Our company is not a SPAC. We are conducting a public offering of our securities pursuant to the registration statement of which this prospectus forms a part (the “Registration Statement”), but we are not raising capital from public investors at this time. Instead, we are distributing, at no cost, subscription warrants to purchase our shares at a future date. We refer to these subscription warrants as special purpose acquisition rights, or “SPARs.” We are offering 244.44 million subscription warrants to purchase common stock at a minimum price of $10 per share. (Incorporated in the Cayman Islands)

Note: This is not an underwritten offering. The warrants are being distributed directly by us without the services of an underwriter or selling agent.

We will not raise any public capital until after we have entered into a definitive agreement for our business combination and distributed to SPAR holders a prospectus, included in an effective registration statement, that describes the proposed business combination, following which time investors may subscribe to acquire our shares by electing to exercise their SPARs. The shares issuable upon the exercise of our SPARs will be issued concurrently with the closing of our business combination.

SPARs are a novel security with unique features, which we propose to list and trade on the New York Stock Exchange (the “NYSE”). The listing and trading of SPARs will require the Securities and Exchange Commission (the “SEC”) to approve a new listing rule submitted by the NYSE permitting the listing and trading of subscription warrants by acquisition companies. A proposed listing rule has been published in the Federal Register for public comment, and is being reviewed by the SEC. There can be no assurance that a listing rule permitting the listing and trading of SPARs will be approved. If such a rule is not approved and adopted, SPARs would trade on the “over-the-counter” market, which may present significant risks to the holders of SPARs, including lower availability and efficiency of market price quotations, significantly less liquidity, increased trading costs, the absence of certain corporate governance protections, and the applicability of state securities laws that could result in restrictions on the sale of our SPARs.