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The Company may compete with larger, better funded and/or more established companies, including
strategic buyers, sovereign wealth funds, other SPACs from both Europe and the United States, and
public and private investment funds, many of which may be well established and have extensive
experience identifying and completing business combinations. A number of these competitors may
also possess greater technical, human and other resources than the Company, have a greater ability
to source investment opportunities, and/or be better placed to complete a Business Combination than
the Company, in particular due to a lack of the internal or external constraints or restrictions which
apply to the Company, as a SPAC. As a result of this competition, the Company may be unable to
complete a Business Combination, even after having spent considerable time negotiating with the
Target , or may be re qui re d to engag e in a co mpeti tiv e bi ddin g pr oce ss th at it may lo se, whi ch co uld
result in the Company facing substantial unrecovered transaction costs, legal costs or other
expenses. Increased competition may also decrease the Company's leverage in negotiations and
may limit the time available to engage in due diligence.
In addition, even if the Company does successfully complete a Business Combination, the
consideration it pays may be higher than would otherwise have been the case, absent having to
compete for the Target, as a result of which the effective return on investment for investors may be
lower than might otherwise have been the case, and the Company would have fewer financial
resources available to further grow the Target.
The Company believes that, with approximately 200 years of combined sector experience, the depth
of its Board and broader leadership team's sector expertise and industry relationships is an important
differentiator in attracting high-quality and proprietary deal flow. Moreover, the Board has a proven
track record with leading global brands, including Bulgari, LVMH and Tiffany & Co, amongst others,
of optimising companies' journey to the public market, as well as in delivering significant value in
connection with acquisitions. This provides the Company with a competitive advantage in identifying
acquisition opportunities to complete the Business Combination.
There is no assurance that the Company will identify suitable Business Combination
opportunities or complete a Business Combination by the Business Combination
Deadline
The success of the Company's business strategy is dependent on its ability to identify suitable
Business Combination opportunities. The Company believes it is appropriately prepared to find a
suitable Business Combination opportunity. However, the Company cannot estimate how long it will
take to identify suitable Business Combination opportunities or whether it will be able to identify any
suitable Business Combination opportunities at all by the Business Combination Deadline. If the
Company fails to complete a proposed Business Combination, it may be left with substantial
unrecovered transaction costs, potentially including substantial break fees, legal costs or other
expenses. Furthermore, even if an agreement is reached relating to a Tar get , the Company may fail
to complete such Business Combination for reasons beyond its control, including due to a failure to
obtain Target shareholder approval or requisite regulatory approval. Any such event will result in a
loss to the Company of the related costs incurred, which could materially adversely affect subsequent
attempts to identify and acquire a stake in another target business.
Moreover, if the Company fails to complete the Business Combination by the Business Combination
Deadline, it intends to, as soon as reasonably possible, initiate an Ordinary Share repurchase
procedure and, subsequently, implement a Liquidation. See "No Business Combination by the
Business Combination Deadline" above. In such circumstances, there can be no assurance as to the
value of the remaining assets at the time of any such distribution, either as a result of costs from an