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YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. protect such investors or holders against potential loss in value of their public shares, including the granting of put options and the transfer of shares or Private Placement Warrants owned by the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, eith...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. public shares are subject to potential downward pressures, which may result in high redemptions of the cash available from the Trust Account. If there are substantial redemptions, there will be a lo...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to make mandatory filings, to charge filing fees related to such filings and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ’s jurisdiction, we risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to modify or delay our Business Combination, impose conditions with respect to such Business Com...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. CFIUS or otherwise, could be lengthy, and we have limited time to complete our Business Combination. If we are unable to consummate our Business Combination within the applicable time period require...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ome compliance requirements and our activities would be severely restricted and, as a result, we may fail to satisfy a condition in the Business Combination Agreement and be required to wind up, rede...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. safe harbor, the SPAC Rule Proposal would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combin...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. initial business combination since such time until our announcement regarding our proposed Business Combination on December 6, 2022. It is possible that a claim could be made that we have been opera...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. we would not be deemed an investment company, we may fail to satisfy a condition in the Business Combination Agreement, which could result in the termination of the Business Combination Agreement. A...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company. The funds in the Trust Account have, since our Initial Public ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the trustee with respect to the Trust Account to sell the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter, to hold all funds in the Trust Account ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. public shareholders would receive upon any redemption or liquidation of the Company.     In addition, even prior to August 4, 2023, we may be deemed to be an investment company. The longer that the ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. not held in cash. Accordingly, we may determine, in our discretion, to sell the securities held in the Trust Account at any time, even prior to August 4, 2023, and 53 Table of Contents instead ho...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, acco...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ), Ares and its affiliated funds will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no as...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. whom may join us following our initial business combination. The loss of, or inability to attract, key personnel could negatively impact the operations and profitability of our post-combination busi...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. our initial business combination or operate our post-combination business. However, the market for qualified professionals is extremely competitive and we may not succeed in recruiting additional pe...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. For example, certain of our officers and directors are also officers, managers or directors of Ares and certain of its affiliated funds and investment vehicles, and certain of their current or forme...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly, conflicts of interest may arise in determining the allocation of specific inve...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to parti...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. executive officers and directors will allocate their time to other businesses, which could have a negative impact on our ability to complete our initial business combination. Our executive officers...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. interests that differ from the economic interests of the investors in the Initial Public Offering, which includes making a determination of whether a particular target business is an appropriate bus...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. an interest. Although it is not our intention, we may enter into a business combination with a target business that is affiliated with our Sponsor, or one or more of our directors or executive offic...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and timing of a particular business combination are appropriate and in our shareholders’ best interest. This could give rise to claim by us or our shareholders for a breach of their fiduciary duties...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. If our directors and executive officers are not able to develop the necessary expertise, procedures and processes, we may be unable to report our financial information on a timely or accurate basis,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. redeem 100% of our public shares if we do not consummate an initial business combination by August 4, 2023, or such earlier date as our board of directors may determine in its sole discretion, or (b...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not completed an initial business combination by August 4, 202...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. make transactions in our securities and subject us to additional trading restrictions. We have been approved to have our units listed on the NYSE and to have our Class A ordinary shares and warrant...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and a minimum number of holders of our securities (generally 300 public holders). Additionally, our units will not be traded after completion of our initial business combination and, in connection ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. least $100.0 million and we would be required to have at least 400 round lot shareholders. We cannot assure you that we will be able to meet those listing requirements at that time. If the NYSE del...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; reduced liquidity for our securities; • a limited amount of news...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. are referred to as “covered securities.” Because we have been approved to have our Class A ordinary shares and warrants listed on the NYSE, our units, Class A ordinary shares and warrants will quali...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as cov...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, i...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. statute and we would be subject to regulation in each state in which we offer our securities. Our investors are not entitled to protections normally afforded to investors of blank check companies. ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of our securities, require us to complete our initial business combination within 18 months of the closing of the Initial Public Offering and restrict the use of interest earned on the funds held in...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. holders of our Class A ordinary shares. This dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of at least 50% of the then-outstanding public warrants. Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, 50% of the number of the then-outstanding Private Placement Warrants. Althoug...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. Our warrant agreement provides that, subject to applicable law,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive foru...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having servic...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. third trading day prior to proper notice of such redemption, and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption rig...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. Except as otherwise set forth herein, none of the Private P...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and (ii) certain other conditions are met, including that ho...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants. None of the Private Placement Warrants will be redeemable by us as so long as th...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. In addition, if our Sponsor makes any working capital loan, it may convert up to $1,500,000 of such loan into up to an additional 1,000,000 Private Placement Warrants, at the price of $1.50 per warr...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other similar offerings whose units include one ordinary share and one warrant to purchase one...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. business combination. Unlike most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing o...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. basis, 34.7% of our issued and outstanding ordinary shares. Accordingly, it may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being elected in each year. We may not hold an annual share...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the board of directors for any reason. Accordingly, our Sponsor will continue to exert control at least until the completion of our initial business combination. Because we are incorporated under t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. to time) and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions b...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a ki...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. Since only holders of our Class B ordinary shares have the right ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the require...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. -in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. net of the interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.00 per share. We may not have sufficient funds to satisfy indemn...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the Trust Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our office...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, the...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. In addition, our board of directors may be viewed as having breached its fiduciary duty to our 61 Table of Contents creditors or having acted in bad faith, thereby exposing itself and us to claim...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us and is not dismissed, the proceeds held in the Trust Account could be subject to ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. . If we have not consummated an initial business combination by August 4, 2023, or such earlier date as our board of directors may determine in its sole discretion, the proceeds then on deposit in t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our initial business combination and have not amended certain provisions of our amended a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. ation, any distributions received by shareholders could be viewed as an unlawful payment if it were proved that immediately following the date on which the distribution was made, we were unable to pa...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine of $18,293 and i...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. board 62 Table of Contents of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination. We are not registering the Class A ord...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. such shares and maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashl...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no val...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redem...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis. If we choose to require holders to exercise their warrants on a cashless basis or if holde...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. may receive a security in a company for which there is no information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts t...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up excep...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. IC annual information statement, to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required informati...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. imposed on us. On August 16, 2022, the Inflation Reduction Act of 2022 became law, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases (including cert...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and prevent the abuse or avoidance of, the excise tax. The 1% excise tax is not expected to apply to redemptions of our stock to the extent such redemptions occur prior to the U.S. domestication (a...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. us). In all cases, the extent of the excise tax that may be incurred would depend on a number of factors, including the fair market value of the common stock redeemed, the extent such redemptions co...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. on the repurchasing corporation itself, not the stockholders from which stock is repurchased. The imposition of the excise tax could, however, reduce the amount of cash available to us (or the cash ...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. , or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years....
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. shareholders. In addition, we are allowed to remove permitted withdrawals to pay our taxes; this means that even with a positive interest rate, most or all of the interest income may be withdrawn by...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. by Special Purpose Acquisition Companies” (the “SEC Statement”). Specifically, the SEC Statement focused on warrants that have certain settlement terms and provisions related to certain tender offer...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. 10-K are derivative liabilities related to embedded features contained within our Warrants. Accounting Standards Codification 815-40, “Derivatives and Hedging - Contracts on an Entity's Own Equity”,...
YOU are a financial analyst. You are reading a report of a company. The report is about the company's financial status. and that the amount of such gains or losses could be material. The volatility introduced by changes in fair value on earnings may have an adverse effect on our quarterly financial results. General ...