Table of Contents
Concessions Act (2018 Revision) of the Cayman Islands, for a period of 30 years from May 17, 2024, no law which is
thereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will
apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or
which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or
other obligations or (ii) by way of the withholding in whole or in part of any relevant payment as defined in the Tax
Concessions Act (2018 Revision).
In addition, prior to the consummation of a business combination, only holders of our Class B ordinary shares will
have the right to vote on the appointment or removal of directors. As result, Nasdaq will consider us to be a “controlled
company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance
standards, a company of which more than 50% of the voting power for the appointment of directors is held by an
individual, group or another company is a “controlled company” and may elect not to comply with certain corporate
governance requirements. We do not currently intend to rely on the “controlled company” exemption, but may do so in
the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of
companies that are subject to all of the Nasdaq corporate governance requirements.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the
“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are
eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with
the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act,
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more
volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of
the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised
accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits
of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the
fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at
least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our
Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 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. References herein to “emerging growth company” will have the meaning associated with it in the JOBS
Act.
Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller
reporting companies may take advantage of certain reduced disclosure obligations, including, among other things,
providing only two years of audited financial statements. We will remain a smaller reporting company until the last day
of the fiscal year in which (i) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250
million as of the prior June 30th, or (ii) our annual revenues equaled or exceeded $100 million during such completed
fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the
prior June 30th.
Status as a Public Company
We believe our structure will make us an attractive business combination partner to target businesses. As an
existing public company, we offer a target business an alternative to the traditional initial public offering through a
merger or other business combination with us. In a business combination transaction with us, the owners of the target
business may, for example, exchange their capital stock, shares or other equity securities in the target business for our