporation if:
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the
corporation could financially undertake the opportunity;
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the
opportunity is within the corporation’s line of business; and
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it
would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.
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Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation
will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is
expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we
are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director
or officer is permitted to refer that opportunity to us without violating another legal obligation.
Below
is a table summarizing the entities to which our executive officers, directors and director nominees currently have fiduciary duties
or contractual obligations:
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Individual(1)
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Entity(2)
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Entity’s
Business
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Affiliation
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Adeoye
Olukotun
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CR
Strategies LLC
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Consulting
for the biopharmaceutical and medical devices industry
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CEO
and owner
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Tonix
Pharmaceuticals
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Biotechnology
company
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Director
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Arrowhead
Pharmaceuticals Inc.
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Biotechnology
company
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Director
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Samuel
Lui
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LV
Capital Limited
EFT
Solutions Holdings Limited
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Private
investments and advisory
Electronic
fund transfer at point-of-sale solutions provider
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CEO
and owner
Non-Executive
Director
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Niel
Starksen
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Vivalink
Medical Inc
MBFNS
Health
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Digital
health platform
Consulting
to the biotechnology, pharmaceutical and medical technology industries
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Director
CEO
and owner
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Juan
Fernandez Pascual
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Benessere
Capital Acquisition Corp.
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Special
Purpose Acquisition Company
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Advisor
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Altanela,
SL
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Consulting
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Managing
Director
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Grainne
Coen
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Commonwealth
Credit Partners BDC I, Inc.
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Business
development company
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Director,
Audit Committee Chair
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Kubient,
Inc.
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AdTech
company
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Director,
Audit Committee Chair
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Signal
Hill Acquisition Corp
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Special
Purpose Acquisition Company
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President,
CFO
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Elevation
Partners LLC
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Investment
partnership
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Founding
Partner
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Ernest
Fong
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Optimas
Capital
Vincom
Retail Joint Stock Company
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Asset
manager
Real
estate investment
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CEO
(Asia Pacific)
Non-Executive
Director
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Teck-Yong Heng
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58
Investment Fund
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Consumer
and technology investments
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Partner,
Managing Director
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LiXiang
Education Holding Co. Ltd.
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Education
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Independent
Non-Executive Director, Audit Committee Chairman
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WiMi
Hologram Cloud Inc.
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Augmented
reality and holographic solutions
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Independent
Non-Executive Director, Audit Committee Chairman
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Broad Acquisition Corporation
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Special Purpose Acquisition Company
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Director
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Chung Fan
Cheng
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BlueTop
Group Limited
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Education
and investment holdings
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Chief
Investment Officer
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Tsui
Wah Restaurant Group
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Food
and beverage
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Non-Executive
Director
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Esperanza
Limited
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Non-profit
organization
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Director
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(1)
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Each
person has a fiduciary duty with respect to the listed entities next to their respective names.
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(2)
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Each
of the entities listed in this table has priority and preference relative to our company with respect to the performance by each
individual listed in this table of his obligations and the presentation by each such individual of business opportunities.
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Accordingly,
if any of the above executive officers, directors or director nominees becomes aware of a business combination opportunity which is suitable
for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity
rejects the opportunity.
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 such a company, we, or a committee of independent directors, would
obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions,
that such an initial business combination is fair to our company from a financial point of view.
In
the event that we submit our initial business combination to our public stockholders for a vote, pursuant to the letter agreement, our
sponsor, officers and directors have agreed to vote any founder shares or placement shares held by them and any public shares purchased
during or after the offering (including in open market and privately negotiated transactions) in favor of our initial business combination.
Limitation
on Liability and Indemnification of Officers and Directors
Our
amended and restated certificate of incorporation will provide that our officers and directors will be indemnified by us to the fullest
extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate
of incorporation will provide that our directors will not be personally liable for monetary damages to us or our stockholders for breaches
of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly
or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived
an improper personal benefit from their actions as directors.
We
will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our amended and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of
any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit
such indemnification. We will purchase a policy of directors’ and officers’ liability insurance that insures our officers
and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations
to indemnify our officers and directors.
These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We
believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary
to attract and retain talented and experienced officers and directors.
PRINCIPAL
STOCKHOLDERS
The
following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus, and
as adjusted to reflect the sale of our common stock included in the units offered by this prospectus, and assuming no purchase of units
in this offering, by:
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each
person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
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each
of our executive officers, directors and director nominees that beneficially owns shares of our common stock; and
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all
our executive officers, directors and director nominees as a group.
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Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the placement warrants
as these warrants are not exercisable within 60 days of the date of this prospectus.
On
March 15, 2021, our sponsor purchased 2,875,000 founder shares (Class B shares) for an aggregate purchase price of $25,000, or approximately
$0.01 per share. On November 19, 2021, the Company cancelled 718,750 founder shares due to a downsize of the offering, resulting
in an aggregate of 2,156,250 founder shares of Class B common stock issued and outstanding. On March 15, 2021, our sponsor transferred
20,000 founder shares each to our Chief Executive Officer and Chief Operating Officer, as well as 2,500 founder shares to our scientific
advisor. On October 27, 2021, our sponsor transferred 10,000 founder shares to our Chief Executive Officer, 17,500 founder shares to
our Chief Scientific Officer, 30,000 founder shares to each of our two independent directors, 25,000 founder shares to each of our two
independent directors, 15,000 founder shares to our strategic and scientific advisor and 5,500 founder shares to our scientific advisor.
In addition, our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 346,394 placement units for
a purchase price of $10.00 per unit in a private placement that will occur simultaneously with the closing of this offering (assuming
the underwriters do not exercise their over-allotment option). The following table presents the number of shares and percentage of our
common stock beneficially owned as of the filing date, before and after this offering, by each person, or group of persons, known to
us who beneficially owns more than 5% of our capital stock, each named executive officer, each of our directors and all directors and
executive officers as a group. The post-offering numbers and percentages presented assume that the underwriters do not exercise their
over-allotment option, that our sponsor forfeits 281,250 founder shares on a pro rata basis, and that there are 9,758,894
shares of our common stock issued and outstanding after this offering, consisting of (i) 7,883,894 shares
of our Class A common stock (including 7,500,000 public shares, 346,394 placement shares and 37,500 representative shares) and
(ii) 1,875,000 shares of our Class B common stock, issued and outstanding after this offering.
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Before
Offering
|
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After Offering
|
|
Name
and Address of Beneficial Owner(1)
|
|
Number
of Shares Beneficially Owned(2)
|
|
Approximate Percentage of Outstanding
Common Stock
|
|
Number
of Shares Beneficially Owned(2)
|
|
Approximate Percentage of Outstanding
Common Stock
|
|
Genesis Unicorn
Capital, LLC(1)
|
|
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1,953,250
|
|
|
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90.59
|
%
|
|
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2,018,394
|
|
|
|
20.68
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%
|
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Adeoye Olukotun
|
|
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30,000
|
|
|
|
1.39
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%
|
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30,000
|
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|
|
*
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Niel Starksen
|
|
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20,000
|
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|
*
|
|
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|
20,000
|
|
|
|
*
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Samuel Lui
|
|
|
1,953,250
|
|
|
|
90.59
|
%
|
|
|
1,998,394
|
|
|
|
20.68
|
%
|
|
Juan Fernandez Pascual
|
|
|
20,000
|
|
|
|
*
|
|
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20,000
|
|
|
|
*
|
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Grainne Coen
|
|
|
30,000
|
|
|
|
1.39
|
%
|
|
|
30,000
|
|
|
|
*
|
|
|
Ernest Fong
|
|
|
30,000
|
|
|
|
1.39
|
%
|
|
|
30,000
|
|
|
|
*
|
|
|
Chung Fan Cheng
|
|
|
25,000
|
|
|
|
1.16
|
%
|
|
|
25,000
|
|
|
|
*
|
|
|
Teck -Yong Heng
|
|
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25,000
|
|
|
|
1.16
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%
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|
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25,000
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|
|
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*
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|
|
All executive officers and directors as a group (eight individuals)
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|
|
2,133,250
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|
|
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98.93
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%
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2,198,394
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22.53
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%
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Robert Chang, MD
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8,000
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*
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|
|
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8,000
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|
|
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*
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|
|
Hank Wuh, MD
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15,000
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|
|
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*
|
|
|
|
15,000
|
|
|
|
*
|
|
|
*
|
Less
than 1%
|
|
|
|
|
(1)
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Genesis
Unicorn Capital, LLC, our sponsor, is the record holder of the securities reported herein. Samuel Lui, is the sole member and manager
of our sponsor. By virtue of this relationship, Samuel Lui, our chief financial officer and a director, may be deemed to share
beneficial ownership of the securities held of record by our sponsor. The business address of each of these entities and individuals
is 281 Witherspoon Street, Princeton, New Jersey, 08540.
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(2)
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Interests
shown consist solely of founder shares, classified as shares of Class B common stock, as well as placement shares after this offering
(assumes the underwriters’ over-allotment option has not been exercised, and an aggregate of 281,250 founder shares have been
forfeited by our sponsor). Shares indicated as held by Juan Fernandez Pascual are held, as of the date of this prospectus, in
the name of our sponsor. Our sponsor has contractually agreed (in a separate agreement) that such person shall be entitled to the
shares set forth across from their name at the time of our business combination. Founder shares are convertible into shares of
Class A common stock on a one-for-one basis, subject to adjustment, as described in the section of this prospectus entitled “Description
of Securities.”
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Our
two advisors own an aggregate of 23,000 Class B shares which were transferred by our Sponsor to them. After giving effect to the issuance
of founder shares and the sale of the placement units, our initial stockholders (Sponsor, directors and advisors) will own approximately
22.8% of the outstanding common stock following the offering (including the placement shares to be issued to the sponsor and assuming
they do not purchase any units in this offering or the public market). Because of this ownership block, our initial stockholders and
the holders of placement shares will have significant influence over the outcome of all matters requiring approval by our stockholders,
including the election of directors, amendments to our amended and restated certificate of incorporation and approval of significant
corporate transactions other than approval of our initial business combination. If we increase or decrease the size of the offering,
we will effect a stock dividend or a share contribution back to capital, or other appropriate mechanism, as applicable, with respect
to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of our
initial stockholders at 20% of the issued and outstanding shares of our common stock (excluding the placement units and the securities
underlying and assuming they do not purchase any units in this offering) upon the consummation of this offering. The initial stockholders
have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any shares
in connection with a stockholder vote to approve a proposed initial business combination.
Our
sponsor, executive officers and directors and advisors are deemed to be our “promoters” as such term is defined under
the federal securities laws.
Restrictions
on Transfers of Founder Shares and Placement Units
The
founder shares, and placement units, and securities contained therein, are each subject to transfer restrictions pursuant to lock-up
provisions in a letter agreement with us to be entered into by our sponsor, officers and directors. Those lock-up provisions provide
that such securities are not transferable or salable (i) in the case of the founder shares (or shares of common stock issuable upon conversion
thereof), until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to
our initial business combination, if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing after our initial business combination. In the case of the placement units, including the component securities
therein, until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors,
any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b)
in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the
beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of any of our officers, our directors, the
initial stockholders or members of our sponsor; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e)
by private sales or transfers made in connection with the consummation of an initial business combination at prices no greater than the
price at which the securities were originally purchased; (f) in the event of our liquidation prior to the completion of our initial business
combination; (g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our
sponsor; or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results
in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent
to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) or (g) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained
in the letter agreements and by the same agreements entered into by our sponsor with respect to such securities (including provisions
relating to voting, the trust account and liquidating distributions described elsewhere in this prospectus).
Registration
Rights
The
holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein)
that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the
placement warrants and any shares of Class A common stock, warrants (and underlying Class A common stock) that may be issued upon conversion
of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will
be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this
offering, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class
A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands,
that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for
resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages
or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection
with the filing of any such registration statements.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On
March 15, 2021, we issued an aggregate of 2,875,000 founder shares to our sponsor for an aggregate purchase price of $25,000 in cash,
or approximately $0.01 per share. On November 19, 2021, the Company cancelled 718,750 founder shares due to a downsize of the
offering, resulting in an aggregate of 2,156,250 founder shares of Class B common stock issued and outstanding. The number of founder
shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion
of this offering (excluding the placement units and underlying securities). On March 15, 2021, our sponsor transferred 20,000
founder shares to each of our Chief Executive Officer, Chief Financial Officer, and 2,500 founder shares to each of our Chief Scientific
Officer and Scientific Advisor. On October 27, our sponsor transferred 17,500 founder shares to our Chief Scientific Officer, 10,000
founder shares to our Chief Executive Officer, 30,000 founder shares to each of our two independent directors, 25,000 founder shares
to each of our other two independent directors, 5,500 founder shares to our Scientific Advisor, and 15,000 founder shares to our Strategic
and Scientific Advisor. If we increase or decrease
the size of the offering we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable,
with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership
of our initial stockholders at 20% of the issued and outstanding shares of our common stock (excluding the placement units and the underlying
securities and assuming they do not purchase any units in this offering) upon the consummation of this offering. Up to 281,250 founder
shares held by our sponsor are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment
option is exercised. The founder shares (including the Class A common stock issuable upon exercise thereof) may not, subject to certain
limited exceptions, be transferred, assigned or sold by the holder.
Our sponsor has agreed to
purchase an aggregate of 346,394 placement units at a price of $10.00 per unit for an aggregate purchase price of $3,463,935.
If the over-allotment option is exercised in full, the amount of placement units sold will be 377,331 for an aggregate purchase
price of $3,773,310. There will be no redemption rights or liquidating distributions from the trust account with respect to the
founder shares, placement shares or placement warrants, which will expire worthless if we do not execute a definitive agreement to
complete an initial business combination within 12 months from the closing of this offering or consummate a business combination
within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as described
elsewhere in this prospectus).
Commencing on the date of this
prospectus, we have agreed to pay Genesis Unicorn Capital, LLC, our sponsor, a total of $10,000 per month for office space, utilities
and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying
these monthly fees.
No
compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan,
will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, or in connection
with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction
that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our
behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee
will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will
determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket
expenses incurred by such persons in connection with activities on our behalf.
Prior
to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering.
These loans are non-interest bearing, unsecured and are due at the earlier of March 31, 2022 or the closing of this offering.
The loan will be repaid upon the closing of this offering out of the estimated $451,435 of offering proceeds that has been allocated
to the payment of offering expenses (other than underwriting commissions). The value of our sponsor’s interest in this transaction
corresponds to the principal amount outstanding under any such loan. As of September 30, 2021, $108,978 was outstanding under the Promissory
Note.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an
affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest
bearing basis as may be required, beyond the initial $300,000 to be loaned by our sponsor. If we complete an initial business
combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use
a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account
would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit
at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement
units. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined
and no written agreements exist with respect to such loans.
We
do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director
compensation.
The
holders of the founder shares, placement units, and units that may be issued upon conversion of working capital loans (and in each case
holders of their component securities, as applicable) will have registration rights to require us to register a sale of any of our securities
held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders
will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under
the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in
other registration statements filed by us.
We
will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our amended and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of
any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit
such indemnification. We will purchase a policy of directors’ and officers’ liability insurance that insures our officers
and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations
to indemnify our officers and directors.
Related
Party Policy
We
have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions
discussed above were not reviewed, approved or ratified in accordance with any such policy.
Prior
to the consummation of this offering, we will adopt a code of ethics requiring us to avoid, wherever possible, all conflicts of interests,
except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed
in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction,
arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics
that we plan to adopt prior to the consummation of this offering is filed as an exhibit to the registration statement of which this prospectus
is a part.
In
addition, our audit committee, pursuant to a written charter that we will adopt prior to the consummation of this offering, will be responsible
for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority
of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related
party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous
written consent of all of the members of the audit committee will be required to approve a related party transaction. A form of the audit
committee charter that we plan to adopt prior to the consummation of this offering is filed as an exhibit to the registration statement
of which this prospectus is a part. We also require each of our directors and executive officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.
To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated
with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination
is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements, consulting fee, monies in
respect of any payment of a loan or other compensation will be paid by us to our sponsor, officers or directors or any affiliate of our
sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to
effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following
payments will be made to our sponsor, officers or directors, or our or their affiliates, 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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Repayment
of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
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Payment
to Genesis Unicorn Capital, LLC, our sponsor, of $10,000 per month, for up to 15 months, for office space, utilities
and secretarial and administrative support;
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●
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Reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
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Repayment
of non-interest bearing 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, the terms of which (other than as described
above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans
(including any loans or amounts due our sponsor in connection with the $10,000 monthly administrative fee) may be convertible
into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The
units would be identical to the placement units.
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Our
audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.
DESCRIPTION
OF SECURITIES
Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock will consist of 125,000,000 shares of Class A
common stock, $0.0001 par value, 12,500,000 shares of Class B common stock, $0.0001 par value, and 1,250,000 shares of undesignated
preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. Because it is only
a summary, it may not contain all the information that is important to you.
Units
Each unit has an offering price
of $10.00 and consists of one share of Class A common stock and one redeemable warrant to purchase one share. Each warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment
as described in this prospectus, and only whole warrants are exercisable. Pursuant to the warrant agreement, a warrant holder may exercise
his, her or its warrants only for a whole number of shares of common stock. This means that only a whole warrant may be exercised at
any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
We
expect the Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date
of this prospectus unless the representative informs us of its decision to allow earlier separate trading, subject to our having filed
the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once
the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or
separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate
the units into shares of Class A common stock and warrants.
In
no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K
which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file a
Current Report on Form 8-K which includes this audited balance sheet upon the completion of this offering, which is anticipated to take
place three business days after the date of this prospectus. If the underwriters’ over-allotment option is exercised following
the initial filing of such Current Report on 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 underwriters’ over-allotment option.
Placement
Units
The
placement units are identical to the units sold in this offering except that (a) the placement units and their component securities will
not be transferable, assignable or salable until 30 days after the consummation of our initial business combination except to permitted
transferees, (b) the placement warrants, so long as they are held by our sponsor or its permitted transferees, (i) will not be redeemable
by us, (ii) may be exercised by the holders on a cashless basis, and (iii) will be entitled to registration rights.
Common
Stock
Upon
the closing of this offering, assuming no exercise of the over-allotment option by the underwriters. 9,758,894 shares of our common
stock will be outstanding (assuming no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of
281,250 founder shares by our sponsor), consisting of:
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7,883,894 shares of our Class A common stock underlying
the units being offered in this offering and the private placement and the representative shares; and
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1,875,000 shares of Class B common stock held by
our initial stockholders.
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Our
sponsor has agreed to purchase an aggregate of 346,394 placement units at a price of $10.00 per unit, for an aggregate purchase
price of $3,463,935. The initial stockholders will hold an aggregate of approximately 22.8% of the issued and outstanding
common stock following the offering and the expiration of the underwriters’ over-allotment option (including the placement shares
to be issued to the sponsor and assuming they do not purchase any units in this offering or the public market). If we increase or decrease
the size of the offering we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable,
with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership
of our initial stockholders at 20% of the issued and outstanding shares of our common stock (excluding the placement units and underlying
securities of the foregoing and assuming they do not purchase any units in this offering) upon the consummation of this offering.
Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class
A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our
stockholders, except as required by law. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required
by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock
that are voted is required to approve any such matter voted on by our stockholders. Our board of directors will be divided into two classes,
each of which will generally serve for a term of two years with only one class of directors being elected in each year. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election
of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the
board of directors out of funds legally available therefor.
Because
our amended and restated certificate of incorporation authorizes the issuance of up to 125,000,000 shares of Class A common stock,
if we were to enter into an initial business combination, we may (depending on the terms of such an initial business combination) be
required to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders
vote on the initial business combination to the extent we seek stockholder approval in connection with our initial business combination.
In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year
after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold
an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made
by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation
of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.
Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they
may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)
of the DGCL.
We
will provide our stockholders with the opportunity to redeem all or a portion of their public 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 as of
two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially anticipated to be approximately $10.15 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 underwriters. Our sponsor, officers and directors will enter into a letter agreement with us, pursuant to which they
will agree to waive their redemption rights with respect to any founder shares and placement shares and any public shares held by them
in connection with the completion of our initial business combination. Unlike many blank check companies that hold stockholder votes
and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public
shares for cash upon completion of such initial business combinations even when a vote is not required by applicable law or stock exchange
requirements, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal
reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer
rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and
restated certificate of incorporation will require these tender offer documents to contain substantially the same financial and other
information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however,
a stockholder approval of the transaction is required by applicable law or stock exchange requirements, or we decide to obtain stockholder
approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a
proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete
our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial
business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital
stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to
vote at such meeting. The underwriters will have the same redemption rights as a public stockholder with respect to any public shares
it acquires. The representative has informed us that it has no current commitments, plans or intentions to acquire any public shares
for its own account; however, if they do acquire public shares, it will do so in the ordinary course of business or in the types of transaction
described in the first paragraph under “Proposed Business — Effecting our Initial Business Combination — Permitted
purchases of our securities.” The underwriters will not make any such purchases when in possession of any material nonpublic information
not disclosed to the seller, during a restricted period under Regulation M under the Exchange Act, in transactions that would violate
Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act, or if prohibited by applicable state securities laws or broker-dealer regulations.
To the extent our initial stockholders or purchasers of placement units transfer any of these securities to certain permitted transferees,
such permitted transferees will agree, as a condition to such transfer, to waive these same redemption rights. Also, our sponsor has
committed to purchase 346,394 placement units (or up to 377,331 placement units if the over-allotment option is exercised
in full) at the price of $10.00 per unit in a private placement that will occur simultaneously with the completion of this offering.
If we submit our initial business combination to our public stockholders for a vote, our sponsor, the other initial stockholders, our
officers and our directors have agreed to vote their respective founder shares, placement shares and any public shares held by them in
favor of our initial business combination.
The
participation of our sponsor, officers, directors or their affiliates in privately-negotiated transactions (as described in this prospectus),
if any, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares
of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We
intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required,
at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements
of our initial stockholders, may make it more likely that we will consummate our initial business combination.
If
we seek stockholder 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 certificate of incorporation will provide that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder 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 of common stock sold in this offering, which we refer to as the Excess Shares. However, we would not be restricting
our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business
combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the initial
business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to
dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.
If
we seek stockholder approval in connection with our initial business combination, pursuant to the letter agreement our sponsor, officers
and directors have agreed to vote any founder shares and placement shares held by them and any public shares they may acquire during
or after this offering (including in open market and privately negotiated transactions) in favor of our initial business combination.
As a result, in addition to our initial stockholders’ founder shares and placement shares, we would need 218,331, or 2.9%,
of the 7,500,000 public shares sold in this offering to be voted in favor of an initial business combination (assuming only the minimum
number of shares representing a quorum are voted) in order to have our initial business combination approved (assuming the over-allotment
option is not exercised and that the initial stockholders do not purchase any units in this offering or units or shares in the after-market).
Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed
transaction (subject to the limitation described in the preceding paragraph).
Pursuant to our amended
and restated certificate of incorporation, if we are unable to execute a definitive agreement to complete an initial business
combination within 12 months from the closing of this offering or complete our initial business combination within 15 months from
the closing of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere in this
prospectus), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
no more than ten business days thereafter subject to lawfully available funds therefor, 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 taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to
applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsor,
officers and directors will enter into a letter agreement with us, pursuant to which they will agree to waive their rights to
liquidating distributions from the trust account with respect to any founder shares and placement shares held by them if we fail to execute
a definitive agreement to complete an initial business combination within 12 months from the closing of this offering or complete
our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this
offering if extended as described elsewhere in this prospectus). However, if our initial stockholders 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 complete our initial business combination within the prescribed time period.
In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made
for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon
the completion of our initial business combination, subject to the limitations described herein.
Founder
Shares and Placement Shares
The founder shares and placement
shares are identical to the shares of Class A common stock included in the units being sold in this offering, and holders of founder
shares and placement shares have the same stockholder rights as public stockholders, except that (i) the founder shares and placement
shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any
founder shares and placement shares and any public shares held by them in connection with the completion of our initial business combination,
(B) to waive their redemption rights with respect to their founder shares and placement shares and any public shares in connection with
a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (x) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or certain amendments to our amended and restated
certificate of incorporation prior thereto or to redeem 100% of our public shares if we do not execute a definitive agreement to complete
an initial business combination within 12 months from the closing of this offering or complete our initial business combination within
15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended as described elsewhere
in this prospectus) or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by
them if we fail to execute a definitive agreement to complete an initial business combination within 12 months from the closing of
this offering or complete our initial business combination within 15 months from the closing of this offering (or up to 21 months
from the closing of this offering if extended as described elsewhere in this prospectus), 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 such time period, (iii) the founder shares are shares of our Class B common stock that will automatically convert into shares
of our Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment
as described herein, and (iv) are entitled to registration rights. If we submit our initial business combination to our public stockholders
for a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote any founder shares and placement
shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated
transactions) in favor of our initial business combination. The placement shares will not be transferable, assignable or saleable until
30 days after the consummation of our initial business combination except to permitted transferees.
The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of our
initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial
business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted
(unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any
such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class
B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock
outstanding upon completion of this offering (excluding the placement units and the securities underlying the foregoing) plus all shares
of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination, any private placement-equivalent
units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). We cannot determine
at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such
adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions
which are part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial
business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class
B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our Class B common
stock, but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived, the issuance would
reduce the percentage ownership of holders of both classes of our common stock. The term “equity-linked securities” refers
to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues in a financing
transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.
Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion
or exercise of convertible securities, warrants or similar securities.
With
certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to our officers and directors and
other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
to occur of: (A) six months after the completion of our initial business combination and (B) subsequent to our initial business
combination, if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
after our initial business combination.
Preferred
Stock
Our
amended and restated certificate of incorporation will provide that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,
participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares
of each series. Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights
that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects.
The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring
or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof.
Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.
No shares of preferred stock are being issued or registered in this offering.
Redeemable
Warrants
Public
Stockholders’ Warrants
Each warrant entitles
the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of 12 months from the closing of this offering and 30 days after the completion of
our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
The
warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.
We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A
common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will
not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to
net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of
a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying
such unit.
We
are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, 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 a registration statement covering the shares of Class A common stock issuable upon exercise of
the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares
of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement
covering the shares of Class A common stock 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 foregoing, if a registration statement
covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation
of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during
any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant
to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption
is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless
basis.
Redemptions for warrants for cash
when the price per Class A common stock equals or exceeds $18.00. Once
the warrants become exercisable, we may call the warrants for redemption:
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in
whole and not in part;
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at
a price of $0.01 per warrant;
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upon
not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption
period”) to each warrant holder; and
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if,
and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing
once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders.
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If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon
exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect
such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky
laws of the state of residence in those states in which the warrants were offered by us in this offering.
We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price
of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.
Redemption
of warrants for Class A common stock when the price per Class A common stock equals or exceeds $10.00. Once the warrants become
exercisable, we may redeem the outstanding warrants:
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in whole and not in part;
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at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be
able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference
to the table below, based on the redemption date and the “fair market value” of our Class A common stock except as
otherwise described below;
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if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for share
subdivisions, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before we
send the notice of redemption to the warrant holders; and
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if the closing price of the Class A common stock 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, the placement
warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a
“cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise
of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose
shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the
notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner
will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If
we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees
would still be entitled to exercise their placement warrants for cash or on a cashless basis using the same formula described above that
other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless
basis, as described in more detail below.
A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as
a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.
Adjustments to Warrants.
If the number of outstanding shares of Class A common stock
is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other
similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common
stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class
A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at
a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product
of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) one (1) minus the quotient of
(x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes
(i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable
for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common stock
trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the
holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the
warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights
of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights
of the holders of Class A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation
(i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain
amendments to our amended and restated certificate of incorporation prior thereto or to redeem 100% of our Class A common stock if we
do not execute a definitive agreement to complete an initial business combination within 12 months from the closing of this offering
or complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing
of this offering if extended as described elsewhere in this prospectus) or (ii) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to
complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective
date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class
A common stock in respect of such event.
If
the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased
in proportion to such decrease in outstanding shares of Class A common stock.
Whenever
the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant
exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the
numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior
to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately
thereafter.
In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or
into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in
any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event. However, if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction
is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or
is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and
if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction,
the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the
warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants
when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise
do not receive the full potential value of the warrants in order to determine and realize the option value component of the warrant.
This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that
the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating
fair market value where no quoted market price for an instrument is available.
The
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of
which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in this prospectus, or defective provision, but requires the approval by the holders of at least a majority of the then outstanding
public warrants to make any change that adversely affects the interests of the registered holders of public warrants.
In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with
such issue price or effective issue price to be determined in good faith by our board of directors and, 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 such affiliates, as applicable,
prior to such issuance), (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 Market Value is below $9.20 per share, then the exercise price of the warrants will be
adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per
share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market
Value and the Newly Issued Price.
The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting
rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common
stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be
voted on by stockholders.
No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to
be issued to the warrant holder.
We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the
warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action,
proceeding or claim. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or the
United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings
that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum
for disputes with our company.” This provision applies to claims under the Securities Act but does not apply to claims under the
Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Placement
warrants
Except
as described below, the placement warrants have terms and provisions that are identical to those of the warrants being sold as part of
the units in this offering, including as to exercise price, exercisability and exercise period. The placement warrants (including the
Class A common stock issuable upon exercise of the placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions as described under the section of this
prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Placement Units,” to
our officers and directors and other persons or entities affiliated with our sponsor). They will also be exercisable on a cashless basis
and will not be redeemable by us so long as they are held by our sponsor or its permitted transferees. Our sponsor or its permitted transferees
have the option to exercise the placement warrants on a cashless basis. If the placement warrants are held by holders other than the
sponsor or its permitted transferees, the placement warrants will be redeemable by us and exercisable by the holders on the same basis
as the warrants included in the units being sold in this offering.
If
holders of the placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their
warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of
shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the
“fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall
mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to
the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will
be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at
this time whether they will be affiliated with us following an initial business combination. If they remain affiliated with us, their
ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders
from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted
to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly,
unlike public stockholders who typically could sell the shares of Class A common stock issuable upon exercise of the warrants freely
in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to
exercise such warrants on a cashless basis is appropriate.
In
addition, holders of our placement warrants are entitled to certain registration rights.
In
order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans
may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.
The units would be identical to the placement units. However, as the units would not be issued until consummation of our initial business
combination, any warrants underlying such units would not be able to be voted on an amendment to the warrant agreement in connection
with such business combination.
Our
sponsor has agreed not to transfer, assign or sell any of the placement warrants (including the Class A common stock issuable upon exercise
of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among
other limited exceptions as described under the section of this prospectus entitled “Principal Stockholders — Restrictions
on Transfers of Founder Shares and Placement Warrants” made to our officers and directors and other persons or entities affiliated
with our sponsor.
Dividends
We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial conditions subsequent to completion of an initial business combination. The payment of any cash dividends subsequent
to an initial business combination will be within the discretion of our board of directors at such time. If we increase or decrease the
size of the offering we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable,
with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership
of our initial stockholders at 20.0% of the issued and outstanding shares of our common stock (excluding the placement units and
the securities underlying the foregoing and assuming they do not purchase any units in this offering) upon the consummation of this offering.
Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.
Our
Transfer Agent and Warrant Agent
The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed
to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of
its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for
its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.
Our
Amended and Restated Certificate of Incorporation
Our
amended and restated certificate of incorporation will contain certain requirements and restrictions relating to this offering that will
apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the
holders of at least 65% of our common stock. Our initial stockholders, who will collectively beneficially own approximately 22.8%
of our common stock upon the closing of this offering (including the placement shares to be issued to the sponsor and assuming they
do not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation
and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides,
among other things, that:
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If
we are unable to execute a definitive agreement to complete an initial business combination within 12 months from the closing
of this offering or complete our initial business combination within 15 months from the closing of this offering (or up to
21 months from the closing of this offering if extended as described elsewhere in this prospectus), 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 subject
to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in
the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law;
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Prior
to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to
(i) receive funds from the trust account or (ii) vote on any initial business combination;
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Although
we do not intend to enter into an initial business combination with a target business that is affiliated with our sponsor, our directors
or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders
valuation opinions that such an initial business combination is fair to our company from a financial point of view;
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If
a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for
business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially
the same financial and other information about our initial business combination and the redemption rights as is required under Regulation
14A of the Exchange Act; whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide
our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;
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So
long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that we must complete one or more business
combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding
the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a
definitive agreement in connection with our initial business combination;
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If
our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or certain amendments to our amended and
restated certificate of incorporation prior thereto or to redeem 100% of our public shares if we do not execute a definitive agreement
to complete an initial business combination within 12 months from the closing of this offering or complete our initial business
combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering if extended
as described elsewhere in this prospectus) or (ii) with respect to any other provision relating to stockholders’ rights
or pre-business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of
their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes, divided by the number of then outstanding public shares; and
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We
will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
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In
addition, our amended and restated certificate of incorporation will provide that under no circumstances will we redeem our public shares
unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of underwriters’ fees and commissions.
Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws
We
will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of this offering. This statute
prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:
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a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
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an
affiliate of an interested stockholder; or
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an
associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
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A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section
203 do not apply if:
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our
board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date
of the transaction;
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after
the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at
least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common
stock; or
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on
or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized
at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting
stock not owned by the interested stockholder.
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Our
amended and restated certificate of incorporation will provide that our board of directors will be classified into three classes of directors.
As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or
more annual meetings.
Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be
utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit
plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage
an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive
forum for certain lawsuits
Our
amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against directors, officers and employees for breach of fiduciary duty and certain other actions may be brought
only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware
determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party
does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have
subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented
to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency
in the application of law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and
to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers.
Our
amended and restated certificate of incorporation will provide that the exclusive forum provision will be applicable to the fullest
extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As
a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange
Act, the Securities Act or other federal securities laws or any other claim for which the federal courts have exclusive
jurisdiction. In addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to
the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent
permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities
Act, or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would
enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought
to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Special
meeting of stockholders
Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief
Executive Officer or by our Chairman.
Advance
notice requirements for stockholder proposals and director nominations
Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the
90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual
meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply
with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.
Action
by written consent
Subsequent
to the consummation of the offering, any action required or permitted to be taken by our common stockholders must be effected by a duly
called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with
respect to our Class B common stock.
Class
B Common Stock Consent Right
For
so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders
of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any
provision our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would
alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock.
Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders
of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares of Class B common stock were present and voted.
Securities
Eligible for Future Sale
Immediately
after the consummation of this offering (assuming no exercise of the underwriters’ over-allotment option) we will have 9,758,894
(or 11,201,706 if the underwriters’ over-allotment option is exercised in full) shares of common stock (Class A and
Class B) outstanding. Of these shares, the 7,500,000 shares (or 8,625,000 if the underwriters’ over-allotment option is exercised
in full) sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for
any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 1,875,000
(or 2,156,250 if the underwriters’ over-allotment option is exercised in full) founder shares, all 346,394 placement units
(or 377,331 if the underwriter’s over-allotment option is exercised in full, including component securities contained therein)
are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and the shares
of Class B common stock and placement units (including component securities contained therein) are subject to transfer restrictions as
set forth elsewhere in this prospectus. These restricted securities will be entitled to registration rights as more fully described below
under “— Registration Rights.”
Rule
144
Pursuant
to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would be entitled
to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time
during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three
months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such
shorter period as we were required to file reports) preceding the sale.
Persons
who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates at the
time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person
would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
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1%
of the total number of shares of Class A common stock then outstanding, which will equal 75,375 shares immediately after this
offering (or 86,681 if the underwriters exercise their over-allotment option in full); or
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the
average weekly reported trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form
144 with respect to the sale.
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Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current
public information about us.
Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule
144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell
companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to
this prohibition if the following conditions are met:
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the
issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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the
issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on
Form 8-K; and
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at
least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status
as an entity that is not a shell company.
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As
a result, our initial stockholders will be able to sell their founder shares and placement units (including component securities contained
therein), as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration
Rights
The
holders of the founder shares, placement units (including component securities contained therein) and units (including securities contained
therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise
of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued
upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder
shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective
date of this offering, requiring us to register such securities for resale (in the case of the founder shares, only after conversion
to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short
form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with
respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to
register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain
liquidated damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses
incurred in connection with the filing of any such registration statements. We will bear the expenses incurred in connection with the
filing of any such registration statements.
Listing
of Securities
We
plan to apply to list our units, Class A common stock and warrants on Nasdaq Global Market under the symbols “GENQU,”
“GENQ” and “GENQW”, respectively. We expect that our units will be listed on Nasdaq on or promptly after the
effective date of the registration statement. Following the date the shares of our Class A common stock and warrants are eligible to
trade separately, we anticipate that the shares of our Class A common stock and warrants will be listed separately and as a unit on Nasdaq.
We cannot guarantee that our securities will be approved for listing on Nasdaq.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes
certain U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of our units (each
consisting of one share of our Class A common stock and one redeemable warrant to acquire one share of
our Class A common stock) that are purchased in this offering by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below).
Because the components of a unit are generally separable at the option of the holder, the holder of a unit generally should be treated,
for U.S. federal income tax purposes, as the owner of the underlying share of our Class A common stock and the one warrant components
of the unit. As a result, the discussion below with respect to holders of shares of our Class A common stock and warrants should also
apply to holders of units (as the deemed owners of the underlying common stock and warrants that constitute the units).
This
discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our securities who are initial purchasers
of a unit pursuant to this offering and hold the unit and each component of the unit as capital assets within the meaning of Section
1221(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). This
discussion assumes that the shares of our Class A common stock and warrants will trade separately and that any distributions made (or
deemed made) by us on the shares of our Class A common stock and any consideration received (or deemed received) by a holder in consideration
for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider
all aspects of U.S. federal income taxation that may be relevant to the acquisition, ownership and disposition of a unit by a prospective
investor in light of its particular circumstances or that is subject to special rules under the U.S. federal income tax laws, including,
but not limited to:
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our
sponsor, officers, directors or other holders of our Class B common stock or private placement warrants;
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banks
and other financial institutions or financial services entities;
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broker-dealers;
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mutual
funds;
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retirement
plans, individual retirement accounts or other tax-deferred accounts;
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taxpayers
that are subject to the mark-to-market tax accounting rules;
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tax-exempt
entities;
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S-corporations,
partnerships or other flow-through entities and investors therein;
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governments
or agencies or instrumentalities thereof;
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insurance
companies;
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regulated
investment companies;
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real
estate investment trusts;
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passive
foreign investment companies;
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controlled
foreign corporations;
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qualified
foreign pension funds;
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expatriates
or former long-term residents of the United States;
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persons
that actually or constructively own five percent or more of our voting shares;
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persons
that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans
or otherwise as compensation or in connection with services;
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persons
required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section
451 of the Code;
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persons
subject to the alternative minimum tax;
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persons
that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;
or
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U.S.
Holders (as defined below) whose functional currency is not the U.S. dollar.
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The
discussion below is based upon current provisions of the Code, applicable U.S. Treasury regulations promulgated under the Code (“Treasury
Regulations”), judicial decisions and administrative rulings of the IRS, all as in effect on the date hereof, and all of which
are subject to differing interpretations or change, possibly on a retroactive basis. Any such differing interpretations or change could
alter the U.S. federal income tax consequences discussed below. Furthermore, this discussion does not address any aspect of U.S. federal
non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.
We
have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may
disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future
legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this
discussion.
As
used herein, the term “U.S. Holder” means a beneficial owner of units, shares of our Class A common stock or warrants that
is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or
other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized)
in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject
to U.S. federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial
decisions of the trust, or (B) it has in effect a valid election under Treasury Regulations to be treated as a United States person.
This
discussion does not consider the tax treatment of partnerships or other pass-through entities (including branches) or persons who hold
our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income
tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally
will depend on the status of the partner and the activities of the partner and the partnership. If you are a partner or a partnership
holding our securities, we urge you to consult your own tax advisor.
THIS
DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION
OF OUR UNITS. EACH PROSPECTIVE INVESTOR IN OUR UNITS IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES
TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR UNITS, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL,
AND NON-UNITED STATES TAX LAWS
Personal
Holding Company Status
We
could be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding
company (a “PHC”) for U.S. federal income tax purposes. A U.S. corporation generally will be classified as a PHC for U.S.
federal income tax purposes in a given taxable year if (i) at any time during the last half of such taxable year, five or fewer individuals
(without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax-exempt
organizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more
than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation’s adjusted ordinary gross income, as
determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which includes, among other things, dividends,
interest, certain royalties, annuities and, under certain circumstances, rents).
Depending
on the date and size of our initial business combination, it is possible that at least 60% of our adjusted ordinary gross income may
consist of PHC income as discussed above. In addition, depending on the concentration of our stock in the hands of individuals, including
the members of our sponsor and certain tax-exempt organizations, pension funds and charitable trusts, it is possible that more than 50%
of our stock may be owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a taxable
year. Thus, no assurance can be given that we will not be a PHC following this offering or in the future. If we are or were to become
a PHC in a given taxable year, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, which generally
includes our taxable income, subject to certain adjustments.
Allocation
of Purchase Price and Characterization of a Unit
No statutory, administrative or
judicial authority directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal income tax purposes,
and therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes
as the acquisition of one share of our Class A common stock and one warrant, with each warrant exercisable
to acquire one share of our Class A common stock, and we intend to treat the acquisition of a unit in this manner. For U.S. federal
income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit among the one share of
our Class A common stock and one warrant based on the relative fair market value of each at the time of issuance. Under U.S. federal
income tax law, each investor must make its own determination of such value based on all the relevant facts and circumstances. Therefore,
we strongly urge each investor to consult its tax advisor regarding the determination of value for these purposes. The price allocated
to each share of our Class A common stock and one warrant should constitute the holder’s initial tax basis in such share and one
warrant, respectively. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the share
of our Class A common stock and one warrant comprising the unit, and the amount realized on the disposition should be allocated among
the share of our Class A common stock and one warrant based on their respective relative fair market values at the time of disposition.
Neither the separation of the share of our Class A common stock and the one warrant constituting a unit nor the combination of halves
of warrants into a single warrant should be a taxable event for U.S. federal income tax purposes.
The
foregoing treatment of the shares of our Class A common stock and warrants and a holder’s purchase price allocation are not binding
on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance
can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each
prospective investor is urged to consult its tax advisor regarding the tax consequences of an investment in a unit (including alternative
characterizations of a unit). The balance of this discussion assumes that the characterization of the units described above is respected
for U.S. federal income tax purposes.
U.S.
Holders
Taxation
of Distributions
If
we pay distributions in cash or other property (other than certain distributions of our stock) to U.S. Holders of our Class A common
stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated
earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings
and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s
adjusted tax basis in our shares of our Class A common stock. Any remaining excess will be treated as gain realized on the sale or other
disposition of the shares of our Class A common stock and will be treated as described under “U.S. Holders — Gain or Loss
on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants” below.
Dividends
we pay to a corporate U.S. Holder generally will qualify for the dividends received deduction if certain holding period requirements
are met. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest
deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder will
generally be taxed as qualified dividend income at the preferential tax rate for long-term capital gains. It is unclear whether the redemption
rights with respect to the shares of our Class A common stock described in this prospectus may prevent a U.S. Holder from satisfying
the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified
dividend income, as the case may be. If the holding period requirements are not met, then a corporation may not be able to qualify for
the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate holders may be
subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend
income.
Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Securities
A
U.S. Holder generally will recognize capital gain or loss on a sale or other taxable disposition of our shares of Class A common stock
or warrants (including on our dissolution and liquidation if we do not complete an initial business combination within the required time
period). Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for
such shares of our Class A common stock or warrants exceeds one year. Long-term capital gains recognized by a non-corporate U.S. Holder
are currently eligible to be taxed preferential rates. It is unclear, however, whether certain redemption rights described in this prospectus
may suspend the running of the applicable holding period for this purpose. If the running of the holding period for the Class A common
stock is suspended, then non-corporate U.S. Holders may not be able to satisfy the one-year holding period requirement for long-term
capital gain treatment, in which case any gain on a sale or taxable disposition of the shares would be subject to short-term capital
gain treatment and would be taxed at regular ordinary income tax rates. The deductibility of capital losses is subject to limitations.
The
amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i)
the sum of the amount of cash and the fair market value of any property received in such disposition (or, if the shares of our
Class A common stock or warrants are held as part of units at the time of the disposition, the portion of the amount realized
on such disposition that is allocated to the shares of our Class A common stock or warrants based upon the then relative fair
market values of the shares of our Class A common stock and the warrants included in the units) and (ii) the U.S. Holder’s
adjusted tax basis in its shares of our Class A common stock or warrants so disposed of. A U.S. Holder’s adjusted tax basis
in its shares of our Class A common stock and warrants generally will equal the U.S. Holder’s acquisition cost (that is,
the portion of the purchase price of a unit allocated to a share of our Class A common stock or one warrant, as described
above under “— Allocation of Purchase Price and Characterization of a Unit”) reduced, in the case of a share
of our Class A common stock, by any prior distributions treated as a return of capital. See “U.S. Holders — Exercise,
Lapse or Redemption of a Warrant” below for a discussion regarding a U.S. Holder’s tax basis in a share of our Class
A common stock acquired pursuant to the exercise of a warrant.
Redemption
of Our Class A Common Stock
In
the event that a U.S. Holder’s shares of our Class A common stock are redeemed pursuant to the redemption provisions described
in this prospectus under “Description of Securities — Common Stock” or if we purchase a U.S. Holder’s shares
of our Class A common stock in an open market transaction (each referred to herein as a “redemption”), the treatment of the
redemption for U.S. federal income tax purposes will depend on whether it qualifies as a sale or exchange of the shares of our Class
A common stock under Section 302 of the Code. If the redemption qualifies as a sale or exchange of the shares of our Class A common stock
under the tests described below, the U.S. Holder will be treated as described under “U.S. Holders — Gain or Loss on Sale,
Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants” above. If the redemption does not qualify
as a sale or exchange of the shares of our Class A common stock, the U.S. Holder will be treated as receiving a corporate distribution
with the tax consequences described above under “U.S. Holders — Taxation of Distributions.” Whether a redemption qualifies
for sale or exchange treatment will depend largely on the total number of our shares treated as held by the U.S. Holder (including any
shares constructively owned by the U.S. Holder as described in the following paragraph) relative to all of our shares outstanding both
before and after such redemption. The redemption of our Class A common stock generally will be treated as a sale or exchange of the shares
of our Class A common stock (rather than as a corporate distribution) if, within the meaning of Section 302 of the Code, such redemption
(i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination”
of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S.
Holder.
In
determining whether any of the foregoing tests are satisfied, a U.S. Holder must take into account not only shares of our stock actually
owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in
addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or
that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which
would generally include shares of our Class A common stock which could be acquired pursuant to the exercise of the warrants. In order
to meet the “substantially disproportionate” test, the percentage of our outstanding voting shares actually and constructively
owned by the U.S. Holder immediately following the redemption of shares of our Class A common stock must, among other requirements, be
less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before
the redemption. Prior to our initial business combination, the shares of our Class A common stock may not be treated as voting shares
for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination
of a U.S. Holder’s interest if either (i) all of our shares actually and constructively owned by the U.S. Holder are redeemed or
(ii) all of our shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives
in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively
own any other shares of our stock. The redemption of the shares of our Class A common stock will not be essentially equivalent to a dividend
with respect to a U.S. Holder if it results in a “meaningful reduction” of the U.S. Holder’s proportionate interest
in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend
on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate
interest of a small minority stockholder in a publicly-held corporation who exercises no control over corporate affairs may constitute
such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.
If
none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be
as described under “U.S. Holders — Taxation of Distributions” above. After the application of those rules, any remaining
tax basis of the U.S. Holder in the redeemed shares of our Class A common stock will be added to the U.S. Holder’s adjusted tax
basis in its remaining shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly in other
stock constructively owned by it.
Exercise,
Lapse or Redemption of a Warrant
Except
as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the
acquisition of a share of our Class A common stock on the exercise of a warrant for cash. A U.S. Holder’s initial tax basis in
a share of our Class A common stock received upon exercise of the warrant generally will equal the sum of the U.S. Holder’s initial
investment in the warrant (that is, the portion of the U.S. Holder’s purchase price for the units that is allocated to the warrant,
as described above under “— Allocation of Purchase Price and Characterization of a Unit”) and the exercise price of
such warrant. It is unclear whether a U.S. Holder’s holding period for the share of our Class A common stock received upon exercise
of the warrants will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either
case, the holding period will not include the period during which the U.S. Holder held the warrant. If a warrant is allowed to lapse
unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant.
The
tax consequences of a cashless exercise of a warrant are not clear under current law. A cashless exercise may not be taxable, either
because the exercise is not a realization event or because the exercise is treated as a “recapitalization” for U.S. federal
income tax purposes. In either situation, a U.S. Holder’s tax basis in the shares of our Class A common stock received generally
would equal the U.S. Holder’s tax basis in the warrants exercised therefor. If the cashless exercise were not a realization event,
it is unclear whether a U.S. Holder’s holding period for the shares of our Class A common stock will commence on the date of exercise
of the warrant or the day following the date of exercise of the warrant. If the cashless exercise were treated as a recapitalization,
the holding period of the shares of our Class A common stock would include the holding period of the warrants exercised therefor.
It
is also possible that a cashless exercise could be treated in whole or in part as a taxable exchange in which gain or loss would be recognized.
In such event, a U.S. Holder could be deemed to have surrendered a number of warrants having an aggregate value (as measured by the excess
of the fair market value of our Class A common stock over the exercise price of the warrants) equal to the exercise price for the total
number of warrants to be exercised (i.e., the warrants underlying the number of shares of our Class A common stock actually received
by the U.S. Holder pursuant to the cashless exercise). The U.S. Holder would recognize capital gain or loss in an amount equal to the
difference between the value of the warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. Such gain or
loss would be long-term or short-term, depending on the U.S. Holder’s holding period in the warrants deemed surrendered. In this
case, a U.S. Holder’s tax basis in the Class A common stock received would equal the sum of the U.S. Holder’s tax basis in
the warrants exercised and the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the Class
A common stock would commence on the date following the date of exercise or on the date of exercise of the warrant; in either case, the
holding period would not include the period during which the U.S. Holder held the warrant.
Alternative
characterizations are also possible (including as a taxable exchange of all of the warrants surrendered by the U.S. Holder for shares
of our Class A common stock received upon exercise). Due to the absence of authority on the U.S. federal income tax treatment of a cashless
exercise, including when a U.S. Holder’s holding period would commence with respect to the Class A common stock received, there
can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS
or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.
If
we redeem warrants for cash pursuant to the redemption provisions described in the section of this prospectus entitled “Description
of Securities — Warrants — Public Stockholders’ Warrants” or if we purchase warrants in an open market transaction,
such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under “U.S.
Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants.”
Possible
Constructive Distributions
The
terms of each warrant provide for an adjustment to the number of shares of our Class A common stock for which the warrant may be exercised
or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus entitled “Description
of Securities — Warrants — Public Stockholders’ Warrants.” Depending on the circumstances, such adjustments may
be treated as constructive distributions. An adjustment which has the effect of preventing dilution pursuant to a bona fide reasonable
adjustment formula generally is not taxable. The U.S. Holders of the warrants would, however, be treated as receiving a constructive
distribution from us if, for example, the adjustment increases the warrant holders’ proportionate interest in our assets or earnings
and profits (e.g., through an increase in the number of shares of our Class A common stock that would be obtained upon exercise or through
a decrease to the exercise price) as a result of a taxable distribution of cash or other property to the holders of shares of our Class
A common stock. Any such constructive distribution would generally be subject to tax as described under “U.S. Holders — Taxation
of Distributions” above in the same manner as if the U.S. Holders of the warrants received a cash distribution from us equal to
the fair market value of such increased interest resulting from the adjustment.
Non-U.S.
Holders
This
section applies to “Non-U.S. Holders.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of
our units, Class A common stock or warrants that is not a U.S. Holder and is not a partnership or other entity classified as a partnership
for U.S. federal income tax purposes, but such term generally does not include an individual who is present in the United States for
183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the
U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our securities.
Taxation
of Distributions
In
general, any distributions (including constructive distributions) we make to a Non-U.S. Holder of shares of our Class A common stock,
to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will
constitute dividends for U.S. federal income tax purposes. Provided such dividends are not effectively connected with the Non-U.S. Holder’s
conduct of a trade or business within the United States (or, if required pursuant to an applicable income tax treaty, are not attributable
to a permanent establishment of fixed base maintained by the Non-U.S. Holder in the United States), we will be required to withhold tax
from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax
under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form
W-8BEN or W-8BEN-E, as applicable). In the case of any constructive dividend, it is possible that this tax would be withheld from any
amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds
from warrants or other property subsequently paid or credited to such holder. Any distribution not constituting a dividend will be treated
first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and,
to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition
of the shares of our Class A common stock, which will be treated as described under “Non-U.S. Holders — Gain on Sale, Taxable
Exchange or Other Taxable Disposition of Our Securities” below. In addition, if we determine that we are or are likely to be classified
as a “United States real property holding corporation” (see “Non-U.S. Holders — Gain on Sale, Taxable Exchange
or Other Taxable Disposition of Our Securities” below), we will withhold 15% of any distribution that exceeds our current and accumulated
earnings and profits, including a distribution in redemption of shares of our Class A common stock. See also “Non-U.S. Holders
— Possible Constructive Distributions” for potential U.S. federal tax consequences with respect to constructive distributions.
Dividends
that we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within
the United States (and, if a tax treaty applies, are attributable to a permanent establishment or fixed base maintained by the Non-U.S.
Holder in the United States) will not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification
and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, the effectively connected dividends will be subject to
regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, unless an applicable income tax treaty provides otherwise.
A Non-U.S. Holder that is a foreign corporation receiving effectively connected dividends may also be subject to an additional “branch
profits tax” imposed at a rate of 30% (or a lower treaty rate).
Exercise,
Lapse or Redemption of a Warrant.
The
U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a warrant or the lapse of a warrant held by a Non-U.S. Holder
generally will correspond to the U.S. federal income tax treatment of a U.S. Holder, as described under “U.S. Holders — Exercise,
Lapse or Redemption of a Warrant” above, although to the extent a cashless exercise results in a taxable exchange, the consequences
would be similar to those described below under “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition
of Our Securities.” The U.S. federal income tax treatment for a Non-U.S. Holder of a redemption of warrants for cash (or if we
purchase warrants in an open market transaction) would be similar to that described below in “Non-U.S. Holders — Gain on
Sale, Taxable Exchange or Other Taxable Disposition of Our Securities.”
Gain
on Sale, Taxable Exchange or Other Taxable Disposition of Our Securities
Subject
to the discussion of FATCA and backup withholding below, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding
tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of shares of our Class A common stock (including
upon a dissolution and liquidation if we do not complete an initial business combination within the required time period) or warrants
(including an expiration or redemption of our warrants), in each case without regard to whether such securities were held as part of
a unit, unless:
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the
gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under
certain income tax treaties, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the
United States); or
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we
are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Class
A common stock, and, in the case where shares of our Class A common stock are regularly traded on an established securities market,
the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A common stock at any time within the shorter
of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Class A common
stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market
for this purpose. These rules may be modified for Non-U.S. Holders of warrants. If we are or have been a “United States real
property holding corporation” and you own warrants, you are urged to consult your own tax advisor regarding the application
of these rules.
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Unless
an applicable treaty provides otherwise, gain described in the first bullet point above will generally be subject to tax at the applicable
U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of
a Non-U.S. Holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or
lower treaty rate).
If
the second bullet point above applies to a Non-U.S. Holder, gain recognized by such holder on the sale, exchange or other disposition
of our Class A common stock or warrants will generally be subject to tax at applicable U.S. federal income tax rates as if the Non-U.S.
Holder were a U.S. resident. In addition, a buyer of our Class A common stock or warrants from such holder may be required to withhold
U.S. federal income tax at a rate of 15% of the amount realized upon such disposition. We cannot determine whether we will be a United
States real property holding corporation in the future until we complete an initial business combination. In general, we would be classified
as a United States real property holding corporation if the fair market value of our “United States real property interests”
equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held
for use in a trade or business, as determined for U.S. federal income tax purposes.
Redemption
of Our Class A Common Stock
The
characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s shares of our Class A common stock
pursuant to the redemption provisions described in the section of this prospectus entitled “Description of Securities — Common
Stock” will generally correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s
shares of our Class A common stock, as described under “U.S. Holders — Redemption of Our Class A Common Stock” above,
and the consequences of the redemption to the Non-U.S. Holder will be as described above under “Non-U.S. Holders — Taxation
of Distributions” and “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Securities,”
as applicable.
Possible
Constructive Distributions
The
terms of each warrant provide for an adjustment to the number of shares of our Class A common stock for which the warrant may be exercised
or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus entitled “Description
of Securities — Warrants — Public Stockholders’ Warrants.” Depending on the circumstances, such adjustments may
be treated as constructive distributions. An adjustment which has the effect of preventing dilution pursuant to a bona fide reasonable
adjustment formula generally is not taxable. The Non-U.S. Holders of the warrants would, however, be treated as receiving a constructive
distribution from us if, for example, the adjustment increases the warrant holders’ proportionate interest in our assets or earnings
and profits (e.g., through an increase in the number of shares of our Class A common stock that would be obtained upon exercise or through
a decrease to the exercise price) as a result of a taxable distribution of cash or other property to the holders of shares of our Class
A common stock. Any such constructive distribution would generally be taxed as described under “Non-U.S. Holders — Taxation
of Distributions” above, in the same manner as if the Non-U.S. Holders of the warrants received a cash distribution from us equal
to the fair market value of such increased interest resulting from the adjustment.
Information
Reporting and Backup Withholding
Dividend
payments (including constructive dividends) with respect to our Class A common stock and proceeds from the sale, exchange or redemption
of shares of our Class A common stock or warrants may be subject to information reporting to the IRS and possible United States backup
withholding. Backup withholding will not apply, however, to payments made to a U.S. Holder who furnishes a correct taxpayer identification
number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.
Payments made to a Non-U.S. Holder generally will not be subject to backup withholding if the Non-U.S. Holder provides certification
of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup
withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a holder’s U.S.
federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld by timely filing the appropriate
claim for refund with the IRS and furnishing any required information. All holders should consult their tax advisors regarding the application
of information reporting and backup withholding to them.
FATCA
Withholding Taxes
Sections
1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as
the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding of 30% in certain circumstances
on payments of dividends (including constructive dividends) and, subject to the proposed Treasury Regulations discussed below, on proceeds
from sales or other disposition of our securities paid to “foreign financial institutions” (which is broadly defined for
this purpose and includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due
diligence requirements (relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or
an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed,
a beneficial owner that is not a foreign financial institution will be entitled to a refund of any amounts withheld by filing a U.S.
federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions
that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Similarly, dividends
and, subject to the proposed Treasury Regulations discussed below, proceeds from sales or other disposition in respect of our units held
by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions generally will be subject to withholding
at a rate of 30%, unless such entity either (i) certifies to us or the applicable withholding agent that such entity does not have any
“substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United
States owners,” which will in turn be provided to the U.S. Department of the Treasury. The U.S. Department of the Treasury has
proposed regulations which eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition
of our securities. Withholding agents may rely on the proposed Treasury Regulations until final regulations are issued. Prospective investors
should consult their tax advisors regarding the possible effects of FATCA on their investment in our securities.
THE
U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON
A HOLDER’S PARTICULAR SITUATION. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM
OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK AND WARRANTS, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL,
ESTATE, NON-U.S. AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.
UNDERWRITING
The
representative is acting as the sole book-running manager of the offering and as representative of the underwriters named below. Subject
to the terms and conditions of the underwriting agreement dated the date of this prospectus, the underwriters named below, through the
representative, have severally agreed to purchase, and we have agreed to sell to the underwriters, the following respective number of
units set forth opposite the underwriter’s name.
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Underwriters
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Number
of
Units
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EF
Hutton, division of Benchmark Investments, LLC
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Total
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7,500,000
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The
underwriting agreement provides that the obligations of the underwriters to purchase the units included in this offering are subject
to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the units (other than
those covered by the over-allotment option described below) if they purchase any of the units.
Units
sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of
this prospectus. Any units sold by the underwriters to securities dealers may be sold at a discount from the initial public offering
price not to exceed $[__] per unit. If all of the units are not sold at the initial offering price, the underwriters may
change the offering price and the other selling terms. The underwriters have advised us that they do not intend to make sales
to discretionary accounts.
If
the underwriters sell more units than the total number set forth in the table above, we have granted to the underwriters an option, exercisable
for 45 days from the date of this prospectus, to purchase up to 1,125,000 additional units at the public offering price less the
underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, in connection
with this offering. Any units issued or sold under the option will be issued and sold on the same terms and conditions as the other units
that are the subject of this offering.
We,
our sponsor and our officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will
not, without the prior written consent of the representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with
respect to any units, shares of common stock, warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of common stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any units, shares of common stock, warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of common stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii)
publicly announce any intention to effect any transaction specified in clause (i) or (ii), subject to certain exceptions. The representative
in its sole discretion may release any of the securities subject to the lock-up agreement at any time without notice, other than in the
case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate transfer
restrictions on their founder shares and placement units pursuant to the letter agreement as described herein.
Our
initial stockholders have agreed with the underwriters not to transfer, assign or sell any of their founder shares (or shares of
common stock issuable upon conversion thereof) until the earlier to occur of: (A) six months after the completion of our
initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our Class A
common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination (except
with respect to permitted transferees as described herein under the section of this prospectus entitled “Principal
Stockholders — Restrictions on Transfers of Founder Shares and Placement Units”). The placement units, placement shares
and placement warrants (including the Class A common stock issuable upon exercise of the placement warrants) will not be
transferable, assignable or salable until 30 days after the completion of our initial business combination (except with respect to
permitted transferees as described herein under the section of this prospectus entitled “Principal Stockholders —
Restrictions on Transfers of Founder Shares and Placement Units”).
Prior
to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units was
determined by negotiations between us and the underwriters. Among the factors considered in determining the initial public offering price
were the history and prospects of companies whose principal business is the acquisition of other companies, prior offerings of those
companies, our management, our capital structure, and currently prevailing general conditions in the equity securities markets, including
current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the
price at which the units, Class A common stock or warrants will sell in the public market after this offering will not be lower than
the initial public offering price or that an active trading market in our units, Class A common stock or warrants will develop and continue
after this offering.
We
plan to apply to list our units on the Nasdaq Global Market under the symbol “GENQU.” We cannot guarantee
that our securities will be approved for listing on Nasdaq. We expect that our units will be listed on Nasdaq on or promptly after
the date of this prospectus. We expect that our Class A common stock and warrants will be listed under the symbols
“GENQ” and “GENQW,” respectively, once the Class A common stock and warrants begin separate
trading.
The
following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering.
These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option. The upfront portion
of the underwriting discounts and commissions will be $0.125 per unit in cash or $937,500 (or up to $1,078,125 if the underwriters’
over-allotment is exercised in full) and $0.05 per unit, to be paid in Class A common stock of the Company, or 37,500 shares of
Class A common stock in total (or up to 43,125 Class A common stock if the underwriters’ over-allotment is exercised in
full).
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Payable
by Genesis
Unicorn
Capital
Acquisition Corporation
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|
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No
Exercise
|
|
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Full
Exercise
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Per Unit(1)
|
|
$
|
0.45
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|
|
$
|
0.45
|
|
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Total(1)
|
|
$
|
3,375,000
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|
|
$
|
3,881,250
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(1)
|
Includes
$0.325 per unit, or $2,437,500 (or $2,803,125 if the underwriters’ over-allotment option is exercised in full)
in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the
United States as described herein. The deferred commissions will be released to the representative only on completion of an initial
business combination as described in this prospectus. In addition, designees of the representative of the underwriters have
received an aggregate of 37,500 shares of Class A common stock (43,125 shares if the over-allotment option is exercised in full),
which we refer to herein as the “representative shares” as compensation in connection with this
offering.
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If
we do not complete our initial business combination and subsequently liquidate, the underwriters have agreed that (i) they will forfeit
any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust
account upon liquidation, and (ii) that the deferred underwriters’ discounts and commissions will be distributed on a pro rata
basis, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes to the public
stockholders.
In
addition to the underwriting discount, we have agreed to pay or reimburse the underwriters for bound volumes in form and style reasonably
satisfactory to the Representative and transaction Lucite cubes or similar commemorative items in a style as reasonably requested by
the Representative, reimbursement for background checks on our directors and executive officers, the reasonable fees of counsel to
the underwriters and other expenses incurred by the Representative in an amount not to exceed $100,000.
The underwriters have agreed
to reimburse us for expenses incurred by us in connection with this offering in an amount equal to $_____, payable to us at the closing
of the offering.
Representative Shares
Designees of the representative
of the underwriters have received an aggregate of 37,500 shares of Class A common stock (43,125 shares if the over-allotment option is
exercised in full) as compensation in connection with this offering.
Right
of First Refusal
Subject
to certain conditions, we granted the representative, for a period of 18 months after the date of the consummation of our business combination,
a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for
each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors
or subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three
years from the effective date of the registration statement of which this prospectus forms a part.
Stabilization
In
connection with the offering, the underwriters may purchase and sell units in the open market. Purchases and sales in the open market
may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option and stabilizing
purchases, in accordance with Regulation M under the Exchange Act.
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●
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Short
sales involve secondary market sales by the underwriters of a greater number of units than it is required to purchase in the offering.
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●
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“Covered”
short sales are sales of units in an amount up to the number of units represented by the underwriters’ over-allotment option.
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●
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“Naked”
short sales are sales of units in an amount in excess of the number of units represented by the underwriters’ over-allotment
option.
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●
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Covering
transactions involve purchases of units either pursuant to the over-allotment option or in the open market after the distribution
has been completed in order to cover short positions.
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●
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To
close a naked short position, the underwriters must purchase units in the open market after the distribution has been completed.
A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the
price of the units in the open market after pricing that could adversely affect investors who purchase in the offering.
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●
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To
close a covered short position, the underwriters must purchase units in the open market after the distribution has been completed
or must exercise the over-allotment option. In determining the source of units to close the covered short position, the underwriters
will consider, among other things, the price of units available for purchase in the open market as compared to the price at which
they may purchase units through the over-allotment option.
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|
|
|
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●
|
Stabilizing
transactions involve bids to purchase units so long as the stabilizing bids do not exceed a specified maximum.
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Purchases
to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own account, may have the
effect of preventing or retarding a decline in the market price of the units. They may also cause the price of the units to be higher
than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these
transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, it may discontinue
them at any time.
We
estimate that our portion of the total expenses of this offering payable by us will be $451,435, excluding underwriting discounts
and commissions. We have agreed to reimburse the underwriters for expenses and fees of up to $100,000.
We
have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute
to payments the underwriters may be required to make because of any of those liabilities.
We
are not under any contractual obligation to engage the underwriters to provide any services for us after this offering, and have no present
intent to do so. However, the underwriters may introduce us to potential target businesses or assist us in raising additional capital
in the future. If the underwriters provide services to us after this offering, we may pay the underwriters fair and reasonable fees that
would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with the underwriters
and no fees for such services will be paid to the underwriters prior to the date that is 90 days from the date of this prospectus, unless
FINRA determines that such payment would not be deemed underwriters’ compensation in connection with this offering and we may pay
the underwriters of this offering or any entity with which it is affiliated a finder’s fee or other compensation for services rendered
to us in connection with the completion of an initial business combination.
The
underwriters and their affiliates may in the future engage in, investment banking and other commercial dealings in the ordinary course
of business with us or our affiliates, for which it may in the future receive, customary fees and commissions for any such transactions.
The
underwriters and their respective affiliates are financial institutions engaged in various activities, which may include, among other
things, securities trading, commercial and investment banking, financial advisory, investment management, financing and brokerage activities.
Such underwriters and their affiliates have in the past, in the ordinary course of business, provided certain of these services to affiliates
of the sponsor, and have arrangements in place whereby they may currently or in the future provide such services to affiliates of the
sponsor, for which they have received and may receive customary fees, interest, commissions and other compensation.
In
addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank
loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities
and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish
or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that
they acquire, long and/or short positions in such securities and instruments.
A
prospectus in electronic format may be made available by e-mail or on the web sites or through online services maintained by one or more
of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place
orders online. The underwriters may agree with us to allocate a specific number of common shares for sale to online brokerage account
holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other
than the prospectus in electronic format, the information on the underwriters’ web sites and any information contained in any other
web site maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters
and should not be relied upon by investors.
Selling
Restrictions
Notice
to Prospective Investors in the European Economic Area and the United Kingdom
In
relation to each member state of the European Economic Area and the United Kingdom (each, a “relevant state”), no units have
been offered or will be offered pursuant to the offering to the public in that relevant state prior to the publication of a prospectus
in relation to the units that has been approved by the competent authority in that relevant state or, where appropriate, approved in
another relevant state and notified to the competent authority in that relevant state, all in accordance with the Prospectus Regulation,
except that offers of our units may be made to the public in that relevant state at any time under the following exemptions under the
Prospectus Regulation:
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●
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to
any legal entity which is a qualified investor as defined under the Prospectus Regulation;
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●
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to
fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining
the prior consent of the representative for any such offer; or
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●
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in
any other circumstances falling within Article 1(4) of the Prospectus Regulation.
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provided
that no such offer of units shall require the issuer or the representative to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
Each
person in a relevant state who initially acquires any units or to whom any offer is made will be deemed to have represented, acknowledged
and agreed to and with the Company and the representative that it is a qualified investor within the meaning of the Prospectus Regulation.
In
the case of any units being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each
such financial intermediary will be deemed to have represented, acknowledged and agreed that the units acquired by it in the offer have
not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons
in circumstances which may give rise to an offer to the public other than their offer or resale in a relevant state to qualified investors,
in circumstances in which the prior consent of the representative has been obtained to each such proposed offer or resale.
We,
the representative and each of our and the representative’s respective affiliates will rely upon the truth and accuracy of the
foregoing representations, acknowledgements and agreements.
For
the purposes of this provision, the expression an “offer to the public” in relation to any units in any relevant state means
the communication in any form and by any means of sufficient information on the terms of the offer and any units to be offered so as
to enable an investor to decide to purchase or subscribe for any units, and the expression “Prospectus Regulation” means
Regulation (EU) 2017/1129.
References
to the Prospectus Regulation include, in relation to the United Kingdom, the Prospectus Regulation as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018.
The
above selling restriction is in addition to any other selling restrictions set out below.
In
connection with the offering, the representative is not acting for anyone other than the issuer and will not be responsible to anyone
other than the issuer for providing the protections afforded to its clients nor for providing advice in relation to the offering.
Notice
to Prospective Investors in the United Kingdom
This
prospectus is for distribution only to persons who (i) have professional experience in matters relating to investments and who qualify
as investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high
net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom,
or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000, as amended (“FSMA”)) in connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).
This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with
relevant persons.
Notice
to Prospective Investors in France
Neither
this prospectus nor any other offering material relating to the units described in this prospectus has been submitted to the clearance
procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European
Economic Area and notified to the Autorité des Marchés Financiers. The units have not been offered or sold and will not
be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating
to the units has been or will be:
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●
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released,
issued, distributed or caused to be released, issued or distributed to the public in France; or
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●
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used
in connection with any offer for subscription or sale of the units to the public in France.
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Such
offers, sales and distributions will be made in France only:
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●
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To
qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs),
in each case investing for their own account, all as defined in, and in accordance with, articles L.411-2, D.411-1, D.411-2, D.734-1,
D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;
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●
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to
investment services providers authorized to engage in portfolio management on behalf of third parties; or
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●
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in
a transaction that, in accordance with article L.411-2-II-1° -or-2° -or 3° of the French Code monétaire et financier
and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers,
does not constitute a public offer (appel public à l’épargne).
|
The
units may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3
of the French Code monétaire et financier.
Notice
to Prospective Investors in Hong Kong
The
units have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance;
or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation
or document relating to the units has been or may be issued or has been or may be in the possession of any person for the purposes of
issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public
of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to units which are or are
intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities
and Futures Ordinance and any rules made under that Ordinance.
Notice
to Prospective Investors in Japan
The
units have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended)
and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others
for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws,
regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant
time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation
or other entity organized under the laws of Japan.
Notice
to Prospective Investors in Singapore
This
prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the units were not offered
or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be
made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the units, has not been circulated or distributed, nor will it be circulated
or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in
Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”))
pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of
the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the
SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where
the units are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
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(a)
|
a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments
and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
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(b)
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a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust
is an individual who is an accredited investor,
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securities
or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’
rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust
has acquired the units pursuant to an offer made under Section 275 of the SFA except:
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(a)
|
to
an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the SFA;
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(b)
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where
no consideration is or will be given for the transfer;
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(c)
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where
the transfer is by operation of law; or
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(d)
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as
specified in Section 276(7) of the SFA.
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Notice
to Prospective Investors in Canada
The
units may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and
are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any resale of the units must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
of applicable securities laws.
Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars
of these rights or consult with a legal advisor.
Pursuant
to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of
National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice
to Prospective Investors in the Dubai International Financial Centre
This
prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”).
This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must
not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection
with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility
for the prospectus. The securities to which this prospectus relates may be illiquid and/or subject to restrictions on their resale.
Prospective
purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents
of this prospectus you should consult an authorized financial advisor.
Notice
to Prospective Investors in Australia
No
placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities
and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product
disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not
purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations
Act. Any offer in Australia of the securities may only be made to persons (the “Exempt Investors”) who are “sophisticated
investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning
of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations
Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.
The
securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the
date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act
would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant
to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian
on-sale restrictions. This prospectus contains general information only and does not take account of the investment objectives, financial
situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice.
Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs,
objectives and circumstances, and, if necessary, seek expert advice on those matters.
Notice
to Prospective Investors in Switzerland
The
securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any
other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards
for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses
under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.
Neither this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed
or otherwise made publicly available in Switzerland.
Neither
this document nor any other offering or marketing material relating to the offering, the company, the shares have been or will be filed
with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities
will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of securities has not been and
will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded
to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.
Notice
to Prospective Investors in Israel
In
the State of Israel, this prospectus shall not be regarded as an offer to the public to purchase securities under the Israeli Securities
Law, 5728 – 1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies
with certain provisions of Section 15 of the Israeli Securities Law, 5728 – 1968, including, inter alia, if: (i) the offer is made,
distributed or directed to not more than 35 investors, subject to certain conditions (the “Addressed Investors”); or (ii)
the offer is made, distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law,
5728 –1968, subject to certain conditions (the “Qualified Investors”). The Qualified Investors shall not be taken into
account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors.
The Company has not and will not take any action that would require it to publish a prospectus in accordance with and subject to the
Israeli Securities Law, 5728 – 1968. We have not and will not distribute this prospectus or make, distribute or direct an offer
to subscribe for our securities to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.
Qualified
Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities
Law, 5728 – 1968. In particular, we may request, as a condition to be offered securities, that Qualified Investors will each represent,
warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed
in the First Addendum to the Israeli Securities Law, 5728 – 1968; (ii) which of the categories listed in the First Addendum to
the Israeli Securities Law, 5728 – 1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions
set forth in the Israeli Securities Law, 5728 – 1968 and the regulations promulgated thereunder in connection with the offer to
be issued securities; (iv) that the securities that it will be issued are, subject to exemptions available under the Israeli Securities
Law, 5728 – 1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the
State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728 – 1968; and (v) that it is willing
to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in respect of their
identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address and passport
number or Israeli identification number.
We
have not authorized and do not authorize the making of any offer of securities through any financial intermediary on our behalf, other
than offers made by the underwriters and their respective affiliates, with a view to the final placement of the securities as contemplated
in this document. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of shares
on our behalf or on behalf of the underwriters.
LEGAL
MATTERS
Becker
& Poliakoff LLP, New York, New York, is acting as counsel in connection with the registration of our securities under the
Securities Act, and as such, will pass upon the validity of the securities offered in this prospectus. Certain legal matters will
be passed upon on behalf of the underwriters by Hogan Lovells US LLP, Denver, Colorado.
EXPERTS
The
financial statements of Genesis Unicorn Capital Corp as of March 15, 2021, appearing in this prospectus have been audited by MaloneBailey
LLP, independent registered public accounting firm, as stated in their report herein (which contains an explanatory paragraph relating
to substantial doubt about the ability of Genesis Unicorn Capital Corp. to continue as a going concern as described in Note 1 to the
financial statements), appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering
by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information
about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration
statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially
complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the
exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
Upon
completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and
current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration
statement, over the Internet at the SEC’s website at www.sec.gov.
GENESIS
UNICORN CAPITAL CORP
INDEX
TO FINANCIAL STATEMENTS
|
|
|
Page(s)
|
|
Report
of Independent Registered Public Accounting Firm
|
|
F-2
|
|
Financial
Statements:
|
|
|
|
Balance
Sheets as of March 15, 2021(audited) and September 30, 2021 (unaudited)
|
|
F-3
|
|
Statements
of Operations for the period from February 23, 2021 (inception) through March 15, 2021 (audited),
for the period from February 23, 2021 (inception) through September 30, 2021 (unaudited) and, for the three months ended September
30, 2021 (unaudited)
|
|
F-4
|
|
Statement
of Changes in Stockholders’ Equity for the period from February 23, 2021 (inception) through September 30, 2021
(unaudited)
|
|
F-5
|
|
Statements
of Cash Flows for the period from February 23, 2021 (inception) through March 15 (audited),
2021 and September 30, 2021 (unaudited)
|
|
F-6
|
|
Notes
to the Financial Statements
|
|
F-7
- F-15
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Stockholders and Board of Directors of
Genesis
Unicorn Capital Corp.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of Genesis Unicorn Capital Corp. (the “Company”) as of March 15, 2021, and the
related statements of operations, stockholders’ equity, and cash flows for the period from February 23, 2021 (inception) through
March 15, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of March 15, 2021, and the results of its
operations and its cash flows for the period from February 23, 2021 (inception) through March 15, 2021, in conformity with accounting
principles generally accepted in the United States of America.
Going
Concern Matter
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
/s/
MaloneBailey, LLP
www.malonebailey.com
We
have served as the Company’s auditor since 2021.
Houston,
Texas
November 24, 2021
GENESIS
UNICORN CAPITAL CORP.
BALANCE
SHEETS
|
|
|
March 15,
2021
|
|
|
September
30,
2021
|
|
|
|
|
(Audited)
|
|
|
(Unaudited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current asset - cash
|
|
$
|
14,925
|
|
|
$
|
9,830
|
|
|
Deferred offering costs
|
|
|
50,000
|
|
|
|
107,370
|
|
|
Total Assets
|
|
$
|
64,925
|
|
|
$
|
117,200
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accrued expense
|
|
$
|
51,608
|
|
|
$
|
-
|
|
|
Promissory note
|
|
|
-
|
|
|
|
108,978
|
|
|
Total Current Liabilities
|
|
|
51,608
|
|
|
|
108,978
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Preferred shares, $0.0001 par value; 1,250,000 shares authorized; none
issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
Class A common shares, $0.0001 par value; 125,000,000 shares authorized; none
issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
Class
B common shares, par value $0.0001; 12,500,000 shares authorized; 2,156,250 issued and outstanding (1)(2)
|
|
|
216
|
|
|
|
216
|
|
|
Additional paid-in capital
|
|
|
24,784
|
|
|
|
24,784
|
|
|
Accumulated deficit
|
|
|
(11,683
|
)
|
|
|
(16,778
|
)
|
|
Total Stockholders’ Equity
|
|
|
13,317
|
|
|
|
8,222
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
64,925
|
|
|
$
|
117,200
|
|
|
(1)
|
Includes
an aggregate of 281,250 shares of Class B common stock subject to forfeiture to the
extent that the underwriters’ over-allotment is not exercised in full or in part.
|
|
(2)
|
As
of March 31, 2021, there were 2,875,000 founder shares of Class B common stock issued and
outstanding, including an aggregate of 375,000 shares subject to forfeiture to the extent
that the underwriters’ over-allotment is not exercised in full or in part. On November
19, 2021, the Company cancelled 718,750 founder shares due to a downsize of the offering,
resulting in an aggregate of 2,156,250 founder shares of Class B common stock issued and
outstanding, of which 281,250 shares are subject to forfeiture. All shares and associated
amounts have been retroactively restated to reflect the surrender of these shares (see Note
8).
|
The
accompanying notes are an integral part of the financial statements
GENESIS
UNICORN CAPITAL CORP.
STATEMENTS
OF OPERATIONS
|
|
|
For
the
Period
from
February
23, 2021
(inception)
through
March
15, 2021
|
|
|
For
the
Period
from
February
23, 2021
(inception)
through
September
30, 2021
|
|
|
|
|
|
(Audited)
|
|
|
|
(Unaudited)
|
|
|
Formation
costs and other professional expenses
|
|
$
|
11,683
|
|
|
$
|
16,778
|
|
|
Net
Loss
|
|
$
|
(11,683
|
)
|
|
$
|
(16,778
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding, basic and diluted (1)(2)
|
|
|
1,875,000
|
|
|
|
1,875,000
|
|
|
Basic
and diluted net loss per ordinary share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
(1)
|
Excludes
an aggregate of 281,250 shares of Class B common stock subject to forfeiture to the
extent that the underwriters’ over-allotment is not exercised in full or in part.
|
|
(2)
|
As
of March 31, 2021, there were 2,875,000 founder shares of Class B common stock issued and
outstanding, including an aggregate of 375,000 shares subject to forfeiture to the extent
that the underwriters’ over-allotment is not exercised in full or in part. On November
19, 2021, the Company cancelled 718,750 founder shares due to a downsize of the offering,
resulting in an aggregate of 2,156,250 founder shares of Class B common stock issued and
outstanding, of which 281,250 shares are subject to forfeiture. All shares and associated
amounts have been retroactively restated to reflect the surrender of these shares (see Note
8).
|
The
accompanying notes are an integral part of the financial statements
GENESIS
UNICORN CAPITAL CORP.
STATEMENT
OF CHANGES STOCKHOLDERS’ EQUITY
|
|
|
Class
B
Common
Stock
|
|
|
Additional
Paid-In
|
|
|
Accumulated
|
|
|
Total
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
|
Balance
– February 23, 2021 (inception)
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Issuance
of Class B common stock to Sponsor (1)(2)
|
|
|
2,156,250
|
|
|
|
216
|
|
|
|
24,784
|
|
|
|
-
|
|
|
|
25,000
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
(11,683
|
)
|
|
|
(11,683
|
)
|
|
Balance
– March 15, 2021 (Audited)
|
|
|
2,156,250
|
|
|
$
|
216
|
|
|
$
|
24,784
|
|
|
$
|
(11,683
|
)
|
|
$
|
13,317
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,095
|
)
|
|
|
(5,095
|
)
|
|
Balance
– September 30, 2021 (Unaudited)
|
|
|
2,156,250
|
|
|
$
|
216
|
|
|
$
|
24,784
|
|
|
$
|
(16,778
|
)
|
|
$
|
8,222
|
|
|
(1)
|
Includes
an aggregate of 281,250 shares of Class B common stock subject to forfeiture to the
extent that the underwriters’ over-allotment is not exercised in full or in part.
|
|
(2)
|
As
of March 31, 2021, there were 2,875,000 founder shares of Class B common stock issued and
outstanding, including an aggregate of 375,000 shares subject to forfeiture to the extent
that the underwriters’ over-allotment is not exercised in full or in part. On November
19, 2021, the Company cancelled 718,750 founder shares due to a downsize of the offering,
resulting in an aggregate of 2,156,250 founder shares of Class B common stock issued and
outstanding, of which 281,250 shares are subject to forfeiture. All shares and associated
amounts have been retroactively restated to reflect the surrender of these shares (see Note
8).
|
The
accompanying notes are an integral part of the financial statements
GENESIS
UNICORN CAPITAL CORP.
STATEMENTS
OF CASH FLOWS
|
|
|
For the
Period from
February 23, 2021
(inception)
through
March 15,
2021
|
|
|
For
the
Period
from
February
23, 2021
(inception)
through
September
30,
2021
|
|
|
|
|
(Audited)
|
|
|
(Unaudited)
|
|
|
Cash flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(11,683
|
)
|
|
$
|
(16,778
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued expense
|
|
|
1,608
|
|
|
|
1,608
|
|
|
Net cash used in operating activities
|
|
|
(10,075
|
)
|
|
|
(15,170
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Class B common stock to Sponsor
|
|
|
25,000
|
|
|
|
25,000
|
|
|
Net cash provided by financing activities
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
|
14,925
|
|
|
|
9,830
|
|
|
Cash – Beginning of period
|
|
|
-
|
|
|
|
-
|
|
|
Cash – Ending of period
|
|
$
|
14,925
|
|
|
$
|
9,830
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Noncash Financing Activities
|
|
|
|
|
|
|
|
|
|
Accrued deferred offering costs
|
|
$
|
50,000
|
|
|
$
|
3,392
|
|
|
Deferred offering costs paid by Promissory Note- Related Party
|
|
$
|
-
|
|
|
$
|
107,370
|
|
The
accompanying notes are an integral part of the financial statements
GENESIS
UNICORN CAPITAL CORP.
NOTES
TO FINANCIAL STATEMENTS
NOTE
1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Genesis
Unicorn Capital Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on February 23, 2021.
The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing
all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination
with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry
or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the biotech and
pharmaceutical industry.
At September 30, 2021,
the Company had not yet commenced any operations. All activity through September 30, 2021 relates to the Company’s formation
and the Proposed Offering (as defined below). The Company will not generate any operating revenues until after the completion of its
initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash
and cash equivalents from the proceeds derived from the Proposed Offering. The Company has selected December 31 as its fiscal year end.
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies.
The Company’s ability to
commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 7,500,000
units at $10.00 per unit (or 8,625,000 units if the underwriters’ over-allotment option is exercised in full) (the “Units”
and, with respect to the common stock included in the Units being offered, the “Public Shares”) which is discussed in Note
3 (the “Proposed Offering”) and the sale of 346,394 Units (or 377,331 Units if the underwriters’ over-allotment
option is exercised in full) (the “Placement Units”) at a price of $10.00 per Unit in a private placement to the Company’s
sponsor, Genesis Unicorn Capital, LLC (the “Sponsor”), that will close simultaneously with the Proposed Offering. The Company
intends to list the Units on the Nasdaq Global Market (“NASDAQ”). The Company’s management has broad discretion with
respect to the specific application of the net proceeds of the Proposed Offering and sale of the Placement Units, although substantially
all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the
Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance
in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any
interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination.
The Company will only complete a Business Combination if the post-Business Combination 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 (the “Investment Company Act”). There is no
assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management
has agreed that $10.00 per Unit sold in the Proposed Offering, including the proceeds of the sale of the Placement Units, will be held
in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section
2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself
out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the
earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s
stockholders, as described below.
The
Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination
at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against
a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least
$5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination.
If
the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Company’s Amended and Restated Memorandum and Articles of Association provides that a public stockholder, together with any
affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking
redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.
The
stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced
by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion
of a Business Combination with respect to the Company’s warrants or rights. These common stock will be recorded at a redemption
value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
GENESIS
UNICORN CAPITAL CORP.
NOTES
TO FINANCIAL STATEMENTS
If
a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender
offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the
same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
The
Sponsor has agreed (a) to vote its Class B common stock, the common stock included in the Placement Units (the “Placement Shares”)
and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment
to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination
activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity
to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock)
and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder
vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company
does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum
and Articles of Association relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B common
stock and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if
a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account
with respect to any Public Shares purchased during or after the Proposed Offering if the Company fails to complete its Business Combination.
The
Company will have until 12 months (or up to 21 months if the Company enters into a definitive agreement relating to a Business Combination
and extends the period of time to consummate a business combination) from the closing of the Proposed Offering to consummate a Business
Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination
Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no
more than five business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution
expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and
the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company,
subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has
agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete
a Business Combination within the Combination Period 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 the Public Shares. In the event of such distribution, it is possible that the
per share value of the assets remaining available for distribution will be less than the Proposed Offering price per Unit ($10.00).
GENESIS
UNICORN CAPITAL CORP.
NOTES
TO FINANCIAL STATEMENTS
The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amounts in the Trust Account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised
in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and
except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed
waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to
claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting
firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving
any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going
Concern Consideration
At September 30, 2021,
we had cash of $9,830 and working capital deficit of $99,148. Further, we have incurred and expect to continue to incur
significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty through a Proposed
Public Offering as discussed in Note 3. We cannot assure you that our plans to raise capital or to consummate an initial business combination
will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial
statements do not include any adjustments that might result from our inability to consummate this offering or our inability to continue
as a going concern.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United
States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging
growth company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
GENESIS
UNICORN CAPITAL CORP.
NOTES
TO FINANCIAL STATEMENTS
Use
of estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash and
cash equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2021.
Deferred
offering costs
Deferred
offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly
related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering.
Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged
to operations.
Income
taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were no unrecognized tax benefits as of September 30, 2021 and no amounts accrued for interest and penalties.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
provision for income taxes was deemed to be de minimis for the period from February 23, 2021 (inception) to September 30, 2021.
GENESIS
UNICORN CAPITAL CORP.
NOTES
TO FINANCIAL STATEMENTS
Net
loss per share
The Company complies with accounting
and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by
the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average
shares were reduced for the effect of an aggregate of 281,250 common stock that are subject to forfeiture if the over-allotment
option is not exercised by the underwriters (see Note 6). At September 30, 2021, the Company did not have any dilutive securities
and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.
As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Concentration
of credit risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2021, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair
value of financial instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to
their short-term nature.
Warrants
The
Company will account for warrants as either equity instruments or liabilities in accordance with ACS 480, Distinguishing Liabilities
from Equity (“ASC 480”), depending on the specific terms of the warrant agreement.
Recently
issued accounting pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s financial statements.
NOTE
3. PROPOSED OFFERING
Pursuant to the Proposed
Offering, the Company will offer for sale up to 7,500,000 Units (or 8,625,000 Units if the underwriters’
overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one common stock and one redeemable warrant to purchase one share of Class A common stock (“Public Warrant”). Each
whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole
share (see Note 7).
NOTE 4. PRIVATE PLACEMENT
The
Sponsor has committed to purchase an aggregate of 346,394 Placement Units (or 377,331
Placement Units if the underwriters’ over-allotment is exercised in full) at a
price of $10.00 per Placement Unit, ($3,463,935 in the aggregate, or $3,773,310
in the aggregate if the underwriters’ over-allotment is exercised in full), from
the Company in a private placement that will occur simultaneously with the closing of the
Proposed Offering. The proceeds from the sale of the Placement Units will be added to the
net proceeds from the Proposed Offering held in the Trust Account. The Placement Units are
identical to the Units sold in the Proposed Offering, except for the placement warrants (“Placement
Warrants”), as described in Note 7. If the Company does not complete a Business Combination
within the Combination Period, the proceeds from the sale of the Placement Units will be
used to fund the redemption of the Public Shares (subject to the requirements of applicable
law) and the Placement Warrants will expire worthless.
GENESIS
UNICORN CAPITAL CORP.
NOTES
TO FINANCIAL STATEMENTS
NOTE
5. RELATED PARTY TRANSACTIONS
Class
B Common Stock
During
the period ended March 15, 2021, the Company issued an aggregate of 2,875,000 Class B common stock to the Sponsor for an aggregate purchase
price of $25,000 in cash. On March 15, 2021, our sponsor transferred 20,000 founder shares each to our Chief Executive Officer and Chief
Operating Officer, as well as 2,500 founder shares to our scientific advisor. On October 27, 2021, our sponsor transferred 10,000 founder
shares to our Chief Executive Officer, 17,500 founder shares to our Chief Scientific Officer, 30,000 founder shares to each of our two
independent directors, 25,000 founder shares to each of our two independent directors, 15,000 founder shares to our strategic and scientific
advisor and 5,500 founder shares to our scientific advisor. On November 19, 2021, the Company cancelled 718,750 founder shares due to
a downsize of the offering. All shares and associated amounts have been retroactively restated to reflect the surrender of these
shares (see Note 8). As of September 30, 2021, there are in an aggregate of 2,156,250 founder shares of Class B common stock issued and
outstanding. The Class B common stock include an aggregate of up to 281,250 shares subject to forfeiture by the Sponsor to the extent
that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the
Company’s issued and outstanding shares after the Proposed Offering (assuming
the initial stockholders do not purchase any Public Shares in the Proposed Offering and excluding the Placement Units and underlying
securities).
The
initial stockholder has agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees)
until, with respect to 50% of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business
Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted
for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after a Business Combination, with respect to the remaining 50% of the Class B common stock, upon six months after the date of the consummation
of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation,
merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their common stock for cash, securities or other property.
Promissory
Note – Related Party
On
September 30, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up
to an aggregate principal amount of $300,000, of which $108,978 was outstanding under the Promissory Note as of September 30,
2021. The note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of
the Proposed Offering, pursuant to that Amendment to Promissory Note effective July 31, 2021.
Administrative
Services Arrangement
The
Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the
earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general
and administrative services, including office space, utilities and administrative services, as the Company may require from time to time.
The Company has agreed to pay the Sponsor $10,000 per month for these services.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,
or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation
of a Business Combination into additional Placement Units at a price of $10.00 per Unit. In the event that a Business Combination does
not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans.
GENESIS
UNICORN CAPITAL CORP.
NOTES
TO FINANCIAL STATEMENTS
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the insider shares, as well as the holders of the Placement Units (and underlying securities) and any securities issued in
payment of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior
to or on the effective date of Proposed Public Offering. The holders of a majority of these securities are entitled to make up to two
demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees)
may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Proposed
Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing
three months prior to the date on which these common stock are to be released from escrow. The holders of a majority of the Placement
Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise
these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding
anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during
the seven year period beginning on the effective date of the Proposed Public Offering. The Company will bear the expenses incurred in
connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the
underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning
on the effective date of the registration statement relating to the Proposed Public Offering, and the underwriters and/or their designees
may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration
statement relating to the Proposed Public Offering.
Underwriting
Agreement
The Company will grant the underwriters
a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments at the Proposed Offering price, less the
underwriting discounts and commissions.
The underwriters will be entitled
to a cash underwriting discount of: (i) one point twenty-five percent (1.25%) of the gross proceeds of the Proposed Offering, or $937,500
(or up to $1,078,125 if the underwriters’ over-allotment is exercised in full); (ii) zero point five percent (0.50%)
of the total number of Class A common stock issued in the Proposed Offering, or 37,500 Class A common stock (or up to 43,125
Class A common stock if the underwriters’ over-allotment is exercised in full). In addition, the underwriters are entitled
to a deferred fee of three point twenty-five percent (3.25%) of the gross proceeds of the Proposed Offering, or $2,437,500 (or
up to $2,803,125 if the underwriters’ over- allotment is exercised in full) upon closing of the Business Combination. The
deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the
terms of the underwriting agreement.
Right
of First Refusal
For
a period beginning on the closing of this offering and ending 18 months from the closing of a business combination, we have granted
EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public
equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal
shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms
a part.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public
Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
GENESIS
UNICORN CAPITAL CORP.
NOTES
TO FINANCIAL STATEMENTS
NOTE
7. STOCKHOLDERS’ EQUITY
Class
A Common Stock — The Company is authorized to issue 125,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At September 30, 2021,
there were no Class A common stock issued and outstanding.
Class
B Common Stock — The Company is authorized to issue 12,500,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. On November 19, 2021, the Company
cancelled 718,750 founder shares due to a downsize of the offering, resulting in an aggregate of 2,156,250 founder shares of Class
B common stock issued and outstanding. On March 15, 2021, our sponsor transferred 20,000 founder shares each to our Chief Executive Officer
and Chief Operating Officer, as well as 2,500 founder shares to our scientific advisor. On October 27, 2021, our sponsor transferred
10,000 founder shares to our Chief Executive Officer, 17,500 founder shares to our Chief Scientific Officer, 30,000 founder shares to
each of our two independent directors, 25,000 founder shares to each of our two independent directors, 15,000 founder shares to our strategic
and scientific advisor and 5,500 founder shares to our scientific advisor. All shares and associated amounts have been retroactively
restated to reflect the surrender of these shares. At September 30, 2021, there were 2,156,250 shares of Class B common stock issued
and outstanding, of which 281,250 shares are subject to forfeiture to the extent that the underwriter’s over-allotment option is
not exercised in full so that the Initial Stockholders will own 20% of the issued and outstanding shares after the Proposed Offering
(assuming the Initial Stockholders do not purchase any Public Shares in the Proposed Offering and excluding the Founder Shares).
Preferred
Shares — The Company is authorized to issue 1,250,000 preferred shares with a par value of $0.0001 per share with
such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September
30, 2021, there were no preferred shares issued or outstanding.
Warrants —
As of September 30, 2021, there were no warrants outstanding. The Public Warrants may only be exercised for a whole number of shares.
No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of
(a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Proposed Offering.
No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common
stock issuable upon exercise of the Public Warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing,
if a registration statement covering the common stock issuable upon the exercise of the Public Warrants is not effective within 90 days
from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and
during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on
a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is
not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years
from the consummation of a Business Combination or earlier upon redemption or liquidation.
The
Company may call the warrants for redemption (excluding the Placement Warrants), in whole and not in part, at a price of $0.01 per warrant:
|
|
●
|
at
any time while the Public Warrants are exercisable,
|
|
|
●
|
upon
not less than 30 days’ prior written notice of redemption to each Public Warrant holder,
|
|
|
●
|
if,
and only if, the reported last sale price of the common stock equals or exceeds $18 per share, for any 20 trading days within a 30
trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and
|
|
|
●
|
if,
and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the
time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of
redemption.
|
GENESIS
UNICORN CAPITAL CORP.
NOTES
TO FINANCIAL STATEMENTS
The
Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Offering, except that the
Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or
salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants
will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.
If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants
will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common
stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common
stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If
the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the
Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution
from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire
worthless.
NOTE
8. SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred after September 30, 2021, up to November 24, 2021, the date the Company issued the audited financial
statements. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the condensed financial statements.
|
|
-
|
On
November 19, 2021, the Company cancelled 718,750 founder shares due to a downsize of the offering, resulting in an aggregate
of 2,156,250 founder shares of Class B common stock issued and outstanding. All shares and associated amounts have been retroactively
restated to reflect the surrender of these shares.
|
7,500,000
Units
Genesis
Unicorn Capital Corp
PRELIMINARY
PROSPECTUS
,
2022
EF HUTTON
division
of Benchmark Investments, LLC
Until ,
2022 (25 days after the date of this prospectus), all dealers that buy, sell or trade our Class A common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver
a prospectus when acting as underwriters and with respect to its unsold allotments or subscriptions.
You
should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide
you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are
not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this
prospectus.
No
dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering
other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having
been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than
the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction
in which the offer or solicitation is not authorized or is unlawful.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
estimated approximate expenses payable by us in connection with the offering described in this registration statement (other than the
underwriting discount and commissions) will be as follows:
|
SEC/FINRA Expenses
|
|
|
21,435
|
|
|
Accounting fees and expenses
|
|
|
40,000
|
|
|
Printing and engraving expenses
|
|
|
5,000
|
|
|
Reimbursement to underwriters for expenses
|
|
|
100,000
|
|
|
Legal fees and expenses
|
|
|
200,000
|
|
|
Nasdaq listing and filing fees
|
|
|
75,000
|
|
|
Miscellaneous
|
|
|
10,000
|
|
|
Total
|
|
$
|
451,435
|
|
Item
14. Indemnification of Directors and officers.
Our
amended and restated certificate of incorporation will provide that all of our directors, officers, employees and agents shall be entitled
to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (“DGCL”).
Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth
below.
Section
145. Indemnification of officers, directors, employees and agents; insurance.
|
|
(a)
|
A
corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
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(b)
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A
corporation shall have power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
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(c)
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To
the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by
such person in connection therewith.
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(d)
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Any
indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than
a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum,
or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
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(e)
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Expenses
(including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’
fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any,
as the corporation deems appropriate.
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(f)
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The
indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official
capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses
arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such
provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative
action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the
time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
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(g)
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A
corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation
would have the power to indemnify such person against such liability under this section.
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(h)
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For
purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its separate existence had continued.
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(i)
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For
purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at
the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed
to the best interests of the corporation” as referred to in this section.
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(j)
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The
indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
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(k)
|
The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any by law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court
of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
In
accordance with Section 102(b)(7) of the DGCL, our amended and restated certificate of incorporation, will provide that no director shall
be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors,
except to the extent such limitation on or exemption from liability is not permitted under the DGCL. The effect of this provision of
our amended and restated certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders’
derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director,
including breaches resulting from negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However,
this provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction
or rescission, in the event of a breach of a director’s duty of care.
If
the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with
our amended and restated certificate of incorporation, the liability of our directors to us or our stockholders will be eliminated or
limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our amended and restated
certificate of incorporation limiting or eliminating the liability of directors, whether by our stockholders or by changes in law, or
the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the
extent such amendment or change in law permits us to further limit or eliminate the liability of directors on a retroactive basis.
Our
amended and restated certificate of incorporation will also provide that we will, to the fullest extent authorized or permitted by applicable
law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers of our corporation,
are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with
respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative
or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA
excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any
such proceeding.
Notwithstanding
the foregoing, a person eligible for indemnification pursuant to our amended and restated certificate of incorporation will be indemnified
by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except
for proceedings to enforce rights to indemnification.
The
right to indemnification which will be conferred by our amended and restated certificate of incorporation is a contract right that includes
the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance
of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by our officer or director
(solely in the capacity as an officer or director of our corporation) will be made only upon delivery to us of an undertaking, by or
on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled
to be indemnified for such expenses under our amended and restated certificate of incorporation or otherwise.
The
rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our
amended and restated certificate of incorporation may have or hereafter acquire under law, our amended and restated certificate of incorporation,
our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.
Any
repeal or amendment of provisions of our amended and restated certificate of incorporation affecting indemnification rights, whether
by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required
by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights
on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal
or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment
or adoption of such inconsistent provision. Our amended and restated certificate of incorporation will also permit us, to the extent
and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered
by our amended and restated certificate of incorporation.
Our
bylaws, which we intend to adopt immediately prior to the closing of this offering, include the provisions relating to advancement of
expenses and indemnification rights consistent with those which will be set forth in our amended and restated certificate of incorporation.
In addition, our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses
is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense,
to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against
any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss
under the DGCL.
Any
repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by our board of directors, stockholders or
by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law)
be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive
basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission
occurring prior to such repeal or amendment or adoption of such inconsistent provision.
We
will enter into indemnification agreements with each of our officers and directors a form of which is to be filed as an exhibit to this
Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware
law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding
against them as to which they could be indemnified.
Pursuant
to the Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters
and the underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering,
including certain liabilities under the Securities Act.
Item
15. Recent Sales of Unregistered Securities.
On
March 15, 2021, Genesis Unicorn Capital, LLC, our sponsor, purchased an aggregate of 2,500,000 founder shares, for an aggregate offering
price of $25,000 at an average purchase price of approximately $0.009 per share. On November 19,
2021, the Company cancelled 718,750 founder shares due to a downsize of the offering, resulting in an aggregate of 2,156,250 founder
shares of Class B common stock issued and outstanding. At September 30, 2021, there were 2,156,250 shares of Class B common stock issued
and outstanding, of which 281,250 shares are subject to forfeiture to the extent that the underwriter’s over-allotment option is
not exercised in full. The number of founder shares issued was determined based
on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion of this offering
(excluding the placement units and securities underlying the foregoing). All such securities were issued in connection with our organization
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor
for purposes of Rule 501 of Regulation D.
On
or before the date of the prospectus accompanying this registration statement, our sponsor has agreed to purchase an aggregate of 346,394
placement units (or 377,331 placement units if the over-allotment option is exercised in full), at a price of $10.00 per unit,
for an aggregate purchase price of $3,463,935 ($3,773,310 if the over-allotment option is exercised in full). These placement
units will be issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as they will be sold
to “accredited investors” as defined in Rule 501(a) of the Securities Act. No underwriting discounts or commissions will
be paid with respect to such sales. Subscription agreements will be entered into with our sponsor in connection with these placement
units and copies of such agreements will be attached as exhibits to this registration statement.
Item
16. Exhibits and Financial Statement Schedules.
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(a)
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Exhibits.
The list of exhibits following the signature page of this registration statement is incorporated herein by reference.
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(b)
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Financial
Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.
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Item
17. Undertakings.
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|
(a)
|
The
undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each
purchaser.
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(b)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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(c)
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The
undersigned registrant hereby undertakes that:
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|
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(1)
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For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective.
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(2)
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For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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For
the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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(4)
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For
the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
an undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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EXHIBIT
INDEX
|
Exhibit
|
|
Description
|
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1.1
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Form of Underwriting Agreement**
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3.1
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Certificate of Incorporation*
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3.2
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Form of Amended and Restated Certificate of Incorporation to be adopted upon consummation of initial public offering**
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3.3
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Bylaws**
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4.1
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Specimen Unit Certificate **
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4.2
|
|
Specimen Class A Common Stock Certificate **
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4.3
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Specimen Warrant Certificate **
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4.4
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Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*
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5.1
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Opinion of Becker & Poliakoff LLP**
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10.1
|
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Form of Letter Agreement among the Registrant, EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters, and our officers, directors and Genesis Unicorn Capital, LLC**
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10.2
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Promissory Note, dated February 23, 2021, issued to Genesis Unicorn Capital, LLC*
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10.3
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Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant**
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10.4
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Form
of Registration Rights Agreement between the Registrant and certain security holders***
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10.5
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|
Securities Subscription Agreement, dated March 15, 2021, between the Registrant and Genesis Unicorn Capital, LLC*
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10.6
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Form
of Placement Unit Purchase Agreement between the Registrant and Genesis Unicorn Capital, LLC***
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10.8
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Form of Indemnity Agreement between the Registrant, its officers and directors**
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10.9
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Form of Administrative Support Agreement by and between the Registrant and Genesis Unicorn Capital, LLC**
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14
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Form of Code of Ethics*
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23.1
|
|
Consent of MaloneBailey LLP**
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23.2
|
|
Consent of Becker & Poliakoff LLP (included in Exhibit 5.1)**
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99.1
|
|
Form of Audit Committee Charter*
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|
99.2
|
|
Form of Compensation Committee Charter*
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99.3
|
|
Form of Nominating Committee Charter*
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99.4
|
|
Consent of Grainne Coen as nominee to the Board of Directors**
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99.5
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|
Consent of Ernest Fong as nominee to the Board of Directors **
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99.6
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Consent of Chung Fan Cheng as nominee to the Board of Directors **
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99.7
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Consent of Teck-Yong Heng as nominee to the Board of Directors **
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*
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Previously Filed.
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**
|
Filed herewith.
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***
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To be filed by amendment.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on the 28th day of January, 2022.
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Genesis
Unicorn Capital Corporation
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By:
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/s/ Adeoye Olukotun
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Name:
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Adeoye
Olukotun
|
|
|
Title:
|
Chief
Executive Officer, Principal Executive Officer
|
|
|
By:
|
/s/
Samuel Lui
|
|
|
Name:
|
Samuel
Lui
|
|
|
Title:
|
President,
Chief Financial Officer and Director, Principal Accounting Officer
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
|
Name
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|
Position
|
|
Date
|
|
|
|
|
|
|
|
/s/
Adeoye Olukotun
|
|
Chief
Executive Officer
|
|
January
28, 2022
|
|
Adeoye
Olukotun
|
|
|
|
|
|
|
|
|
|
|
/s/
Samuel Lui
|
|
President,
Chief Financial Officer and Director, Principal Accounting Officer
|
|
January
28, 2022
|
|
Samuel
Lui
|
|
|
Exhibit
1.1
Form of Underwriting Agreement
GENESIS
UNICORN CAPITAL CORP.
UNDERWRITING
AGREEMENT
New
York, New York
[__],
2022
EF
Hutton, division of Benchmark Investments, LLC
590
Madison Avenue, 39th Floor
New
York, NY 10022
As
Representative of the Underwriters
named
on Schedule A hereto
Ladies
and Gentlemen:
The
undersigned, Genesis Unicorn Capital Corp., a Delaware corporation (the “Company”), hereby confirms its agreement
with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” or the “Representative”),
and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative
(the Representative and such other underwriters being collectively referred to herein as the “Underwriters”
or, each underwriter individually, an “Underwriter,” provided that if only EF Hutton is listed on such Schedule
A, any references to the Underwriters shall refer exclusively to EF Hutton) as follows:
1.
Purchase and Sale of Securities.
1.1. Firm
Securities.
1.1.1. Purchase
of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein
set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to
purchase from the Company, severally and not jointly, an aggregate of 7,500,000 units (the “Firm Units”) of
the Company, ratably in accordance with the number of Firm Units set forth opposite the name of such Underwriter on Schedule A
hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below)
of $9.55 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering
price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Class A common stock of the Company, par value $0.0001 per
share (the “Common Stock”) and one redeemable warrant (the “Warrants”). The Common
Stock and the Warrants included in the Firm Units will trade separately on the 52nd day following the date hereof (or if such date is
not a Business Day (as defined in Section 1.1.2), the following Business Day) unless the Representative determines to allow earlier separate
trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock and the Warrants included in
the Firm Units trade separately until (i) the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering
and the Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company
receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K,
and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate
trading will begin. Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment,
commencing on the later of twelve months from the Closing Date (defined below) or 30 days after the consummation by the Company of a
merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination
with one or more businesses (the “Business Combination”) and expiring on the five year anniversary of the consummation
by the Company of its initial Business Combination, or earlier upon redemption of the Common Stock or liquidation of the Company.
1.1.2. Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the second (2nd) Business
Day (as defined below) following the commencement of trading of the Units, or at such earlier time as shall be agreed upon by the Representative
and the Company, at the offices of Hogan Lovells US LLP, counsel to the Underwriters (“Hogan Lovells”), or
at such other place as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the
Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire
transfer in Federal (same day) funds, payable as follows: $76,125,000 of the proceeds received by the Company for the Firm Units and
the sale of Placement Units (as defined in Section 1.4.2) shall be deposited in the trust account (“Trust Account”)
established by the Company for the benefit of the Public Stockholders (as defined below), as described in the Registration Statement
(as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”)
between the Company and Continental Stock Transfer & Trust Company (“CST”). The funds deposited in the
Trust Account shall include an aggregate of $2,437,500 ($0.325 per Firm Unit), payable to the Underwriters as Deferred Underwriting Commission,
in accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees payable pursuant
to this Agreement), if any, shall be paid to the order of the Company upon delivery to the Representative of certificates (in form and
substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company
(“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and
in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing
Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day
prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment
by the Representative for all the Firm Units. As used herein, the term “Public Stockholders” means the holders
of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Initial Stockholders
(defined below) to the extent such Initial Stockholders acquire such shares of Common Stock in the aftermarket (and solely with respect
to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which
commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York are generally are open for use by customers on such day.
1.2. Over-Allotment
Option.
1.2.1. Option
Units. The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an
additional 1,125,000 units (the “Option Units”), the gross proceeds of which will be deposited in the Trust
Account, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such Option
Units shall be identical in all respects to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters
in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears
to the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option
Units are hereinafter collectively referred to as the “Units,” and the Units, the shares of Common Stock and
the Warrants included in the Units, and the shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to
collectively as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously
have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised
from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative
to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.
1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at
any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective Date”)
of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any
Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving
of oral notice to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein, setting forth the
number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option
Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time
and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of Hogan Lovells or at such other
place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative.
If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in
the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject
to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified
in such notice.
1.2.3. Payment
and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds,
payable as follows: $9.875 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery to the
Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the
facilities of DTC) for the account of the Representative. The amount to be deposited in the Trust Account will include $0.325 per Option
Unit (up to $365,625), payable to the Underwriters, as Deferred Underwriting Commission, in accordance with Section 1.3 hereof. The certificates
representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative requests
in writing not less than two full Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be
made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent
or correspondent not less than one full Business Day prior to such Closing Date. The Company shall not be obligated to sell or deliver
the Option Units except upon tender of payment by the Underwriters for applicable Option Units.
1.3. Deferred
Underwriting Commission. The Underwriters agree that 3.25% of the gross proceeds from the sale of the Firm Units ($2,437,500) and
the Option Units (up to $365,625), if any (collectively, the “Deferred Underwriting Commission”), will be deposited
and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own
accounts upon consummation of the Company’s initial Business Combination. In the event that the Company is unable to consummate
a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences
liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall forfeit any rights or
claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit
in the Trust Account, shall be distributed on a pro-rata basis among the Public Stockholders.
1.4. Private
Placements.
1.4.1. Founder
Shares. On March 15, 2021, the Company issued to Genesis Unicorn Capital, LLC (the “Sponsor”), for an aggregate
consideration of $25,000, 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder
Shares”). On November 19, 2021, the Sponsor surrendered 718,750 Founder Shares to the Company for cancellation for no consideration,
resulting in the Sponsor and its permitted assignees holding 2,156,250 Founder Shares. No underwriting discounts, commissions, or placement
fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement,
none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders (as defined below) until the earlier of:
(i) six months following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination,
(A) when the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period; or (B) the date on which the Company completes
a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the
right to exchange their shares of common stock for cash, securities or other property. The Founder Shares shall be subject to restrictions
on transfer as set forth in the Insider Letter (as defined in Section 2.21.1 herein). “Initial Stockholders”
means (i) holders of the Founder Shares, and (ii) members of the Sponsor.
The
holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the
event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with
respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to
forfeit such number of Founder Shares (up to 281,250 Founder Shares) such that the Founder Shares then outstanding will comprise 20%
of the issued and outstanding shares of the Company (but not including any Placement Securities (as defined below) or any Representative
Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
1.4.2. Unit
Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant
to a Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 326,394 units of the Company, which units
are identical to the Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase
price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt
from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of
the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with
the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Placement Unit Purchase Agreement, up to
an additional 30,937 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from
registration under the Act pursuant to Section 4(a)(2) of the Act.
None
of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until
thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has
been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to
the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing
Date, as the case may be.
1.4.3. The
Placement Units, the shares of Common Stock and the warrants (the “Placement Warrants”) included in the Placement
Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the
“Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable
in connection with the Placement Securities sold in the Unit Private Placement. The Placement Securities are identical to the Public
Securities except that (i) the Placement Warrants will be non-redeemable by the Company, (ii) the Placement Warrants may be exercised
on a cashless basis so long as they are held by the initial purchasers or their permitted transferees, (iii) none of the Placement Securities
may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation
of the Company’s initial Business Combination, and (iv) the Placement Warrants will be entitled to registration rights. The Public
Securities, the Placement Securities, the Representative Shares and the Founder Shares are hereinafter referred to collectively as the
“Securities”.
1.5. Representative
Shares.
1.5.1. Representative
Shares. The Company hereby agrees to issue to the Representative (and/or its designees) on or prior to the Closing Date 37,500 (or
43,125 if the Over-Allotment Option is exercised) shares of Common Stock (the “Representative Shares”) pursuant
to a Representative Share Purchase Letter Agreement (the “Representative Share Agreement”) for nominal consideration.
1.5.2. Transfer
and other Restrictions. The Representative hereby agrees (i) to waive its redemption rights with respect to the Representative Shares
in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from
the Trust Account with respect to the Representative Shares if the Company fails to complete the initial Business Combination. The Representative
will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject
of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative
Shares by any person, for a period of time ending on the later of the completion of the initial Business Combination and 180 days (pursuant
to FINRA Rule 5110(e)(1)) following the Effective Date to anyone other than (i) the Representative or an Underwriter or selected dealer
in connection with the Offering, or (ii) a bona fide officer or partner, associated person or affiliate of the Representative
or of any such Underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from
applicable securities laws.
1.5.3. Delivery
and Payment. Delivery and payment for the Representative Shares shall be made on or prior to the Closing Date. On such date, the
Company shall deliver to the Representative or its designees, the Representative Shares in book-entry form in the name or names and in
such authorized denominations as the Representative may request.
1.6. Working
Capital. Upon consummation of the Offering, it is intended that approximately $750,000 of the net proceeds from the sale of Units
and Placement Units will be released to the Company and held outside of the Trust Account to fund the working capital requirements of
the Company.
1.7. Interest
Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on
the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any
taxes incurred by the Company and up to $100,000 for dissolution expenses, all as more fully described in the Prospectus (as defined
below).
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1. Filing
of Registration Statement.
2.1.1. Pursuant
to the Act. The Company has filed with the Commission a registration statement and any amendment thereto, on Form S-1 (File No. 333-257623),
including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is
included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of
the Units (and the Common Stock and the Warrants included in the Units) under the Act, which registration statement and amendment or
amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”)
of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General
Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended,
on file with the Commission at the time the registration statement becomes effective, including the prospectus, financial statements,
schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof
as of such time pursuant to Rule 430A of the Regulations, is hereinafter called the “Registration Statement,”
and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of
final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by
the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.”
For purposes of this Agreement, “Applicable Time,” as used in the Act, means [5:00] p.m. New York City time,
on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the
Registration Statement filed on [__], 2022, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior
to the Applicable Time, the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the
terms hereof to file, a Registration Statement pursuant to Rule 462(b) under the Act registering additional securities or an amendment
to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified,
any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration
Statement. Other than the Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, no other document with
respect to the Registration Statement has been filed with the Commission. All of the Public Securities have been registered for public
sale under the Act pursuant to the Registration Statement or, if any Rule 462(b) Registration Statement is filed, will be duly registered
for public sale under the Act with the filing of such Rule 462(b) Registration Statement. The Registration Statement has been declared
effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines
that at the Applicable Time, the Statutory Prospectus includes an untrue statement of a material fact or omits a statement of material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company
and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter
into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers
at the time of entry into the first such new purchase contract.
2.1.2. Pursuant
to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-[__]) providing
for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units,
shares of Common Stock and the Warrants. The registration of the Units, shares of Common Stock and the Warrants under the Exchange Act
has been declared effective by the Commission on the date hereof and the Units, shares of Common Stock and the Warrants have been registered
pursuant to Section 12(b) of the Exchange Act.
2.1.3. No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any federal, state or
other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration
Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s
knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2. Disclosures
in Registration Statement.
2.2.1. 10b-5
Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the
Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration
Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein
in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and
the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements
thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date
or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will
not, include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus,
as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether
filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule
424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary
Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the
Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations
and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty
made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information
furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory
Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information
provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect
to dealers’ concessions and reallowances contained in the [third] paragraph of the section entitled “Underwriting,”
the information with respect to stabilizing transactions contained in the [first and second] paragraphs of the section entitled “Underwriting
- Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters”
(such information, collectively, the “Underwriters’ Information”).
2.2.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Statutory Prospectus and the Prospectus
conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required
to be described in the Registration Statement, the Statutory Prospectus or the Prospectus or to be filed with the Commission as exhibits
to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or
described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred
to in the Registration Statement, Statutory Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material
to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect and is enforceable
against the Company and, to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with
its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and
state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement
or instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry,
any other party is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred
that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s
knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions of such agreements or instruments will
not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating
to environmental laws and regulations.
2.2.3. Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of,
any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation,
except as disclosed in the Registration Statement.
2.2.4. Regulations.
The disclosures in the Registration Statement, the Statutory Prospectus and Prospectus concerning the effects of federal, foreign, state
and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to
state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
2.3. Changes
After Dates in Registration Statement.
2.3.1. No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Statutory
Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the
condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by
the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board
of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken
place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board
of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Statutory Prospectus
and the Prospectus.
2.3.2. Recent
Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Statutory
Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not: (i) issued
any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend
or made any other distribution on or in respect to its share capital.
2.4. Independent
Accountants. MaloneBailey LLP (“MaloneBailey”), whose report is filed with the Commission as part of, and
is included in, the Registration Statement, the Statutory Prospectus, and the Prospectus, are independent registered public accountants
as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including
the rules and regulations promulgated by such entity. To the Company’s knowledge, assuming reasonable inquiry, MaloneBailey is
currently registered with the PCAOB and in good standing. MaloneBailey has not, during the periods covered by the financial statements
included in the Registration Statement, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services,
as such term is used in Section 10A(g) of the Exchange Act.
2.5. Financial
Statements; Statistical Data.
2.5.1. Financial
Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration
Statement, the Statutory Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash
flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity
with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods
involved; and the supporting schedules included in the Registration Statement, the Statutory Prospectus and the Prospectus present fairly
the information required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules
are required to be included or incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus. The
Registration Statement, the Statutory Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements,
obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons
that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results
of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro
forma or as adjusted financial statements which are required to be included in the Registration Statement, the Statutory Prospectus and
the Prospectus in accordance with Regulation S-X or Form 10 that have not been included as so required.
2.5.2. Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus
and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate,
and such data agree with the sources from which they are derived.
2.6. Authorized
Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Statutory Prospectus,
and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,
the Statutory Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Statutory Prospectus,
and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted stock capitalization
set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Statutory Prospectus and the Prospectus,
on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants, or other
rights to purchase or otherwise acquire any authorized but unissued shares of Common Stock or any security convertible into shares of
Common Stock, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible
securities.
2.7. Valid
Issuance of Securities.
2.7.1. Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued
in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.
The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained
in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding securities
of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or exempt
from such registration requirements (based in part on the representations and warranties of the purchasers of such securities).
2.7.2. Public
Securities. The Public Securities and the shares of Common Stock and the Warrants included within the Public Securities have been
duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully
paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the
Public Securities, and the shares of Common Stock and the Warrants included within the Public Securities, are not and will not be subject
to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all
corporate action required to be taken for the authorization, issuance and sale of the Public Securities, and the shares of Common Stock
and the Warrants included in the Public Securities, has been duly and validly taken. The form of certificates for the Public Securities
conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities
conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the
Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to
issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are
enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification
or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for
issuance and upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the
terms thereof, such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the
holders thereof are not and will not be subject to personal liability by reason of being such holders.
2.7.3. Placement
Securities. The Placement Warrants constitute valid and binding obligations of the Company to issue the number and type of securities
of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance
with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under
federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief
may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The
Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Placement
Unit Purchase Agreement and the Warrant Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not
and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject
to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all
corporate action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly
taken. The Placement Securities conform in all material respects to the descriptions thereof contained in the Registration Statement,
the Statutory Prospectus, and the Prospectus, as the case may be.
2.7.4. No
Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities
which are required to be or may be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public
Securities pursuant to the Registration Statement or the Placement Securities in the Unit Private Placement.
2.8. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no holders
of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the
right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration
statement to be filed by the Company.
2.9. Validity
and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1), the Trust Agreement, the Administrative
Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement
(as defined in Section 2.23) and the Placement Unit Purchase Agreement (collectively, the “Transaction Documents”)
have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will
constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms,
except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal,
and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be
subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.10. No
Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company
of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will
not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any
of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of
any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition,
covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement;
(ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation and Bylaws of the Company, each
as may be amended (collectively, the “Charter Documents”); or (iii) violate any existing applicable statute,
law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the
Company or any of its properties, assets or business constituted as of the date hereof.
2.11. No
Defaults; Violations. No default or violation exists in the due performance and observance of any term, covenant or condition of
any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing
an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be
bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision
of its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.
2.12. Corporate
Power; Licenses; Consents.
2.12.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to
conduct its business for the purpose as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The disclosures
in the Registration Statement, the Statutory Prospectus and the Prospectus concerning the effects of foreign, federal, state and local
regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material respects and
do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred
no liabilities other than in connection with its formation and in furtherance of this Offering.
2.12.2. Transactions
Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the
provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection herewith have been obtained.
No consent, authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required
for the valid issuance, sale and delivery, of the Public Securities and the Placement Securities and the consummation of the transactions
and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus
and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated
by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.13. D&O
Questionnaires. All information contained in the questionnaires (“Questionnaires”) completed by each of
the Company’s officers, directors and stockholders (“Insiders”) and provided to the Representative and
its counsel and the biographies of the Insiders contained in the Registration Statement, Statutory Prospectus and the Prospectus (to
the extent a biography is contained) is true and correct and the Company has not become aware of any information which would cause the
information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete.
2.14. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s
knowledge, assuming reasonable inquiry, any Insider or any stockholder or member of an Insider that has not been disclosed, that is required
to be disclosed, in the Registration Statement, the Statutory Prospectus, the Prospectus or the Questionnaires.
2.15. Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of
its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each
jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure
to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business,
operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material
Adverse Effect”).
2.16. No
Contemplation of a Business Combination. The Company has not identified any Business Combination target (each a “Target
Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly,
with any Business Combination target.
2.17. Transactions
Requiring Disclosure to FINRA.
2.17.1. Finder’s
Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting
or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements
or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’
compensation, as determined by FINRA.
2.17.2. Payments
Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person,
as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any
direct or indirect affiliation or association with any FINRA member, within the 180-day period prior to the initial filing of the Registration
Statement, other than the prior payments to the Representative in connection with the Offering. The Company has not issued any warrants
or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or a related
person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration
Statement. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing
date of the Registration Statement has any relationship or affiliation or association with any member of FINRA participating in the Offering.
Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial
filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of
value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a FINRA member, any person associated
with a member (as defined by FINRA rules), any potential underwriters in the Offering and/or any related persons.
2.17.3. FINRA
Affiliation. Other than as disclosed to the Representative, no officer or director or any direct or indirect beneficial owner (including
the Insiders) of any class of the Company’s unregistered securities (whether debt or equity, registered or unregistered, regardless
of the time acquired or the source from which derived) has any direct or indirect affiliation or association with any FINRA member (as
determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and Hogan Lovells if it
learns that any officer or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or
associated person of a FINRA member participating in the Offering.
2.17.4. Share
Ownership. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s
unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities
purchased on the open market).
2.17.5. Loans.
No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered
securities has made a subordinated loan to any member of FINRA participating in the Offering.
2.17.6. Proceeds
of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities
will be paid to any FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating
in the Offering, except as specifically authorized herein.
2.17.7. Conflicts
of Interest. To the Company’s knowledge, assuming reasonable inquiry, no FINRA member intending to participate in the Offering
has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and/or
its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated
debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include
managing agents, syndicate group members and all dealers which are members of FINRA.
2.18. Taxes.
2.18.1. There
are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision
of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by
the Company of the Public Securities.
2.18.2. The
Company has filed all U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the date hereof
in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes shown as due on such
returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent
that any of the foregoing is due and payable. The Company has made appropriate provisions in the applicable financial statements referred
to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods
as to which the tax liability of the Company has not been finally determined.
2.19. Foreign
Corrupt Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1. Foreign
Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the Insiders
or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit
(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of
a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign)
or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or
hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company
to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had
a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations of the
Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company
to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2. Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with
(i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and
reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control
Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations
or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, assuming reasonable inquiry, threatened.
2.19.3. Patriot
Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has violated the Bank Secrecy
Act of 1970, as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to
the Representative or to Hogan Lovells shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.
2.21. Agreements
With Insiders.
2.21.1. Insider
Letter. The Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability
of any indemnification, contribution or non-compete provision may be limited under foreign, federal and state securities laws, and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the
Registration Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree
to certain matters. The Insider Letter shall not be amended, modified or otherwise changed without the prior written consent of the Representative.
2.21.2. Purchase
Agreement. The Sponsor has executed and delivered a Placement Unit Purchase Agreement, the form of which is filed as an exhibit to
the Registration Statement (the “Placement Unit Purchase Agreement”), pursuant to which the Sponsor will, among
other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Units as provided for
in such Placement Unit Purchase Agreement. Pursuant to the Placement Unit Purchase Agreement, (i) the Sponsor has waived any and all
rights and claims each may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Securities,
and (ii) the proceeds from the sale of the Placement Securities will be deposited by the Company in the Trust Account in accordance with
the terms of the Trust Agreement on the Closing Date as provided for in the Placement Unit Purchase Agreement.
2.21.3. Administrative
Support. The Company and the Sponsor have entered into an agreement (“Administrative Support Agreement”)
substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor will make available to the
Company general and administrative services including office space, utilities and secretarial support for the Company’s use for
$10,000 per month payable until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Trust
Account, on the terms and subject to the conditions set forth in the Administrative Support Agreement.
2.21.4. Registration
Rights Agreement. The Company, the Initial Stockholders and the Underwriters have entered into a Registration Rights Agreement (“Registration
Rights Agreement”) substantially in the form filed as an exhibit to the Registration Statement, whereby such parties will
be entitled to certain registration rights with respect to the securities they hold or may hold, as set forth in such Registration Rights
Agreement and described more fully in the Registration Statement, the Statutory Prospectus and the Prospectus.
2.21.5. Loans.
The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”)
pursuant to a promissory note substantially in the form filed as an exhibit to the Registration Statement. The Insider Loans do not bear
any interest and are repayable by the Company on the earlier of March 31, 2022 or the consummation of the Offering.
2.22. Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and
the Unit Private Placement substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the funds held
in the Trust Account may be released under limited circumstances. The Trust Agreement shall not be amended, modified, or otherwise changed
in any way that modifies the rights or obligations of the Company without the prior written consent of the Representative.
2.23. Warrant
Agreement. The Company has entered into a warrant agreement with respect to the Warrants underlying the Units and the Placement Units
and certain other warrants that may be issued by the Company with CST substantially in the form filed as an exhibit to the Registration
Statement (“Warrant Agreement”).
2.24. No
Existing Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any
employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except
as disclosed in the Registration Statement.
2.25. Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after
taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company
Act) or money market funds meeting the conditions of Rule 2a-7 under the Investment Company Act.
2.26. Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Statutory Prospectus and Prospectus will not be required, to register as an “investment
company” under the Investment Company Act.
2.27. Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.
2.28. Related
Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on
the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the
Statutory Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal
advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit
of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration
Statement, the Statutory Prospectus and Prospectus. The Company has not extended or maintained credit, arranged for the extension of
credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.29. No
Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention
of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or
supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
2.30. Sarbanes-Oxley.
The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended,
and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory
entity or agency, that are applicable to it as of the date hereof.
2.31. Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date
and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other
than the Statutory Prospectus and the Prospectus, in each case as supplemented and amended.
2.32. Nasdaq
Stock Market. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory
distribution, on The Nasdaq Global Market (the “Nasdaq”), and the Company knows of no reason or set of facts
that is likely to adversely affect such authorization.
2.33. Board
of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Statutory Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply
with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Nasdaq that are, in each case, applicable
to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Nasdaq.
2.34. Emerging
Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35. No
Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer,
or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act)
connected with the Company in any capacity at the Applicable Time (each, a “Company Covered Person” and, together,
“Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in
Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event
covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject
to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and
has furnished to the Underwriters a copy of any disclosures provided thereunder.
2.36. Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an
issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the
Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage
in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative. The
Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d)
of the Act.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration
Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file
any such amendment or supplement to which the Representative reasonably objects in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
During the time when a Prospectus is required to be delivered under the Act, the Company will use its best efforts to comply with all
requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act, as from
time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the
provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Securities is required
to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel
for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act,
the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate
amendment or supplement in accordance with Section 10 of the Act.
3.2.2. Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission
pursuant to the requirements of Rule 424 of the Regulations.
3.2.3. Exchange
Act Registration. The Company will use its best efforts to maintain the registration of the Public Securities under the provisions
of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective Date, or until
the Company is required to be liquidated or is acquired, if earlier, or, in the case of the Warrants, until the Warrants expire and are
no longer exercisable or have been exercised or redeemed in full. The Company will not deregister the Public Securities under the Exchange
Act without the prior written consent of the Representative.
3.2.4. Exchange
Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and
dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.
3.2.5. Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain
material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder
and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction
over the Company.
3.3. Free-Writing
Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer
free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405.
3.4. Delivery
to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period
when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus
and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement
thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including
exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and
all manually executed consents of certified experts.
3.5. Effectiveness
and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement to remain
effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration
Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus
or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities
commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction
or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for
filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for
any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company,
makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any
changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under
which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend
such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.6. Affiliated
Transactions.
3.6.1. Business
Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i)
the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation
opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s
disinterested and independent directors (if there are any) approve such transaction.
3.6.2. Compensation
to Insiders. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company shall not
pay any of the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior
to, or in connection with, the consummation of a Business Combination.
3.7. Financial
Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain
a financial public relations firm reasonably acceptable to the Representative for a term to be agreed on by the Company and the Representative.
3.8. Reports
to the Representative. For a period of five years from the Effective Date or until such earlier time upon which the Company is required
to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and
its counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally
to holders of any class of its securities, and promptly furnish to the Underwriters, (i) a copy of each periodic report the Company shall
be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company
or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedule 13D, 13G, 14D-1 or 13E-4
received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under
the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of
the Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by the
Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in
connection with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR system
shall be deemed to have been delivered to the Representative pursuant to this Section.
3.9. Transfer
Agent. For a period of five years following the Effective Date or until such earlier time upon which the Company is required to be
liquidated, the Company shall retain a transfer agent and warrant agent acceptable to the Representative. CST is acceptable to the Representative.
3.10. Warrant
Agent. For a period commencing on the Effective Date and ending at least five years from the date of the consummation of the Business
Combination or until such earlier time at which the Company is required to be liquidated or the Warrants cease to be publicly traded,
the Company shall retain a warrant agent acceptable to the Representative. CST is acceptable to the Representative.
3.11. Payment
of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not
paid at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including
but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing
and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Statutory Prospectus
and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement
and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters
in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting background checks of the Company’s
management team, (iv) the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included
in the Units, including any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA
and the reasonable fees of counsel of the Underwriters (not to exceed $100,000) in connection therewith, (vi) fees, costs and expenses
incurred in listing the Securities on the Nasdaq or such other stock exchanges as the Company and the Underwriters together determine,
(vii) all fees and disbursements of the transfer, rights and warrant agent, (viii) all of the Company’s expenses associated with
“due diligence” and “road show” meetings arranged by the Representative and any presentations made available
by way of a net roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all
travel, food and lodging expenses associated with such trips incurred by the Company or such management, (ix) the preparation, binding
and delivery of bound transaction “bibles,” in quantities and form and style reasonably satisfactory to the Representative
and Lucite cube mementos in such quantities as the Representative and the Company may mutually agree, and (x) all other costs and expenses
customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided
for in this Section 3.11. If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable
to the Company on the Closing Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative)
to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach by
the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket
accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel
to the Representative.
3.12. Application
of Net Proceeds. The Company will apply the net proceeds from the Offering and Unit Private Placement and received by it in a manner
consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.13. Delivery
of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which need
not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but
which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive months
beginning after the Effective Date.
3.14. Notice
to FINRA.
3.14.1. Notice
to FINRA. For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any
FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any
other services in connection therewith, the Company will provide the following to FINRA and the Representative prior to the consummation
of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification
as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related
person” with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual. The Company also agrees that, if
required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement
which the Company will file with the Commission in connection with the Business Combination.
3.14.2. FINRA.
The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater
stockholder of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Public
Securities.
3.14.3. Broker/Dealer.
In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become
a member of FINRA, it shall promptly notify FINRA.
3.15. Stabilization.
Neither the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or stockholders (without the
consent of the Representative) has taken and the Company will not take, and has directed its employees, directors and stockholders not
to take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result
in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the
sale or resale of the Units.
3.16. Payment
of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s initial Business Combination,
the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the
Underwriters, in accordance with Section 1.3.
3.17. Internal
Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as
necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii)
access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.18. Accountants.
Until the earlier of five years from the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain MaloneBailey or another independent registered public accounting firm reasonably acceptable to the Representative.
3.19. Form
8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance
sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the
Company of the proceeds of the Offering and the Unit Private Placement. Within four (4) Business Days after the Closing Date, the Company
shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements.
Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file with
the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information to reflect the exercise
of such option.
3.20. Corporate
Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions
contemplated hereby shall have been done to the reasonable satisfaction of the Representative (or its counsel).
3.21. Investment
Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for
in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner so that it will not
become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it shall be engaged in
a business other than that of investing, reinvesting, owning, holding or trading securities.
3.22. Amendments
to Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend
or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in
the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.
3.23. Press
Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date. Notwithstanding
the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required
by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.
3.24. Insurance.
The Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company,
its directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities
or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).
3.25. Electronic
Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but
in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters
in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus,
and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format,
satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units
for at least the period during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose
the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material
cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with
a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible
into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have
continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription
to the Internet as a whole and for on-line time).
3.26. Private
Placement Proceeds. On the Closing Date, the Company shall cause to be deposited $3,263,935 of proceeds from the Unit Private Placement
into the Trust Account, or such other amount such that the amount of the funds in the Trust Account shall be $10.15 per Unit sold in
the Offering. On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional proceeds from the additional
Placement Units sold on the Option Closing Date into the Trust Account such that the amount of funds in the Trust Account shall be $10.15
per Unit sold in the Offering.
3.27. Future
Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private
equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive,
in writing, any rights in or claims against the Trust Account.
3.28. Amendments
to Agreements. The Company shall not amend, modify or otherwise change the Warrant Agreement, Trust Agreement, Registration Rights
Agreement, Placement Unit Purchase Agreement, the Administrative Support Agreement, or the Insider Letter without the prior written consent
of the Representative which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the trustee is required
to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held
in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with
the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without
the prior written consent of the Representative.
3.29. Nasdaq.
Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities
on the Nasdaq or a national securities exchange acceptable to the Representative.
3.30. Reservation
of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable
upon exercise of the Warrants and Placement Warrants outstanding from time to time.
3.31. Notice
of Disqualification Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification
Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event
relating to any Company Covered Person.
3.32. Disqualification
of S-1. Until the earlier of seven years from the date hereof or until the Warrants have either expired and are no longer exercisable
or have all been exercised, the Company will not take any action or actions that prevent or disqualify the Company’s use of Form
S-1 (or other appropriate form) for the registration of the shares of Common Stock issuable upon exercise of the Warrants under the Act.
3.33. Emerging
Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company
at any time prior to the earlier of five years after the consummation of the Company’s initial Business Combination, or the liquidation
of the Trust Account if a Business Combination is not consummated as required by its Charter Documents (the “Termination
Date”).
3.34. Review
of Financial Statements. Until the earlier of five years from the Effective Date or until the liquidation of the Trust Account if
a Business Combination is not consummated by the Termination Date, the Company, at its expense, shall cause its regularly engaged independent
certified public accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters
prior to the announcement of quarterly financial information and the filing of the Company’s Form 10-Q quarterly report.
3.35. Right
of First Refusal. The Company agrees that if the Firm Units are sold in accordance with the terms of this Agreement, the Company
shall grant Representative the right of first refusal to act as the sole book-running managing underwriter and/or sole placement agent,
for any and all future public and private equity, equity linked and debt offerings of the Company, or any successor to or any subsidiary
of the Company. The right of first refusal shall terminate on the earlier of the eighteen (18) month anniversary of the closing of a
Business Combination or the three year anniversary of the Effective Date. If the Representative fails to accept an offer within ten (10)
Business Days after the mailing of a notice containing the material terms of a proposed financing by registered mail or overnight courier
service addressed to the Representative, then the Representative shall have no further claim or right with respect to the financing proposal
contained in such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the preferential
right referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Representative’s
failure to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative
to future proposals.
3.36. Clear
Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, sell, contract to sell, pledge
or grant any option to purchase or otherwise dispose of, directly or indirectly, or submit to, or file with, the Commission a registration
statement under the Act relating to, any Units, Common Stock, Founder Shares, Warrants or any securities convertible into or exercisable
or exchangeable for any Common Stock or Founder Shares or publicly disclose the intention to undertake any of the foregoing, or (ii)
enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Units,
Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Common Stock or Founder
Shares owned, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such securities, in
cash or otherwise, without the prior written consent of the Representative, except, in each case, that the Company may (a) issue and
sell the Placement Units, (b) issue and sell the Option Units on exercise of the option provided for in Section 1.2.2 hereof (if any),
(c) issue and sell the Representative Shares, (d) register with the Commission pursuant to the Registration Rights Agreement, the resale
of the Founder Shares, Representative Shares, the Placement Securities and the warrants and Common Stock underlying the units that may
be issued upon conversion of working capital loans (and any Common Stock issuable upon exercise of the Placement Warrants or warrants
underlying the units issued upon conversion of working capital loans and upon conversion of the Founder Shares) and (e) issue securities
in connection with a Business Combination. However, the preceding clauses (i) and (ii) shall not apply to the forfeiture of any Founder
Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company (as long
as such current or future independent director transferee is subject to the terms of the Insider Letter applicable to directors and officers
at the time of such transfer; and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act is triggered
as a result of such transfer, any related filing includes a practical explanation as to the nature of the transfer). The Representative
in its sole discretion may release or waive the transfer restrictions set forth herein at any time without notice. The Company agrees
not to waive or amend the Insider Letter without the written consent of the Representative.
4. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall
be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the
Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions
hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
4.1. Regulatory
Matters.
4.1.1. Effectiveness
of Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time, on the
date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing
Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and
no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the
part of the Commission for additional information shall have been complied with to the reasonable satisfaction of Hogan Lovells.
4.1.2. FINRA
Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the terms and arrangements
and the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. No
Commission Stop Order. At the Closing Date and on each Option Closing Date, the Commission has not issued any order or threatened
to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted
or, to the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
4.1.4. Nasdaq.
The Securities shall have been approved for listing on the Nasdaq, subject to official notice of issuance and evidence of satisfactory
distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2. Company
Counsel Matters.
4.2.1. Closing
Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall
have received the favorable opinions and negative assurance statements of Becker & Poliakoff LLP, dated the Closing Date or the Option
Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance
satisfactory to the Representative and Hogan Lovells.
4.2.2. Reliance.
In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written
statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the
corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to
the Representative’s counsel if requested.
4.3. Comfort
Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall
have received a letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory
in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative
from MaloneBailey dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:
4.3.1. Confirming
that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations and that
they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus,
Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the
Exchange Act;
4.3.2. Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the
Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations
thereunder;
4.3.3. Stating
that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company
(with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes
of the stockholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other
employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come
to their attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration
Statement, the Statutory Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting
requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent
with that of the audited financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the
Prospectus, or (b) at a date immediately prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there
was any change in the share capital or long-term debt of the Company, or any decrease in the stockholders’ equity of the Company
as compared with amounts shown in the March 15, 2021 balance sheet included in the Registration Statement, the Statutory Prospectus and
the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus
or, if there was any decrease, setting forth the amount of such decrease, and (c) during the period from March 15, 2021 to a specified
date immediately prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there were any changes in revenues,
net earnings (losses) or net earnings (losses) per share of Common Stock, in each case as compared with the Statement of Operations for
the period from February 23, 2021 (inception) through March 15, 2021 included in the Registration Statement, the Statutory Prospectus
and the Prospectus, or, if there was any such change, setting forth the amount of such change;
4.3.4. Setting
forth, at a date not later than five days prior to the Effective Date, the amount of liabilities of the Company (including a break-down
of commercial papers and notes payable to banks);
4.3.5. Stating
that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial
information pertaining to the Company set forth in the Registration Statement, the Statutory Prospectus and the Prospectus in each case
to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records,
including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained
from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination
in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;
4.3.6. Stating
that they have not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable
condition related to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication
of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and
4.3.7. Statements
as to such other matters incident to the transaction contemplated hereby as the Representative or its counsel may reasonably request,
including: (i) that MaloneBailey is registered with the PCAOB; (ii) that MaloneBailey has sufficient assets and insurance to pay for
any liability incurred by it relating to providing the letter; and (iii) that MaloneBailey is not insolvent.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary of the Company
(in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that
the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with
by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth
in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be,
the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative
will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative
may reasonably request.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date or the Option Date, as the case
may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified and are in full force and
effect, (ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement
are in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the
Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its
counsel and the Nasdaq and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall
be attached to such certificate.
4.5. No
Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material
adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities,
financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and
the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or
any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable
decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company,
except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no
proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission,
and (iv) the Registration Statement, the Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain
all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all
material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Statutory Prospectus
nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.
4.6. Delivery
of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.
4.7. Placement
Units. On the Closing Date and the Option Closing Date, as applicable, the Placement Units have been purchased as provided for in
the Placement Unit Purchase Agreement and the requisite portion of the purchase price for such securities specified herein and therein
shall be deposited into the Trust Account.
5. Indemnification
and Contribution.
5.1. Indemnification.
5.1.1. Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners,
members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows:
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(a)
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against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or
several, arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement (or any amendment thereto), or the
omission or alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arising out of any untrue statement
or alleged untrue statement of a material fact included in any preliminary prospectus, Statutory
Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement
to the foregoing), or the omission or alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading;
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(b)
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against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or
several, to the extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental authority, commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission; provided that any such settlement is effected with the written
consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld;
and
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(c)
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against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel),
in investigating, preparing or defending against any litigation, or any investigation or
proceeding by any governmental authority, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or
omission (whether or not a party), to the extent that any such expense is not paid under
(a) or (b) above;
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provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of
any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Underwriters’
Information.
5.1.2. Indemnification
of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (a “Controlling Person”),
against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any
preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement
to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.
5.1.3. Notifications
and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an
indemnifying party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing
a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any
liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to
any indemnified party under the foregoing provision of this Section 5.1 unless, and only to the extent that, such omission results in
the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party
and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent
that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action
from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with
counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its
election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses except
as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with
the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other
charges of such counsel will be at the expense of such indemnified party unless (A) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel)
that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available
to the indemnifying party, (C) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between
the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (D) the indemnifying party has not in fact employed counsel to assume the defense
of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice
of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at
the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of
more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party
or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred.
An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent.
No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry
of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 5 (whether
or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes an express and unconditional
release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising
out of such litigation, investigation, proceeding or claim and (y) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.
5.1.4. Settlement
Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified
party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of
such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed
such indemnified party in accordance with such request prior to the date of such settlement.
5.2. Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company
or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages
(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of,
any action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate
to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits
received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total
net proceeds from the sale of the Units (before deducting expenses) received by the Company bear to the total compensation received by
the Underwriters (before deducting expenses) from the sale of Units on behalf of the Company. If, but only if, the allocation provided
by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate
to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one
hand, and the Underwriters, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability,
expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering.
Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the
intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.2 were to
be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage,
or action in respect thereof, referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2,
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, the
Underwriters shall not be required to contribute any amount in excess of the commissions actually received by it under this Agreement
and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5.2, any person who controls a
party to this Agreement within the meaning of the Act, any affiliates of the respective Underwriters and any officers, directors, partners,
employees or agents of the Underwriters or their respective affiliates, will have the same rights to contribution as that party, and
each director of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution
as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim for contribution may be made under this Section 5.2, will notify
any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties
from whom contribution may be sought from any other obligation it or they may have under this Section 5.2 except to the extent that the
failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is
sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3, no party will be liable for contribution
with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 5.1.3.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm
Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number
of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased
by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default
Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units,
the Representative may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to which such default
relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Units
the Representative does not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further period of one
(1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Units on such
terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm Units to which a default relates
as provided in this Section 6, this Agreement may be terminated by the Representative or the Company without liability on the part of
the Company (except as provided in Sections 3.11, 5 and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof);
provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to
the Company for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the
Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements,
and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the
case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such securities.
7. Additional
Covenants.
7.1. Additional
Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it shall not issue any shares
of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or other securities of the
Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination.
7.2. Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due
diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or
vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently
acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands
that the Company has established the Trust Account, initially in an amount of $76,125,000 (without giving effect to any exercise of the
Over-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on the amounts
held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event they
elect to redeem shares of Common Stock contained in the Public Securities in connection with the consummation of a Business Combination,
(ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter
Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration
of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing
to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title,
interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may
have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibit
A and Exhibit B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval
of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.
7.3. Insider
Letter. The Company shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will
not allow any amendments to, or waivers of, the Insider Letter without the prior written consent of the Representative, which consent
shall not be unreasonably withheld.
7.4. Rule
419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act
prior to the consummation of any Business Combination, including but not limited to using its best efforts to prevent any of the Company’s
outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such
period.
7.5. Tender
Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or their counsel (if so instructed
by the Representative) with 10 copies of all tender offer documents or proxy information and all related material filed with the Commission
in connection with a Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant
to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company shall
furnish any other state in which its initial public offering was registered, such information as may be requested by such state.
7.6. Emerging
Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any
time prior to the completion of the distribution of the Securities within the meaning of the Act.
7.7. Target
Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80%
of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business
(excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the
Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales,
earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business
meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain
an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does
have sufficient fair market value.
8. Representations
and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained
in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date,
if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained
in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the
Underwriters, the Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of
the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh
(7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties
and agreements shall terminate and be of no further force and effect.
9. Effective
Date of This Agreement and Termination Thereof.
9.1. Effective
Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by
the Commission.
9.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international
event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially
disrupt, general securities markets in the United States, or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq
Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum
or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges
for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction,
or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking
moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared
which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by
fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall
have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, or
(vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative
shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material
change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the
Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to
enforce contracts made by the Underwriters for the sale of the Public Securities.
9.3. Expenses.
In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions
contemplated herein shall be governed by Section 3.11 hereof and (ii) the Company shall reimburse the Representative for any costs and
expenses incurred in connection with enforcing any provisions of this Agreement.
9.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election
or termination or failure to carry out the terms of this Agreement or any part hereof.
10. Miscellaneous.
10.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by
hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed and shall
be deemed given when so mailed, delivered or faxed or if mailed, two days after such mailing.
If
to the Representative:
EF
Hutton, division of Benchmark Investments, LLC
590
Madison Avenue
39th
Floor
New
York, NY 10022
Attn.:
Edward Tsuker
E-mail:
etsuker@efhuttongroup.com
Copy
(which copy shall not constitute notice) to:
Hogan
Lovells US LLP
1601
Wewatta St., Suite 900
Denver,
CO 80202
Attn:
David R. Crandall, Esq.
Facsimile:
(303) 899-7333
Email:
david.crandall@hoganlovells.com
If
to the Company:
Genesis
Unicorn Capital Corp.
281
Witherspoon Street, Suite 120
Princeton,
NJ, 08540
Attn:
Samuel Lui, Chief Financial Officer
Email:
samuel.lui@genesisunicorn.com
Copy
(which copy shall not constitute notice) to:
Becker
& Poliakoff LLP
45
Broadway, 17th Floor
New
York, NY 10006
Attn:
Brian C. Daughney, Esq.
Facsimile:
(212) 557-0295
Email:
bdaughney@beckerlawyers.com
10.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
10.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this
Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the selected
dealers, the Company and the Controlling Persons, directors, agents, partners, members, employees and officers referred to in Section
5 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have
any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained.
The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriters.
10.6. Waiver
of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be
commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction,
attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect
to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity
(whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent
permitted by law.
10.7. Submission
to Jurisdiction. Each of the Company and the Representative irrevocably submit to the nonexclusive jurisdiction of any New York State
or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out
of or relating to this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus or the offering of the Securities.
Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now
or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit,
action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon
the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative
waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto.
Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company
agrees that the Underwriters shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to any
action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action
or proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10.8. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
10.9. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient
delivery thereof.
10.10. Waiver.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.11. No
Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement
is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii)
in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the
agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company
with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised
or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth
in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company,
its management, stockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have
undertaken in furtherance of this offering of the Company’s securities, either before or after the date hereof and (v) the Company
has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters
leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company agrees that
it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty
to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they
are each responsible for making their own independent judgment with respect to any such transactions, and that any opinions or views
expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect
to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby
waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect
to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this
Agreement or any matters leading up to such transactions.
[Remainder
of page intentionally left blank]
If
the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement between us.
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Very truly yours,
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GENESIS UNICORN CAPITAL CORP.
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By:
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Name:
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Title:
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Accepted on the date first above written.
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EF Hutton, division of Benchmark Investments, LLC,
as Representative
of the several Underwriters
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By:
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Name:
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Sam
Fleischman
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Title:
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Supervisory
Principal
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[Signature
page to Underwriting Agreement]
SCHEDULE
A
GENESIS
UNICORN CAPITAL CORP.
7,500,000
Units
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Underwriter
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Number of Firm Units
to be Purchased
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EF Hutton, division of Benchmark Investments, LLC
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TOTAL
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7,500,000
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SCHEDULE
B
None.
EXHIBIT
A
FORM
OF TARGET BUSINESS LETTER
GENESIS
UNICORN CAPITAL CORP.
Ladies
and Gentlemen:
Reference
is made to the Final Prospectus of Genesis Unicorn Capital Corp. (the “Company”), dated as of [__], 2022 (the
“Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to
them in Prospectus.
We
have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $76,125,000
for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from
the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation
of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the required
time period set forth in its Certificate of Incorporation as the same may be amended from time to time, or (iii) to the Company after
or concurrently with the consummation of a Business Combination.
For
and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it,
the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust
Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason
whatsoever.
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Print
Name of Target Business
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Authorized
Signature of Target Business
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EXHIBIT
B
FORM
OF VENDOR LETTER
GENESIS
UNICORN CAPITAL CORP.
Ladies
and Gentlemen:
Reference
is made to the Final Prospectus of Genesis Unicorn Capital Corp. (the “Company”), dated as of [__], 2022 (the
“Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to
them in Prospectus.
We
have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $76,125,000
for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”)
and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from
the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation
of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the required
time period set forth in its Certificate of Incorporation as the same may be amended from time to time, or (iii) to the Company after
or concurrently with the consummation of a Business Combination.
For
and in consideration of the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not
have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will
not seek recourse against the Trust Account for any reason whatsoever.
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Print
Name of Vendor
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Authorized
Signature of Vendor
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