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1、S-1 1 0001986500_s1.htmTable of ContentsAs filed with the U.S.Securities and Exchange Commission on ,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 GRD Biotechnology Acquisition Limited(Exact
2、name of registrant as specified in its charter)Cayman Islands 6770 00-0000000(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)International Biomedical Technology Incubation Park A1-2,No.66 Nanhu R
3、oad,Deyang,Sichuan,China(+86)(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Zhonghua Gaoc/o GRD Biotechnology Acquisition Limited(+86)(Name,address,including zip code,and telephone number,including area code,of ag
4、ent for service)Copies to:Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415under
5、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 checkthe following box and list the Securities Act registration statement number of the earlier effective registration sta
6、tement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-e
7、ffective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box andlist 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,a
8、n accelerated filer,a non-accelerated filer,a smallerreporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer N
9、on-accelerated filer Smaller reporting company Emerging growth company Table of ContentsIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant t
10、o Section 7(a)(2)(B)of the SecuritiesAct.CALCULATION OF REGISTRATION FEE Title of Each Class ofSecurity Being Registered Amount BeingRegistered ProposedMaximumOfferingPricePer Security ProposedMaximumAggregateOfferingPrice Amount ofRegistrationFeeOrdinary shares(2)4,000,000 Shares$10.00(1)$40,000,00
11、0(1)$4,408.00Total$40,000,000$4,408.00 (1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a)under the Securities Act of1933,as amended(the“Securities Act”).(2)Pursuant to Rule 416 under the Securities Act,there are also being registered an indeterminable num
12、ber of additionalsecurities as may be issued to prevent dilution resulting from share sub-divisions,share capitalizations or similartransactions.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall fi
13、le a further amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theRegistration Statement shall become effective on such date as the Securities and Exchange Commission,
14、acting pursuantto said Section 8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.We may not sell thesesecurities until the registration statement filed with the Securities and Exchange Commission is effective.This preliminary prospe
15、ctus is not an offer to sell these securities and it is not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUS Subject to Completion ,2023 GRD Biotechnology Acquisition Limited$40,000,0004,000,000 Ordinary Shares GRD Biotech
16、nology Acquisition Limited is a newly incorporated blank check company,incorporated as a Cayman Islandsexempted company and incorporated for the purpose of effecting a merger,share exchange,asset acquisition,share purchase,reorganization or similar business combination with one or more businesses,wh
17、ich we refer to throughout this prospectus as ourinitial business combination.We have not selected any business combination target and we have not,nor has anyone on ourbehalf,initiated any substantive discussions,directly or indirectly,with any business combination target.While we may pursue aniniti
18、al business combination target in any stage of its corporate evolution of in any industry,sector or geographic location(subjectto certain limitations described in this prospectus),we intend to focus our search in the Asian biotechnology sector.This is an initial public offering of our securities.Eac
19、h ordinary share has an offering price of$10.00.We will provide our publicshareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial businesscombination at a per-share price,payable in cash,equal to the aggregate amount then on deposit in
20、 the trust account describedbelow,calculated as of two business days prior to the consummation of our initial business combination,including interest earnedon the funds held in the trust account and not previously released to us to pay our franchise,income and other tax obligations,netof taxes payab
21、le,divided by the number of then outstanding ordinary shares that were sold in this offering,which we refer tocollectively as our public shares throughout this prospectus,subject to the limitations described herein.If we have not completedour initial business combination within 24 months from the cl
22、osing of this offering,we will redeem 100%of the public shares ata per-share price,payable in cash,equal to the aggregate amount then on deposit in the trust account including interest earned onthe funds held in the trust account and not previously released to us to pay our taxes,net of taxes payabl
23、e(less up to$100,000 ofinterest to pay dissolution expenses),divided by the number of then outstanding public shares,subject to applicable law and asfurther described herein.Currently,there is no public market for our ordinary shares.We intend to apply to list our shares on the National Association
24、ofSecurities Dealers Automated Quotations,or the NASDAQ,under the symbol“CGRD”on or promptly after the date of thisprospectus.We cannot guarantee that our securities will be approved for listing on the NASDAQ.We are an“emerging growth company”and“smaller reporting company”under applicable federal se
25、curities laws andwill be subject to reduced public company reporting requirements.Investing in our securities involves a high degree ofrisk.See the section of this prospectus entitled“Risk Factors”beginning on page 45 for a discussion of information thatshould be considered in connection with an inv
26、estment in our securities.Investors will not be entitled to protectionsnormally afforded to investors in Rule 419 blank check offerings.No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands.Neither the SEC nor any state securities commission has approved
27、or disapproved of these securities or determined if thisprospectus is truthful or complete.Any representation to the contrary is a criminal offense.Per Share TotalPublic offering price$10.00$40,000,000Underwriting discounts and commissions(1)$0.35$1,400,000Proceeds,before expenses,to GRD Biotechnolo
28、gy Acquisition Limited$9.65$38,600,000(1)Includes$0.35 per ordinary share,or$1,400,000 in the aggregate payable to the underwriters for deferred underwritingcommissions to be placed in a trust account located in the United States as described herein.The deferred commissions willbe released to the un
29、derwriters only on completion of an initial business combination,as described in this prospectus.Seethe section of this prospectus entitled“Underwriting”for a description of compensation payable to the underwriters.All of the proceeds we receive from this offering described in this prospectus will b
30、e deposited into a U.S.-based trust account at,with acting as trustee.Except with respect to interest earned on the funds held in the trust account that may be releasedto us to pay our tax obligations,the proceeds from this offering held in the trust account will not be released from the trustaccoun
31、t until the earliest to occur of(a)the completion of our initial business combination,(b)the redemption of any publicshares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles ofassociation(i)to modify the substance or timing of our obli
32、gation to allow redemption in connection with our initial businesscombination or to redeem 100%of our public shares if we do not complete our initial business combination within 24 monthsfrom the closing of this offering or(ii)with respect to any other provisions relating to shareholders rights or p
33、re-initial businesscombination activity and(c)the redemption of our public shares if we have not completed our business combination within 24months from the closing of this offering,subject to applicable law.The proceeds deposited in the trust account could becomesubject to the claims of our credito
34、rs,if any,which could have priority over the claims of our public shareholders.The underwriters are offering the shares for sale on a firm commitment basis.The underwriters expect to deliver the shares to thepurchasers on or about ,2023.Sole Book-Running ManagerLead Manager ,2023 Table of ContentsWe
35、 are responsible for the information contained in this prospectus.We have not authorizedanyone to provide you with different information,and neither we nor the underwriters takeresponsibility for any other information others may give to you.We are not,and the underwritersare not,making an offer to s
36、ell securities in any jurisdiction where the offer or sale is notpermitted.You should not assume that the information contained in this prospectus is accurate asof any date other than the date on the front of this prospectus or the date specified herein.TABLE OF CONTENTS Summary 1 Proposed business
37、2 The offering 14 Cautionary note regarding forward-looking statements and risk factor summary 43 Risk factors 45 Use of proceeds 89 Dividend policy 94 Dilution 95 Capitalization 97 Managements discussion and analysis of financial condition and results of operations 98 Proposed business 106 Manageme
38、nt 139 Principal shareholders 153 Certain relationships and related party transactions 156 Description of securities 160 United States federal income tax considerations 185 Underwriting 196 Legal matters 204 Experts 204 Where you can find additional information 204 Index to financial statements F-1
39、TrademarksThis prospectus contains references to trademarks and service marks belonging to other entities.Solely forconvenience,trademarks and trade names referred to in this prospectus may appear without the or TM symbols,but such references are not intended to indicate,in any way,that the applicab
40、le licensor will not assert,to the fullestextent under applicable law,its rights to these trademarks and trade names.We do not intend our use or display ofother companies trade names,trademarks or service marks to imply a relationship with,or endorsement orsponsorship of us by,any other companies.Ta
41、ble of Contents SummaryThis summary only highlights the more detailed information appearing elsewhere in this prospectus.As this is asummary,it does not contain all of the information that you should consider in making an investment decision.Youshould read this entire prospectus carefully,including
42、the information under the section of this prospectus entitled“Risk Factors”and our financial statements and the related notes included elsewhere in this prospectus,beforeinvesting.Unless otherwise stated in this prospectus,or the context otherwise requires,references to:“amended and restated memoran
43、dum and articles of association”are to the amended and restatedmemorandum and articles of association that we will adopt prior to the consummation of this offering;“company,”“our,”“we”or“us”are to GRD Biotechnology Acquisition Limited;“Companies Act”are to the Companies Act(As Revised)of the Cayman
44、Islands as the same may be amendedfrom time to time;“equity-linked securities”are to any securities of our company that are convertible into or exchangeable orexercisable for,ordinary shares of our company;“founder shares”are to our ordinary shares owned by our CEO prior to this offering;“initial sh
45、areholders”are to holders of our founder shares prior to this offering;“management”or our“management team”are to our officers and directors(including our director nomineesthat will become directors in connection with the consummation of this offering);“ordinary resolution”are to a resolution adopted
46、 by the affirmative vote of at least a majority of the votes castby the holders of the issued shares present in person or represented by proxy at a general meeting of thecompany and entitled to vote on such matter or a resolution approved in writing by all of the holders of theissued shares entitled
47、 to vote on such matter;“public shares”are to ordinary shares sold in this offering(whether they are purchased in this offering orthereafter in the open market);“public shareholders”are to the holders of our public shares,including our initial shareholders and membersof our management team to the ex
48、tent our initial shareholders and/or members of our management teampurchase public shares,provided that each initial shareholders and member of our management teams statusas a“public shareholder”shall only exist with respect to such public shares;“special resolution”are to a resolution adopted by th
49、e affirmative vote of at least a two-thirds(2/3)majority(or such higher threshold as specified in our amended and restated memorandum and articles of association)of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and en
50、titled to vote on such matter or a resolutionapproved in writing by all of the holders of the issued shares entitled to vote on such matter;“specified future issuance”are to an issuance of a class of equity or equity-linked securities to certainpurchasers,which may include affiliates of our manageme
51、nt team,that we may determine to make inconnection with financing our initial business combination;Table of ContentsProposed businessOverviewWe are a newly organized,blank check company incorporated as a Cayman Islands exempted company andincorporated for the purpose of effecting a merger,share exch
52、ange,asset acquisition,share purchase,reorganizationor similar business combination with one or more businesses,which we refer to throughout this prospectus as ourinitial business combination.We have not selected any business combination target and we have not,nor has anyoneon our behalf,initiated a
53、ny substantive discussions,directly or indirectly,with any business combination target.While we may pursue an initial business combination target in any stage of its corporate evolution of in any industry,sector or geographic location(subject to certain limitations described in this prospectus),we i
54、ntend to focus oursearch in the Asian biotechnology sector.We intend to source initial business combination opportunities through our management teams extensive network ofbiotechnology sector business owners,public and private company executives and board members,investmentbankers,private equity and
55、 debt investors,high net worth families and their advisors,commercial bankers,attorneys,management consultants,accountants and other transaction intermediaries.We believe this approach,aswell as our management teams recognized track record of completing acquisitions across a variety of subsectors wi
56、thin the biotechnology sector will provide meaningfulopportunities to drive value creation for shareholders.Our directors have significant experience with acquisitions,divestitures and corporate strategy and implementation,as well as the public markets,which we believe will meaningfully benefit us a
57、s we evaluate potential initial businesscombinations,as well as after completing an initial business combination,to the extent they remain on our board ofdirectors following the completion of our initial business combination.Our management teamOur management team(in addition to our director nominees
58、 discussed below)includes Zhonghua Gao,ourChairman and Chief Executive Officer;and Meimei Xiao,our Chief Financial Officer and Director.These membersof our management team each bring over 20 years of operating and transactional experience as well as a broadindustry network that encompasses a wide ar
59、ray of subsectors within the biotechnology sector.We believe ourmanagement team has complementary skills and experience relevant to our target market,as well as a track recordof working together and providing creative solutions for complex transactions,which we believe represents acompetitive advant
60、age.This experience is supplemented with an in-depth network of relationships that extend tocorporations across the biotechnology sector as well as private equity firms.Our management team has experience in:sourcing,structuring,acquiring,financing and selling biotechnology businesses;2Table of Conte
61、nts operating companies as senior executives and active board members,and setting clear and effective businessstrategies for companies in the biotechnology sector;leveraging strategic insight from their mergers and acquisitions and capital structuring experience based ondebt and equity capital execu
62、tions;and deploying a broad value creation toolkit including identifying value enhancements and delivering operatingefficiency.Zhonghua Gao serves as our Chairman and Chief Executive Officer.He has more than 20 years of experience inbiotechnology,human cell and gene biological testing,and general he
63、alth.He has a certain influence in relatedindustries.He has served as Dean of the Gene Technology Research Institute,Chairman of ZhongjianlianBiotechnology Co.,Ltd.,and Chairman of Sichuan Gaorunde Biotechnology Co.,Ltd.He graduated from SichuanNormal University with a bachelors degree,a masters deg
64、ree in business administration,an EMBA degree fromTsinghua University,and he is a graduate student at Peking University.Meimei Xiao serves as our Chief Financial Officer and Director.She has more than 20 years of financial workexperience,is familiar with financial accounting standards,tax laws,finan
65、cial statement analysis and other theoriesand skills,and has good analysis,decision making,communication and coordination skills.She is the financialdirector of a company listed on the Shanghai stock exchange and is currently the financial director of SichuanGaorunde Biotechnology Co.,Ltd.Our indepe
66、ndent director nomineesOur executive management teams efforts to seek a suitable business combination target will be complemented andaugmented by the expertise and network of relationships of our director nominees.We believe that our access to andaffiliation with our director nominees represents a c
67、ompetitive advantage.Xiaoning Nie,who has agreed to serve as a director following the completion of this offering,has a broad andprofessional investment vision,a deep understanding of and professional skills in the biotechnology industry,andhas published professional papers in the field of biomedici
68、ne in many academic journals.He has participated in anumber of research and development projects in the field of biotechnology.Mr.Nie graduated from Henan Instituteof Science and Technology and is currently studying for a masters degree at the National University of thePhilippines.Xue Zhang,who has
69、agreed to serve as a director following the completion of this offering,is familiar withcompany law,contract law and other relevant legal fields,has skills in financial statement analysis,and has her ownunique understanding of investment and capital operation.She has work experience in science and t
70、echnologyrelated fields.Ms.Zhang graduated from the Sichuan Tourism Institute.Junjie Cheng,who has agreed to serve as a director following the completion of this offering,has served as thetechnical director of biotechnology companies for several years.She has rich experience and professionalknowledg
71、e in the field of cell therapy and clinical research.Ms.Cheng graduated from Sichuan AgriculturalUniversity and studied biological science.Market opportunityOur focus will be on the Asian biotechnology sector.We believe the market opportunity is both highly diverse andlarge,across many subsectors of
72、 biotechnology including medical devices,especially in the region of China.We believe the market opportunity is both highly diverse and large.This is a broad and diverse market that is veryfragmented.Companies differ through a combination of technology,innovation,technical know-how,customerrelations
73、hips and value-added services.3Table of ContentsThis sector is rapidly evolving due to technology and companies are continually searching for ways to improveproductivity,lower costs and reduce their impact on the environment.As seen in many other sectors of the economy,technology is playing a larger
74、 and larger role in driving these strategic priorities.This disruptive technology includesbut is not limited to,the proliferation of sensors,automation,robotics,computer vision,edge computing,artificialintelligence(AI),machine learning,analytics,industrial internet of things(IIoT),augmented reality(
75、AR),virtualreality(VR),autonomous material handling,optimized supply chain management,alternative material 3D printing,industrial software as a service(SaaS)and real time inventory tracking.We believe these changes,along with otherglobal macro trends such as the drive for sustainability and energy t
76、ransition generally,are going to createopportunities in the biotechnology space and we are well positioned to capture those opportunities to the benefit ofour shareholders.Business strategyOur business strategy is to identify and complete a business combination with a company in the biotechnologysec
77、tor that demonstrates significant growth potential and/or value creation opportunities for our shareholders.Identified target companies may demonstrate the characteristics set out under“Our Acquisition Criteria”below.Webelieve our management teams operational,financial and transaction experience in
78、good and bad economicenvironments,along with our deep understanding of the biotechnology sector will allow us to effectively andefficiently identify and evaluate potential opportunities for our initial business combination.Moreover,we believeour collective relationships and operational credibility,w
79、ill facilitate deal flow and resonate with the management,customers and owners of prospective target companies.To achieve a successful initial business combination,our management team will leverage their experience andnetwork in the sector and their data analysis proficiency to quickly identify a co
80、mpany with a strong competitive position,that can benefit from being a public company to execute its growthstrategy and create value.We believe our targeted sector focus and our management teams background andexperience will make us an attractive partner for strong management teams and owners lookin
81、g to enter the nextphase of business growth.Following the completion of this offering,we intend to begin the process of communicating with the network ofrelationships of our management team and their affiliates to articulate the parameters for our search for a potentialinitial business combination t
82、arget and begin the process of pursuing and reviewing potential opportunities.Our acquisition criteriaConsistent with our business strategy,we expect to identify companies that have compelling growth potential and acombination of the following characteristics.We will use these criteria and guideline
83、s in evaluating acquisitionopportunities,but we may decide to enter our initial business combination with a target business that does not meetthese criteria and guidelines.We seek to acquire companies or assets with a significant share of the followingcharacteristics:Biotechnology businesses.We will
84、 seek businesses that are in or may enter the biotechnology sector wherebusinesses can benefit from our management teams deep operational experience and vast network of industryrelationships.Additionally,our operational and financial experience in the sector will allow us to effectivelyevaluate the
85、soundness of a potential targets business plans,management executional capabilities andpotential impact of future industry trends.Our management teams collective profile enables us to conductdiligence efficiently,rapidly assess opportunities and identify value creation opportunities for oursharehold
86、ers;Solid financial performance with financial visibility.We will seek businesses with either proven orattractive future financial performance,or the near-term opportunity to buttress profitable revenue streams,improve financial performance,and generate strong,sustainable cash flow;4Table of Content
87、s Strong competitive position and growth potential.We will seek businesses that have intellectual property,brand value or innovation in segments that can create growth opportunities or higher profitability compared totheir competitors;Established management teams.We will seek businesses that have es
88、tablished,competent managementteams that can benefit from our teams experience and networks;Consolidation opportunities.We will seek businesses that could serve as a solid foundation for industryconsolidations and roll-ups;COVID-impacted businesses.The global pandemic has left previously strong busi
89、nesses,with otherwisesolid business plans,in a fragile operational state with limited liquidity options.We can utilize our equitycapital,along with our management teams operational,financial and industry experience,to stabilize thecapital structure and revenue base of such businesses;Entrepreneurs/u
90、nnatural owners.We will seek businesses that are owned by entrepreneurs and/orunnatural owners that are looking for a partner with our expertise and background to help execute the nextstage of their growth;and Can benefit from being a public company.We will seek businesses that can benefit from bein
91、g a publiccompany,including broader access to equity and debt capital markets,the public profile associated with beinga publicly-traded company and increased governance discipline as compared to being private.These criteria and guidelines are not intended to be exhaustive.Any evaluation relating to
92、the merits of a particularinitial business combination may be based,to the extent relevant,on these general criteria and guidelines as well asother considerations,factors,criteria and guidelines that our management may deem relevant.In the event that wedecide to enter into our initial business combi
93、nation with a target business that does not meet the above criteria andguidelines,we will disclose that the target business does not meet the above criteria and guidelines in ourshareholder communications related to our initial business combination,which,as discussed in this prospectus,would be in t
94、he form of tender offer documents or proxy solicitation materials that we would file with the SEC.Our acquisition processIn evaluating a prospective target business,we expect to conduct a thorough due diligence review which mayencompass,among other things,meetings with incumbent management and emplo
95、yees,document reviews,inspection of facilities,as well as a review of financial and other information that will be made available to us.Wewill also utilize our operational and capital allocation experience.We are not prohibited from pursuing an initial business combination with a business that is af
96、filiated with ourofficers or directors.In the event we seek to complete our initial business combination with a business that isaffiliated with our officers or directors,we,or a committee of independent directors,will obtain an opinion from anindependent investment banking firm that is a member of t
97、he Financial Industry Regulatory Authority,or FINRA,oran independent accounting firm that our initial business combination is fair to our company from a financial point ofview.Members of our management team will directly or indirectly own founder shares following this offering and,accordingly,may ha
98、ve a conflict of interest in determining whether a particular target business is an appropriatebusiness with which to effectuate our initial business combination.Further,each of our officers and directors mayhave a conflict of interest with respect to evaluating a particular business combination if
99、the retention or resignationof any such officers and directors is included by a target business as a condition to our initial business combination.We currently have not selected a target business with which to consummate our initial business combination.Each of our officers and directors presently h
100、as,and any of them in the future may have additional,fiduciary orcontractual obligations to other entities.We do not believe,however,that the fiduciary duties or contractualobligations of our officers or directors will materially affect our ability complete our business combination.Our5Table of Cont
101、entsamended and restated memorandum and articles of association will provide that we renounce our interest in anycorporate opportunity offered to any director or officer unless such opportunity is expressly offered to such personsolely in his or her capacity as a director or officer of our company a
102、nd such opportunity is one we are legally andcontractually permitted to undertake and would otherwise be reasonable for us to pursue.Initial business combinationOur initial business combination must be with one or more operating businesses or assets with a fair market valueequal to at least 80%of th
103、e net assets held in the trust account(net of amounts disbursed to management for workingcapital purposes,if permitted,and excluding the amount of any deferred underwriting discount).The requirementthat the target business or businesses together have an aggregate fair market value equal to at least
104、80%of the assetsheld in the trust account will be set forth in our amended and restated memorandum and articles of association,andwill continue to apply to us even if our securities are no longer listed on the NASDAQ.If our board is not able toindependently determine the fair market value of the tar
105、get business or businesses,we will obtain an opinion froman independent investment banking firm that is a member of FINRA or an independent accounting firm with respectto the satisfaction of such criteria.We anticipate structuring our initial business combination so that the post-transaction company
106、 in which our publicshareholders own or acquire shares will own or acquire 100%of the outstanding equity interests or assets of thetarget 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 int
107、erests or assets of the target business in order tomeet certain objectives of the target management team or shareholders or for other reasons.However,we will onlycomplete such business combination if the post-transaction company owns or acquires 50%or more of theoutstanding voting securities of the
108、target or otherwise acquires a controlling interest in the target business sufficientfor it not to be required to register as an investment company under the Investment Company Act of 1940,asamended,or the Investment Company Act.Even if the post-transaction company owns or acquires 50%or more ofthe
109、outstanding voting securities of the target,our shareholders prior to our initial business combination maycollectively own a minority interest in the post-transaction company,depending on valuations ascribed to the targetand us in our initial business combination transaction.For example,we could pur
110、sue a transaction in which we issuea substantial number of new shares in exchange for all of the outstanding capital stock of a target,or issue asubstantial number of new shares to third-parties in connection with financing our initial business combination.Insuch cases,we would acquire a 100%control
111、ling interest in the target.However,as a result of the issuance of asubstantial number of new shares,our shareholders immediately prior to our initial business combination could ownless than a majority of our outstanding shares subsequent to our initial business combination.If less than 100%ofthe ou
112、tstanding 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 by us is what will bevalued for purposes of the 80%of net assets test.If our initial business combination
113、 involves more than one targetbusiness,the 80%of net assets test will be based on the aggregate value of all of the target businesses and we willtreat the target businesses together as the initial business combination for purposes of a tender offer or for seekingshareholder approval,as applicable.Co
114、rporate informationOur executive offices are located at International Biomedical Technology Incubation Park A1-2,No.66 NanhuRoad,Deyang,Sichuan,China and our telephone number is(+86).Upon completion of this offering,our corporate website address will be .Our website and the information co
115、ntained on,or that can beaccessed through,the website is not deemed to be incorporated by reference in,and is not considered part of,thisprospectus or the registration statement of which this prospectus forms a part.You should not rely on any suchinformation in making your decision whether to invest
116、 in our securities.We are an exempted company incorporated in the Cayman Islands.Exempted companies are Cayman Islandscompanies conducting business mainly outside the Cayman Islands and,as such,are exempted from complying withcertain provisions of the Companies Act.As an exempted company,we have obt
117、ained a tax exemption undertakingfrom the Cayman Islands government that,in accordance with Section 6 of the Tax Concessions Act(As Revised)of6Table of Contentsthe Cayman Islands,for a period of 20 years from the date of the undertaking,no law which is enacted in theCayman Islands imposing any tax t
118、o be levied on profits,income,gains or appreciations will apply to us or ouroperations and,in addition,that no tax to be levied on profits,income,gains or appreciations or which is in thenature of estate duty or inheritance tax will be payable(i)on or in respect of our shares,debentures or otherobli
119、gations or(ii)by way of the withholding in whole or in part of a payment of dividend or other distribution ofincome or capital by us to our shareholders or a payment of principal or interest or other sums due under a debentureor other obligation of us.We are an“emerging growth company,”as defined in
120、 Section 2(a)of the Securities Act of 1933,as amended,or theSecurities Act,as modified by the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.As such,we areeligible to take advantage of certain exemptions from various reporting requirements that are applicable to otherpublic companies th
121、at are not“emerging growth companies”including,but not limited to,not being required tocomply 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 a
122、nd proxystatements,and exemptions from the requirements of holding a non-binding advisory vote on executivecompensation and shareholder approval of any golden parachute payments not previously approved.If someinvestors find our securities less attractive as a result,there may be a less active tradin
123、g market for our securities andthe 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 ofthe extended transition period provided in Section 7(a)(2)(B)of the Securities Act for complying with new orrevi
124、sed accounting standards.In other words,an“emerging growth company”can delay the adoption of certainaccounting standards until those standards would otherwise apply to private companies.We intend to take advantageof the benefits of this extended transition period.We will remain an emerging growth co
125、mpany until the earlier of(1)the last day of the fiscal year(a)following thefifth 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 ourordi
126、nary shares that are held by non-affiliates equals or exceeds$700 million as of the end of that years secondfiscal quarter;and(2)the date on which we have issued more than$1.00 billion in non-convertible debt securitiesduring the prior three-year period.References herein to“emerging growth company”s
127、hall have the meaningassociated 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 reportingcompanies may take advantage of certain reduced disclosure obligations,including,among other things,providingonly two years of audited
128、 financial statements.We will remain a smaller reporting company until the last day of thefiscal year in which(1)the market value of our ordinary shares held by non-affiliates equals or exceeds$250 millionas of the end of that years second fiscal quarter,and(2)our annual revenues equaled or exceeded
129、$100 millionduring such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds$700 million as of the end of that years second fiscal quarter.The offeringIn making your decision on whether to invest in our securities,you should take into account not
130、only thebackgrounds of the members of our management team,but also the special risks we face as a blank check companyand the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the SecuritiesAct.You will not be entitled to protections normally afforded to inv
131、estors in Rule 419 blank check offerings.Youshould carefully consider these and the other risks set forth in the section of this prospectus entitled“Risk Factors.”Securities offered4,000,000 ordinary shares,at$10.00 per share Proposed NASDAQ symbolCGRD Trading commencementThe shares will begin tradi
132、ng on or promptly after thedate of this prospectus.Number outstanding before this offering3,000,000 ordinary shares 7Table of ContentsNumber outstanding after this offering7,000,000 ordinary shares(1)Founder sharesIn June 2023,our CEO purchased 3,000,000 foundershares for an aggregate purchase price
133、 of$7,500.Priorto that,we had no assets,tangible or intangible.The founder shares are identical to the ordinary sharesbeing sold in this offering,except that:the founder shares are subject to certain transferrestrictions,as described in more detail below;our officers and directors have entered into
134、a letteragreement with us,pursuant to which they haveagreed to waive(i)their redemption rights withrespect to any founder shares and any public sharesheld by them in connection with the completion ofour initial business combination,(ii)theirredemption rights with respect to any foundershares and any
135、 public shares held by them inconnection with a shareholder vote to approve anamendment to our amended and restatedmemorandum and articles of association(A)tomodify the substance or timing of our obligation toallow redemption in connection with our initialbusiness combination or to redeem 100%of our
136、public shares if we have not completed our initialbusiness combination within 24 months from theclosing of this offering or(B)with respect to anyother8Table of Contents provision relating to shareholders rights or pre-initial business combination activity and(iii)theirrights to liquidating distribut
137、ions from the trustaccount with respect to any founder shares held bythem if we fail to complete our initial businesscombination within 24 months from the closing ofthis offering or during any extended time that wehave to consummate a business combination beyond24 months as a result of a shareholder
138、 vote to amendour amended and restated memorandum and articlesof association(an“Extension Period”),although theywill be entitled to liquidating distributions from thetrust account with respect to any public shares theyhold if we fail to complete our initial businesscombination within the prescribed
139、time frame.If wesubmit our initial business combination to our publicshareholders for a vote,we will complete our initialbusiness combination only if we obtain the approvalof an ordinary resolution under Cayman Islands law,which requires the affirmative vote of a majority ofthe shareholders who atte
140、nd and vote at a generalmeeting of the company;Our officers and directors have agreed to vote anyfounder shares and any public shares held by themin favor of our initial business combination.As aresult,in addition to their founder shares,we wouldneed 500,001,or 7.14%(assuming all outstandingshares a
141、re voted),or 0,or 0%(assuming only theminimum number of shares representing a quorumare voted),of the 4,000,000 public shares sold inthis offering to be voted in favor of a transaction inorder to have our initial business combinationapproved;and the founder shares are subject to registration rights.
142、Transfer restrictions on founder sharesOur initial shareholders have agreed not to transfer,assign or sell any of their founder shares until the earlierto occur of:(A)one year after the completion of ourinitial business combination and(B)subsequent to ourinitial business combination,(x)if the last r
143、eported saleprice of the9Table of Contents ordinary shares equals or exceeds$12.00 per share(as adjusted for share sub-divisions,share capitalizations,reorganizations,recapitalizations and the like)for any 20 trading days within any 30-trading day periodcommencing at least 150 days after our initial
144、 business combination,or(y)the date on which we complete aliquidation,merger,share exchange,reorganization or other similar transaction that results in all of ourshareholders having the right to exchange their ordinary shares for cash,securities or other property(except asdescribed herein under the
145、section of this prospectus entitled“Principal ShareholdersRestrictions on Transfers ofFounder Shares”).We refer to such transfer restrictions throughout this prospectus as the lock-up.Proceeds to be held in trust accountThe net proceeds of this offering,$40,000,000,or$10.00 per unit will be placed i
146、nto a U.S.-based trustaccount at,with acting as trustee.The funds inthe trust account will be invested only in specified U.S.government treasury bills or in specified money marketfunds.Except with respect to interest earned on the funds heldin the trust account that may be released to us to pay ourt
147、ax obligations,the proceeds from this offering will notbe released from the trust account until the earliest of(a)the completion of our initial business combination,(b)the redemption of any public shares properly submitted inconnection with a shareholder vote to amend ouramended and restated memoran
148、dum and articles ofassociation(i)to modify the substance or timing of ourobligation to allow redemption in connection with ourinitial business combination or to redeem 100%of ourpublic shares if we do not complete our initial businesscombination within 24 months from the closing of thisoffering or(i
149、i)with respect to any other provisionsrelating to shareholders rights or pre-initial businesscombination activity and(c)the redemption of ourpublic shares if we have not completed our initialbusiness combination within 24 months from the closingof this offering,subject to applicable law.Shareholders
150、who do not exercise their rights to the funds inconnection with an amendment to our amended andrestated memorandum and articles of association wouldstill have rights to the funds in connection with asubsequent business combination.The proceedsdeposited in the trust account could become subject tothe
151、 claims of our creditors,if any,which could havepriority over the claims of our public shareholders.10Table of ContentsAnticipated expenses and funding sourcesExcept as described above with respect to the paymentof taxes and in connection with redemptions of ourpublic shares in connection with certa
152、in amendments toour amended and restated memorandum and articles ofassociation,unless and until we complete our initialbusiness combination,no proceeds held in the trustaccount will be available for our use.The proceeds heldin the trust account will be invested only in U.S.government securities with
153、 a maturity of 185 days orless or in money market funds meeting certainconditions under Rule 2a-7 under the InvestmentCompany Act which invest only in direct U.S.government treasury obligations.We will disclose ineach quarterly and annual report filed with the SECprior to our initial business combin
154、ation whether theproceeds deposited in the trust account are invested inU.S.government treasury obligations or money marketfunds or a combination thereof.Unless and until we complete our initial businesscombination,we may pay our expenses only from any loans or additional investments from themembers
155、 of our management team or their affiliatesor other third parties,although they are under noobligation to advance funds to,or invest in,us,andprovided that any such loans will not have any claimon the proceeds held in the trust account unless suchproceeds are released to us upon completion of ourini
156、tial business combination.Conditions to completing our initial business combination There is no limitation on our ability to raise fundsprivately,including pursuant to any specified futureissuance,or through loans in connection with our initialbusiness combination.Our initial business combinationmus
157、t be with one or more operating businesses or assetswith a fair market value equal to at least 80%of the netassets held in the trust account(net of amountsdisbursed to management for working capital purposes,if permitted,and excluding the amount of any deferredunderwriting discount).The requirement
158、that the targetbusiness or businesses together have an aggregate fairmarket value equal to at least 80%of the assets held inthe trust account will be set forth in our amended andrestated memorandum and articles of association,andwill continue to apply to us even if our securities are nolonger listed
159、 on the NASDAQ.If our board is not able to independently determine thefair market value of the target business or businesses,wewill obtain an opinion from an independent investmentbanking firm that is a member of FINRA or anindependent accounting firm with respect to thesatisfaction of such criteria
160、.We anticipate structuringour initial business combination so that the post-transaction company in which our public shareholdersown or acquire shares will own or acquire 100%of theoutstanding equity interests or assets of the targetbusiness or businesses.11Table of Contents We may,however,structure
161、our initial businesscombination such that the post-transaction companyowns or acquires less than 100%of such interests orassets of the target business in order to meet certainobjectives of the target management team orshareholders or for other reasons.However,we will onlycomplete such business combi
162、nation if the post-transaction company owns or acquires 50%or more ofthe outstanding voting securities of the target orotherwise acquires a controlling interest in the targetbusiness sufficient for it not to be required to register asan investment company under the Investment CompanyAct.Even if the
163、post-transaction company owns oracquires 50%or more of the outstanding votingsecurities of the target,our shareholders prior to ourinitial business combination may collectively own aminority interest in the post-transaction company,depending on valuations ascribed to the target and us inour initial
164、business combination transaction.If less than100%of the outstanding equity interests or assets of atarget business or businesses are owned or acquired bythe post-transaction company,the portion of suchbusiness or businesses that is owned or acquired by us iswhat will be valued for purposes of the 80
165、%of netassets test,provided that in the event that the businesscombination involves more than one target business,the80%of net assets test will be based on the aggregatevalue of all of the target businesses and we will treat thetarget businesses together as the initial businesscombination for purpos
166、es of a tender offer or for seekingshareholder approval,as applicable.Permitted purchases of,and other transactions with respectto,our securities by our affiliatesIf we seek shareholder approval of our initial businesscombination and we do not conduct redemptions inconnection with our initial busine
167、ss combinationpursuant to the tender offer rules,our initialshareholders,directors,officers,advisors or12Table of Contents their affiliates may purchase public shares in privatelynegotiated transactions or in the open market either priorto or following the completion of our initial businesscombinati
168、on,although they are under no obligation todo so.There is no limit on the number of securities ourdirectors,officers,advisors or their affiliates maypurchase in such transactions,subject to compliancewith applicable law and the rules of the NASDAQ.Anysuch price per share may be different than the am
169、ountper share a public shareholder would receive if it electedto redeem its shares in connection with our initialbusiness combination.Additionally,at any time at orprior to our initial business combination,subject toapplicable securities laws(including with respect tomaterial nonpublic information),
170、our initialshareholders,directors,officers,advisors or theiraffiliates may enter into transactions with investors andothers to provide them with incentives to acquire publicshares,vote their public shares in favor of our initialbusiness combination or not redeem their public shares.However,they have
171、 no current commitments,plans orintentions to engage in such transactions and have notformulated any terms or conditions for any suchtransactions.Such persons will be subject to restrictionsin making any such purchases when they are inpossession of any material non-public information or ifsuch purch
172、ases are prohibited by Regulation M underthe Securities Exchange Act of 1934,as amended,or theExchange Act.We do not currently anticipate that suchpurchases,if any,would constitute a tender offer subjectto the tender offer rules under the Exchange Act or agoing-private transaction subject to the goi
173、ng-privaterules under the Exchange Act;however,if thepurchasers determine at the time of any such purchasesthat the purchases are subject to such rules,thepurchasers will be required to comply with such rules.Subsequent to the consummation of this offering,wewill adopt an insider trading policy whic
174、h will requireinsiders to refrain from purchasing our securities duringcertain blackout periods and when they are in possessionof any material non-public information and to clear alltrades with our legal counsel prior to execution.We cannot currently determine whether our insiders willmake such purc
175、hases pursuant to a Rule 10b5-1 plan,assuch purchases will be dependent upon several factors,including,but not limited to,the timing and size of suchpurchases.Depending on such circumstances,ourinsiders may either make such purchases pursuant to aRule 10b5-1 plan or determine that such a plan is not
176、necessary.Redemption rights for public shareholders uponcompletion of our initial business combinationWe will provide our public shareholders with theopportunity to redeem all or a portion of their publicshares upon the completion of our initial businesscombination at a per-share price,payable in ca
177、sh,equalto the aggregate amount then on deposit in the trustaccount,calculated as of two business days prior to theconsummation of our initial business combination,including interest earned on the funds held in the trustaccount and not previously released to us to pay our taxobligations,net of taxes
178、 payable,divided by the numberof then outstanding public shares,subject to thelimitations described herein.The amount in the trustaccount is initially anticipated to be$10.00 per publicshare.The per-share amount we will distribute toinvestors who properly redeem their shares will not bereduced by th
179、e deferred underwriting commissions wewill pay to the underwriters.The redemption rights willinclude the requirement that a beneficial holder mustidentify itself in order to validly redeem its shares.Ourofficers and directors have entered into a letteragreement with us,pursuant to which they have ag
180、reedto waive(i)their redemption rights with respect to anyfounder shares and any public shares held by them inconnection with the completion of our initial business combinationand(ii)their redemption rights with respect to anyfounder shares and any public shares held by them inconnection with a shar
181、eholder vote to approve anamendment to our amended and restated memorandumand articles of association(A)to modify the substanceor timing of our obligation to allow redemption inconnection with our initial business combination or to redeem 100%of our public shares if we have notcompleted our initial
182、business combination within 24months from the closing of this offering or(B)withrespect to any other provision relating to shareholdersrights or pre-initial business combination activity.Manner of conducting redemptionsWe will provide our public shareholders with theopportunity to redeem all or a po
183、rtion of their publicshares upon the completion of our initial businesscombination either(i)in connection with a generalmeeting called to approve the business combination or(ii)by means of a tender offer.Except as required byapplicable law or stock exchange rule,the decision as towhether we will see
184、k shareholder approval of aproposed business combination or will allowshareholders to sell their shares to us in a tender offerwill be made by us,solely in our discretion,and will bebased on a variety of factors,such as the timing of thetransaction and whether the terms of the transactionwould other
185、wise require us to seek shareholderapproval.Asset acquisitions and share purchases wouldnot typically require shareholder approval,while directmergers with our company where we do not survive andany transactions where we issue more than 20%of ouroutstanding ordinary shares or seek to amend ouramende
186、d and restated memorandum and articles ofassociation would typically require shareholderapproval.We intend to conduct redemptions without ashareholder vote pursuant to the tender offer rules of theSEC unless shareholder approval is required byapplicable law or stock exchange listing requirements orw
187、e choose to seek shareholder approval for business orother reasons.If a shareholder vote is not required and we do notdecide to hold a shareholder vote for business or otherreasons,we will,pursuant to our amended and restatedmemorandum and articles of association:13Table of Contents conduct the rede
188、mptions pursuant to Rule 13e-4 andRegulation 14E of the Exchange Act,whichregulate issuer tender offers,and file tender offer documents with the SEC prior tocompleting our initial business combination whichcontain substantially the same financial and otherinformation about the initial business combi
189、nation and the redemption rights as isrequired under Regulation 14A of the ExchangeAct,which regulates the solicitation of proxies.Upon the public announcement of our initial businesscombination,if we elect to conduct redemptionspursuant to the tender offer rules,we will terminate anyplan establishe
190、d in accordance with Rule 10b5-1 underthe Exchange Act to purchase the ordinary shares in theopen market,in order to comply with Rule 14e-5 underthe Exchange Act.In the event that we conduct redemptions pursuant to thetender offer rules,our offer to redeem will remain openfor at least 20 business da
191、ys,in accordance with Rule14e-1(a)under the Exchange Act,and we will not bepermitted to complete our initial business combinationuntil the expiration of the tender offer period.Inaddition,the tender offer will be conditioned on publicshareholders not tendering more than a specified numberof public s
192、hares,which number will be based on therequirement that we will only redeem our public sharesso long as(after such redemption)our net tangible assetswill be at least$5,000,001 either immediately prior to orupon consummation of our initial business combinationand after payment of underwriters fees an
193、dcommissions(so that we do not then become subject tothe SECs“penny stock”rules)or any greater nettangible asset or cash requirement which may becontained in the agreement relating to our initialbusiness combination.If public shareholders tendermore shares than we have offered to purchase,we willwit
194、hdraw the tender offer and not complete the initialbusiness combination,and instead may search for analternate business combination.If,however,shareholder approval of the transaction isrequired by law or stock exchange listing requirements,or we decide to obtain shareholder approval for businessor o
195、ther reasons,we will:conduct the redemptions in conjunction with aproxy solicitation pursuant to Regulation 14A of theExchange Act,which regulates the solicitation ofproxies,and not pursuant to the tender offer rules,and 14Table of Contents file proxy materials with the SEC.If we seek shareholder ap
196、proval,we will complete ourinitial business combination only if we obtain theapproval of an ordinary resolution under CaymanIslands law,which requires the affirmative vote of amajority of the shareholders who attend and vote at ageneral meeting of the company.Our officers anddirectors will count tow
197、ards this quorum and haveagreed to vote any founder shares and any public sharesheld by them in favor of our initial businesscombination.For purposes of seeking approval of themajority of our outstanding ordinary shares voted,non-votes will have no effect on the approval ofour initial business combi
198、nation once a quorum isobtained.As a result,in addition to their founder shares,we would need 500,001,or 7.14%(assuming alloutstanding shares are voted),or 0,or 0%(assumingonly the minimum number of shares representing aquorum are voted),of the 4,000,000 public shares soldin this offering to be vote
199、d in favor of a transaction inorder to have our initial business combination approved.We intend to give approximately 30 days(but not lessthan 10 days nor more than 60 days)prior written noticeof any such meeting,if required,at which a vote shall betaken to approve our initial business combination.T
200、hesequorum and voting thresholds,and the votingagreements of our officers and directors,may make itmore likely that we will consummate our initial businesscombination.Each public shareholder may elect toredeem its public shares without voting,and if they dovote,irrespective of whether they vote for
201、or against theproposed transaction.We may require our public shareholders seeking toexercise their redemption rights,whether they are recordholders or hold their shares in“street name,”to eithertender their certificates to our transfer agent prior to thedate set forth in the tender offer documents m
202、ailed tosuch holders,or up to two business days prior to the voteon the proposal to approve our initial businesscombination in the event we distribute proxy materials,or to deliver their shares to the transfer agentelectronically.We believe that this will allow15Table of Contents our transfer agent
203、to efficiently process any redemptions without the need for further communication or actionfrom the redeeming public shareholders,which could delay redemptions and result in additional administrativecost.If the proposed business combination is not approved and we continue to search for a target comp
204、any,we willpromptly return any certificates delivered,or shares tendered electronically,by public shareholders who elected toredeem their shares.Our amended and restated memorandum and articles ofassociation will provide that we will only redeem ourpublic shares so long as(after such redemption)our
205、nettangible assets will be at least$5,000,001 eitherimmediately prior to or upon consummation of ourinitial business combination and after payment ofunderwriters fees and commissions(so that we do notthen become subject to the SECs“penny stock”rules)or any greater net tangible asset or cash requirem
206、entwhich may be contained in the agreement relating to ourinitial business combination.For example,the proposedbusiness combination may require:(i)cashconsideration to be paid to the target or its owners,(ii)cash to be transferred to the target for workingcapital or other general corporate purposes
207、or(iii)the retention of cash to satisfy otherconditions in accordance with the terms of the proposedbusiness combination.In the event the aggregate cashconsideration we would be required to pay for allordinary shares that are validly submitted forredemption plus any amount required to satisfy cashco
208、nditions pursuant to the terms of the proposedbusiness combination exceed the aggregate amount ofcash available to us,we will not complete the businesscombination or redeem any shares,and all ordinaryshares submitted for redemption will be returned to theholders thereof,and instead may search for an
209、 alternatebusiness combination.Limitation on redemption rights of shareholders holdingmore than 15%of the shares sold in this offering if wehold shareholder voteNotwithstanding the foregoing redemption rights,if weseek shareholder approval of our initial businesscombination and we do not conduct16Ta
210、ble of Contents redemptions in connection with our initial business combination pursuant to the tender offer rules,our amendedand restated memorandum and articles of association will provide that a public shareholder,together with anyaffiliate of such shareholder or any other person with whom such s
211、hareholder 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 tomore than an aggregate of 15%of the shares sold in this offering,without our prior consent.We believe therestriction described above will discou
212、rage shareholders from accumulating large blocks of shares,and subsequentattempts by such holders to use their ability to redeem their shares as a means to force us or our management topurchase their shares at a significant premium to the then-current market price or on other undesirable terms.Absen
213、t this provision,a public shareholder holding more than an aggregate of 15%of the shares sold in thisoffering could threaten to exercise its redemption rights against a business combination if such holders shares arenot purchased by us or our management at a premium to the then-current market price
214、or on other undesirableterms.By limiting our shareholders ability to redeem to no more than 15%of the shares sold in this offering,webelieve we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability tocomplete our initial business combination,particularl
215、y in connection with a business combination with a target thatrequires as a closing condition that we have a minimum net worth or a certain amount of cash.However,we wouldnot be restricting our shareholders ability to vote all of their shares(including all shares held by those shareholdersthat hold
216、more than 15%of the shares sold in this offering)for or against our initial business combination.Redemption rights in connection with proposedamendments to our amended and restated memorandumand articles of associationSome other blank check companies have a provision intheir memorandum and articles
217、which prohibits theamendment of certain provisions.Our amended andrestated memorandum and articles of association willprovide that any of its provisions related to pre-businesscombination activity(including the requirement todeposit proceeds of this offering17Table of Contents into the trust account
218、 and not release such amountsexcept in specified circumstances,and to provideredemption rights to public shareholders as describedherein)may be amended if approved by specialresolution adopted by the affirmative vote of at least atwo-thirds(2/3)majority,and corresponding provisionsof the trust agree
219、ment governing the release of fundsfrom our trust account may be amended if approved byholders of at least 65%of our ordinary shares entitled tovote thereon.We may not issue additional securities thatwould entitle the holders thereof,prior to our initialbusiness combination,to(1)receive funds from t
220、he trustaccount or(2)vote as a class with our public shares(a)on any initial business combination or(b)to approvean amendment to our amended and restatedmemorandum and articles of association.Our initialshareholder,who will beneficially own 42.9%of ourordinary shares upon the closing of this offerin
221、g(assuming they do not purchase any shares in thisoffering),may participate in any vote to amend ouramended and restated memorandum and articles ofassociation and/or trust agreement and will have thediscretion to vote in any manner they choose.Ourofficers,and directors have agreed,pursuant to a lett
222、eragreement with us(filed as an exhibit to the registrationstatement of which this prospectus forms a part),thatthey will not propose any amendment to our amendedand restated memorandum and articles of association(A)to modify the substance or timing of our obligationto allow redemption in connection
223、 with our initialbusiness combination or to redeem 100%of our publicshares if we have not completed our initial businesscombination within 24 months from the closing of thisoffering or(B)with respect to any other provisionrelating to shareholders rights or pre-initial businesscombination activity,un
224、less we provide our publicshareholders with the opportunity to redeem their publicshares upon approval of any such amendment at a per-share price,payable in cash,equal to the aggregateamount then on deposit in the trust account,includinginterest(which interest shall be net of taxes payable)divided b
225、y the number ofthen outstanding public shares.Our officers anddirectors have entered into a letter agreement with us pursuant to which they haveagreed to waive(i)their redemption rights with respectto any founder shares and any public shares held bythem in connection with the completion of our initi
226、albusiness combination,and(ii)their redemption rightswith respect to any founder shares and any public sharesheld by them in connection with a shareholder vote toapprove an amendment to our amended and restatedmemorandum and articles of association(A)to modifythe substance or timing of our obligatio
227、n to allowredemption in connection with our initial businesscombination or to redeem 100%of our public shares ifwe have not completed our initial business combinationwithin 24 months from the closing of this offering or(B)with respect to any other provision relating toshareholders rights or pre-init
228、ial business combinationactivity.18Table of ContentsRelease of funds in trust account on closing of our initialbusiness combinationOn the completion of our initial business combination,all amounts held in the trust account will be disburseddirectly by the trustee or released to us to pay amountsdue
229、to any public shareholders who properly exercisetheir redemption rights as described above adjacent to“Redemption rights for public shareholders uponcompletion of our initial business combination,”to paythe underwriters their deferred underwritingcommissions,to pay all or a portion of the considerat
230、ionpayable to the target or owners of the target of our initialbusiness combination and to pay other expensesassociated with our initial business combination.If ourinitial business combination is paid for using equity ordebt,or not all of the funds released from the trustaccount are used for payment
231、 of the consideration inconnection with our initial business combination or usedfor redemption of our public shares,we may apply thebalance of the cash released to us from the trust accountfor general corporate purposes,including formaintenance or expansion of operations of post-transaction business
232、es,the payment of principal orinterest due on indebtedness incurred in completing ourinitial business combination,to fund the purchase ofother assets,companies or for working capital.Redemption of public shares and distribution andliquidation if no initial business combinationOur amended and restate
233、d memorandum and articles ofassociation will provide that we will have only 24months from the closing of this offering to complete ourinitial business combination.If we have not completedour initial business combination within such time periodor during any Extension Period,we will:(i)cease alloperat
234、ions except for the purpose of winding up,(ii)aspromptly as reasonably possible but not more than tenbusiness days thereafter,redeem the public shares,at aper-share price,payable in cash,equal to the aggregateamount then on deposit in the trust account includinginterest earned on the funds held in t
235、he trust account andnot previously released to us to pay our taxes,net oftaxes payable(less up to$100,000 of interest to paydissolution expenses),divided by the number of thenoutstanding public shares,which redemption willcompletely extinguish public shareholders rights asshareholders(including the
236、right to receive furtherliquidating distributions,if any),and(iii)as promptly asreasonably possible following such redemption,subjectto the approval of our remaining shareholders and ourboard of directors,dissolve and liquidate,subject in eachcase to our obligations under Cayman Islands law toprovid
237、e for claims of creditors and the requirements ofother applicable law.Our officers and directors have waived their rights toliquidating distributions from the trust account withrespect to any founder shares held by them if we fail tocomplete our initial business combination within 24months from the
238、closing of this offering or during anyExtension Period.However,if our officers or directorsacquire public shares in or after this offering,they willbe entitled to liquidating distributions from the trustaccount with respect to such public shares if we fail tocomplete our initial business combination
239、 within theallotted time period.The underwriters have agreed to waive their rights totheir deferred underwriting commission held in 19Table of Contents the trust account in the event we do not complete our initial business combination and subsequently liquidate and,in such event,such amounts will be
240、 included with the funds held in the trust account that will be available to fundthe redemption of our public shares.Limited payments to insidersThere will be no finders fees,reimbursements or cashpayments made by us to our officers or directors,or ouror their affiliates,for services rendered to us
241、prior to orin connection with the completion of our initial businesscombination.However,the following payments will bemade to our officers or directors,or our or theiraffiliates,none of which will be made from the proceedsof this offering held in the trust account prior to thecompletion of our initi
242、al business combination:Reimbursement for any out-of-pocket expensesrelated to identifying,investigating and completingan initial business combination;and Repayment of loans which may be made by certainof our officers and directors to finance transactioncosts in connection with an intended initial b
243、usinesscombination.The terms of such loans have not beendetermined nor have any written agreements beenexecuted with respect thereto.Our audit committee will review on a quarterly basis allpayments that were made by us to our officers ordirectors,or our or their affiliates.Audit CommitteeWe will est
244、ablish and maintain an audit committee,which will be composed entirely of independentdirectors to,among other things,monitor compliancewith the terms described above and the other termsrelating to this offering.If any noncompliance isidentified,then the audit committee will be charged withthe respon
245、sibility to immediately take all actionnecessary to rectify such noncompliance or otherwise tocause compliance with the terms of this offering.Formore information,see the section of this prospectusentitled“ManagementCommittees of the Board ofDirectorsAudit Committee.”20Table of ContentsConflicts of
246、InterestEach of our officers and directors presently has,and anyof them in the future may have additional,fiduciary orcontractual obligations to other entities.We do notbelieve,however,that the fiduciary duties or contractualobligations of our officers or directors will materiallyaffect our ability
247、complete our business combination.Our amended and restated memorandum and articles ofassociation will provide that to the fullest extentpermitted by applicable law:(i)no individual serving asa director or an officer shall have any duty,except and tothe extent expressly assumed by contract,to refrain
248、 fromengaging directly or indirectly in the same or similar business activities or lines of business asus;and(ii)we renounce any interest or expectancy in,orin being offered an opportunity to participate in,anypotential transaction or matter which may be a corporateopportunity for any director or of
249、ficer unless suchopportunity is expressly offered to such person solely inhis or her capacity as a director or officer of ourcompany and such opportunity is one we are legally andcontractually permitted to undertake and wouldotherwise be reasonable for us to pursue.RisksWe are a newly formed company
250、 that has conducted no operations and has generated no revenues.Until wecomplete our initial business combination,we will have no operations and will generate no operating revenues.Inmaking your decision whether to invest in our securities,you should take into account not only the background ofour m
251、anagement team,but also the special risks we face as a blank check company.This offering is not beingconducted in compliance with Rule 419 promulgated under the Securities Act.Accordingly,you will not be entitledto protections normally afforded to investors in Rule 419 blank check offerings.For addi
252、tional informationconcerning how Rule 419 blank check offerings differ from this offering,please see the section of this prospectusentitled“Proposed BusinessComparison of This Offering to Those of Blank Check Companies Subject to Rule419.”You should carefully consider these and the other risks set f
253、orth in the section of this prospectus entitled“RiskFactors.”21Table of Contents Cautionary note regarding forward-looking statements and riskfactor summaryCertain statements in this prospectus may constitute“forward-looking statements”for purposes of the federalsecurities laws.Our forward-looking s
254、tatements include,but are not limited to,statements regarding our or ourmanagement teams expectations,hopes,beliefs,intentions or strategies regarding the future.In addition,anystatements that refer to projections,forecasts or other characterizations of future events or circumstances,includingany un
255、derlying 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
256、 wordsdoes not mean that a statement is not forward-looking.Forward-looking statements contained in this prospectus arebased on our current expectations and beliefs concerning future developments and their potential effects on us.Therecan be no assurance that future developments affecting us will be
257、 those that we have anticipated.These forward-looking statements involve a number of risks,uncertainties(some of which are beyond our control)or otherassumptions that may cause actual results or performance to be materially different from those expressed or impliedby these forward-looking statements
258、.These risks and uncertainties include,but are not limited to,the followingrisks,uncertainties and other factors:our being a newly formed company with no operating history and no revenues;our ability to select an appropriate target business or businesses in the biotechnology sector;our ability to co
259、mplete our initial business combination;our expectations around the performance of the prospective target business or businesses;our success in retaining or recruiting,or changes required in,our officers,key employees or directorsfollowing our initial business combination;our officers and directors
260、allocating their time to other businesses and potentially having conflicts of interestwith our business or in approving our initial business combination;our potential ability to obtain additional financing to complete our initial business combination;our pool of prospective target businesses in the
261、biotechnology sector;risks associated with acquiring an operating company or business in the biotechnology sector;our ability to consummate an initial business combination due to the uncertainty resulting from events such asterrorist attacks,natural disasters or a significant outbreak of other infec
262、tious diseases;the ability of our officers and directors to generate a number of potential business combination opportunities;our public securities potential liquidity and trading;the lack of a market for our securities;the use of proceeds not held in the trust account or available to us from intere
263、st income on the trust accountbalance;the trust account not being subject to claims of third parties;or our financial performance following this offering;and the other risks and uncertainties discussed in the section of this prospectus entitled“Risk Factors”andelsewhere in this prospectus.22Table of
264、 ContentsShould 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 undertakeno obligation to update or revise any forward-looking statements,
265、whether as a result of new information,futureevents or otherwise,except as may be required under applicable securities laws.23Table of Contents Risk factorsAn investment in our securities involves a high degree of risk.You should consider carefully all of the risksdescribed below,together with the o
266、ther information contained in this prospectus,before making a decision to investin our shares.If any of the following events occur,our business,financial condition and operating results may bematerially adversely affected.In that event,the trading price of our securities could decline,and you could
267、lose allor part of your investment.Risks relating to our search for,and consummation of or inability to consummate,a business combinationOur public shareholders may not be afforded an opportunity to vote on our initial proposedbusiness combination,which means we may complete our initial business com
268、bination eventhough a majority of our public shareholders do not support such a combination.We may not hold a shareholder vote to approve our initial business combination unless the business combinationwould require shareholder approval under applicable law or stock exchange listing requirements or
269、if we decide tohold a shareholder vote for business or other reasons.Except as required by applicable law or stock exchange rule,the decision as to whether we will seek shareholder approval of a proposed business combination or will allowshareholders to sell their shares to us in a tender offer will
270、 be made by us,solely in our discretion,and will be basedon a variety of factors,such as the timing of the transaction and whether the terms of the transaction wouldotherwise require us to seek shareholder approval.Accordingly,we may complete our initial business combinationeven if holders of a majo
271、rity of our public shares do not approve of the business combination we complete.Pleasesee the section of this prospectus entitled“Proposed BusinessShareholders May Not Have the Ability to Approveour Initial Business Combination”for additional information.If we seek shareholder approval of our initi
272、al business combination,our officers and directorshave agreed to vote in favor of such initial business combination,regardless of how our publicshareholders vote.Our officers and directors have agreed to vote any founder shares and any public shares held by them in favor of ourinitial business combi
273、nation.As a result,in addition to their founder shares,we would need 500,001,or 7.14%(assuming all outstanding shares are voted),or 0,or 0%(assuming only the minimum number of shares representinga quorum are voted),of the 4,000,000 public shares sold in this offering to be voted in favor of a transa
274、ction in orderto have our initial business combination approved.Our initial shareholders will own shares representing about42.9%of our outstanding ordinary shares immediately following the completion of this offering.Accordingly,if weseek shareholder approval of our initial business combination,it i
275、s more likely that the necessary shareholderapproval will be received than would be the case if our officers and directors agreed to vote their founder shares inaccordance with the majority of the votes cast by our public shareholders.Your only opportunity to affect the investment decision regarding
276、 a potential businesscombination will be limited to the exercise of your right to redeem your shares from us for cash,unless we seek shareholder approval of the business combination.At the time of your investment in us,you will not be provided with an opportunity to evaluate the specific merits orri
277、sks of any target businesses.Since our board of directors may complete a business combination without seekingshareholder approval,public shareholders may not have the right or opportunity to vote on the businesscombination.Accordingly,if we do not seek shareholder approval,your only opportunity to a
278、ffect the investmentdecision regarding a potential business combination may be limited to exercising your redemption rights within theperiod of time(which will be at least 20 business days)set forth in our tender offer documents mailed to our publicshareholders in which we describe our initial busin
279、ess combination.24Table of ContentsThe ability of our public shareholders to redeem their shares for cash may make our financialcondition unattractive to potential business combination targets,which may make it difficult forus to enter into a business combination with a target.We may seek to enter i
280、nto a business combination transaction agreement with a prospective target that requires as aclosing condition that we have a minimum net worth or a certain amount of cash.If too many public shareholdersexercise their redemption rights,we would not be able to meet such closing condition and,as a res
281、ult,would not beable to proceed with the business combination.Furthermore,we will only redeem our public shares so long as(aftersuch redemption)our net tangible assets will be at least$5,000,001 either immediately prior to or uponconsummation of our initial business combination and after payment of
282、underwriters fees and commissions(so thatwe do not then become subject to the SECs“penny stock”rules)or any greater net tangible asset or cashrequirement which may be contained in the agreement relating to our initial business combination.Consequently,ifaccepting all properly submitted redemption re
283、quests would cause us to not meet such net tangible asset condition,we would not proceed with such redemption and the related business combination and may instead search for analternate business combination.Prospective targets will be aware of these risks and,thus,may be reluctant to enterinto a bus
284、iness combination transaction with us.The ability of our public shareholders to exercise redemption rights with respect to a largenumber of our shares may not allow us to complete the most desirable business combination oroptimize our capital structure.At the time we enter into an agreement for our
285、initial business combination,we will not know how manyshareholders may exercise their redemption rights,and therefore will need to structure the transaction based on ourexpectations as to the number of shares that will be submitted for redemption.If our initial business combinationagreement requires
286、 us to use a portion of the cash in the trust account to pay the purchase price,or requires us tohave a minimum amount of cash at closing,we will need to reserve a portion of the cash in the trust account to meetsuch requirements,or arrange for third-party financing.In addition,if a larger number of
287、 shares is submitted forredemption than we initially expected,we may need to restructure the transaction to reserve a greater portion of thecash in the trust account or arrange for third-party financing.Raising additional third-party financing may involvedilutive equity issuances or the incurrence o
288、f indebtedness at higher than desirable levels.The above considerationsmay limit our ability to complete the most desirable business combination available to us or optimize our capitalstructure.The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted foran
289、y shares that are redeemed in connection with a business combination.The per-share amount we will distribute toshareholders who properly exercise their redemption rights will not be reduced by the deferred underwritingcommission and after such redemptions,the per-share value of shares held by non-re
290、deeming shareholders willreflect our obligation to pay the deferred underwriting commissions.The ability of our public shareholders to exercise redemption rights with respect to a largenumber of our shares could increase the probability that our initial business combination wouldbe unsuccessful and
291、that you would have to wait for liquidation in order to redeem your shares.If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay thepurchase price,or requires us to have a minimum amount of cash at closing,the probability that our initial
292、businesscombination would be unsuccessful is increased.If our initial business combination is unsuccessful,you would notreceive your pro rata portion of the trust account until we liquidate the trust account.If you are in need of immediateliquidity,you could attempt to sell your shares in the open m
293、arket;however,at such time our shares may trade at adiscount to the pro rata amount per share in the trust account.In either situation,you may suffer a material loss onyour investment or lose the benefit of funds expected in connection with our redemption until we liquidate or youare able to sell yo
294、ur shares in the open market.The requirement that we complete our initial business combination within the prescribed timeframe may give potential target businesses leverage over us in negotiating a businesscombination and may limit the time we have in which to conduct due diligence on potentialbusin
295、ess combination targets,in particular as we approach our dissolution deadline,which couldundermine our ability to complete our initial business combination on terms that would producevalue for our shareholders.25Table of ContentsAny potential target business with which we enter into negotiations con
296、cerning a business combination will beaware that we must complete our initial business combination within 24 months from the closing of this offering.Consequently,such target business may obtain leverage over us in negotiating a business combination,knowing thatif we do not complete our initial busi
297、ness combination with that particular target business,we may be unable tocomplete our initial business combination with any target business.This risk will increase as we get closer to the endof the timeframe described above.In addition,we may have limited time to conduct due diligence and may enteri
298、nto our initial business combination on terms that we would have rejected upon a more comprehensiveinvestigation.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 wo
299、uldredeem our public shares and liquidate,in which case our public shareholders may only receive$10.00 per share,or less than such amount in certain circumstances.Our officers and directors have agreed that we must complete our initial business combination within 24 monthsfrom the closing of this of
300、fering.We may not be able to find a suitable target business and complete our initialbusiness combination within such time period.Our ability to complete our initial business combination may benegatively impacted by general market conditions,volatility in the capital and debt markets and the other r
301、isksdescribed herein.If we have not completed our initial business combination within such time period or during anyExtension Period,we will:(i)cease all operations except for the purpose of winding up,(ii)as promptly asreasonably possible but not more than ten business days thereafter,redeem the pu
302、blic 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 thefunds held in the trust account and not previously released to us to pay our taxes,net of taxes payable(less up to$100,000 of interest to pay dissolutio
303、n expenses),divided by the number of then outstanding public shares,whichredemption will completely extinguish public shareholders rights as shareholders(including the right to receivefurther liquidating distributions,if any),and(iii)as promptly as reasonably possible following such redemption,subje
304、ct to the approval of our remaining shareholders and our board of directors,dissolve and liquidate,subject ineach case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements ofother applicable law.In such case,our public shareholders may only receive$10.0
305、0 per share.In certaincircumstances,our public shareholders may receive less than$10.00 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-shareredemption amount received by shareholders may be
306、less than$10.00 per share”and other risk factors in thissection.If we are unable to complete an initial business combination within the 24-month period,we may seek anamendment to our amended and restated memorandum and articles of association to extend the period of time wehave to complete an initia
307、l business combination beyond 24 months.Our amended and restated memorandum andarticles of association will require that such an amendment be approved by a special resolution.If we seek shareholder approval of our initial business combination,our directors,officers,advisors or their affiliates may e
308、nter into certain transactions,including purchasing shares fromthe public,which may influence the outcome of a proposed business combination and reduce thepublic“float”of our securities.If we seek shareholder approval of our initial business combination and we do not conduct redemptions inconnection
309、 with our initial business combination pursuant to the tender offer rules,our directors,officers,advisorsor their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior toor following the completion of our initial business combination,although t
310、hey are under no obligation to do so.Sucha purchase may include a contractual acknowledgement that such shareholder,although still the record holder of ourshares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.In theevent that our directors,office
311、rs,advisors or their affiliates purchase shares in privately negotiated transactions frompublic shareholders who have already elected to exercise their redemption rights,such selling shareholders would berequired to revoke their prior elections to redeem their shares.Additionally,at any time at or p
312、rior to our initialbusiness combination,subject to applicable26Table of Contentssecurities laws(including with respect to material nonpublic information),our initial shareholders,directors,officers,advisors or their affiliates may enter into transactions with investors and others to provide them wit
313、hincentives to acquire public shares,vote their public shares in favor of our initial business combination or notredeem their public shares.However,they have no current commitments,plans or intentions to engage in suchtransactions and have not formulated any terms or conditions for any such transact
314、ions.The purpose of any suchtransaction could be to(1)vote such shares in favor of the initial business combination and thereby increase thelikelihood of obtaining shareholder approval of the initial business combination or(2)satisfy a closing condition inan agreement with a target that requires us
315、to have a minimum net worth or a certain amount of cash at the closing ofour initial business combination,where it appears that such requirement would otherwise not be met.This mayresult in the completion of our initial business combination that may not otherwise have been possible.In addition,if su
316、ch purchases are made,the public“float”of our ordinary shares and the number of beneficialholders of our securities may be reduced,possibly making it difficult to obtain or maintain the quotation,listing ortrading of our securities on a national securities exchange.If a shareholder fails to receive
317、notice of our offer to redeem our public shares in connection withour 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 co
318、nnectionwith our initial business combination.Despite our compliance with these rules,if a shareholder fails to receive ourtender offer or proxy materials,as applicable,such shareholder may not become aware of the opportunity to redeemits shares.In addition,the tender offer documents or proxy materi
319、als,as applicable,that we will furnish to holders ofour public shares in connection with our initial business combination will describe the various procedures that mustbe complied with in order to validly tender or redeem public shares.For example,we may require our publicshareholders seeking to exe
320、rcise 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 offerdocuments mailed to such holders,or up to two business days prior to the vote on the proposal to
321、 approve thebusiness combination in the event we distribute proxy materials,or to deliver their shares to the transfer agentelectronically.In the event that a shareholder fails to comply with these or any other procedures,its shares may notbe redeemed.See the section of this prospectus entitled“Prop
322、osed BusinessRedemption Rights for PublicShareholders upon Completion of our Initial Business CombinationTendering Share Certificates in Connectionwith a Tender Offer or Redemption Rights.”You will not be entitled to protections normally afforded to investors of many other blank checkcompanies.Since
323、 the net proceeds of this offering are intended to be used to complete an initial business combination with atarget business that has not been selected,we may be deemed to be a“blank check”company under the UnitedStates securities laws.However,because we will have net tangible assets in excess of$5,
324、000,000 upon thesuccessful completion of this offering and will file a Current Report on Form 8-K,including an audited balancesheet demonstrating this fact,we are exempt from rules promulgated by the SEC to protect investors in blank checkcompanies,such as Rule 419.Accordingly,investors will not be
325、afforded the benefits or protections of those rules.Among other things,this means our shares will be immediately tradable and we will have a longer period of time tocomplete our initial business combination than do companies subject to Rule 419.Moreover,if this offering weresubject to Rule 419,that
326、rule would prohibit the release of any interest earned on funds held in the trust account tous unless and until the funds in the trust account were released to us in connection with our completion of an initialbusiness combination.For a more detailed comparison of our offering to offerings that comp
327、ly with Rule 419,pleasesee the section of this prospectus entitled“Proposed BusinessComparison of This Offering to Those of BlankCheck Companies Subject to Rule 419.”Because of our limited resources and the significant competition for business combinationopportunities,it may be more difficult for us
328、 to complete our initial business combination.If we27Table of Contentsare unable to complete our initial business combination,our public shareholders may receive onlyapproximately$10.00 per share on our redemption of our public shares,or less than such amountin certain circumstances.We expect to enc
329、ounter intense competition from other entities having a business objective similar to ours,includingprivate investors(which may be individuals or investment partnerships),other blank check companies and otherentities,domestic and international,competing for the types of businesses we intend to acqui
330、re.Many of theseindividuals and entities are well-established and have extensive experience in identifying and effecting,directly orindirectly,acquisitions of companies operating in or providing services to various industries.Many of thesecompetitors possess greater technical,human and other resourc
331、es or more local industry knowledge than we do andour financial resources will be relatively limited when contrasted with those of many of these competitors.Additionally,the number of blank check companies looking for business combination targets has increased in recentyears and many of these blank
332、check companies are sponsored by entities or persons that have significant experiencewith completing business combinations.While we believe there are numerous target businesses we could potentiallyacquire with the net proceeds of this offering,our ability to compete with respect to the acquisition o
333、f certain targetbusinesses that are sizable will be limited by our available financial resources.This inherent competitive limitationgives others an advantage in pursuing the acquisition of certain target businesses.Furthermore,because we are obligated to pay cash for the ordinary shares which our public shareholders redeem inconnection with our initial business combination,target companies will b