Securities and Exchange Commission
Division of Corporation Finance
December 30, 2022
Page 2
Staff’s Comment 1: We note the revised disclosure that the Company is
soliciting consents to amend the Warrant Agreement to provide that any warrants not exercised during the offer period will be automatically exercised on a cashless basis immediately upon expiration at a less advantageous exercise price. We further
note that although the offer is conditioned on receiving consents from holders of more than 50% of the outstanding warrants, the Company may waive this offer condition. If this offer condition is waived, warrant holders who do not tender into the
offer and exercise their warrants at the reduced exercise price will remain subject to the original $11.50 exercise price. Please revise your disclosure to state that if the Company waives the “consent condition,” it will disseminate
revised disclosure to warrant holders and will additionally extend the offer period, if necessary, to allow adequate time for them to consider the change and its impact. In our view, the waiver of that offer condition would require that at least
five business days remain in the offer period from the time revised disclosure is disseminated.
Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure accordingly. The relevant disclosure is on the cover page and on pages 2, 3, 10, 12 and 16.
Staff’s Comment 2: We note that if the consent solicitation is successful, the exercise price of the warrants will be reduced
from $11.50 to an exercise price that is 74% of the volume-weighted average price of the ordinary shares for the one-Trading Day period on the NYSE on the second Trading Day before the Expiration Date (if such
Reduced Exercise Price would be less than $11.50 per share), which one-Trading Day period is expected to be January 17, 2023. Revise to describe how warrant holders will know the volume-weighted average
price of the ordinary shares on the relevant date. For example, note whether the Company will issue a press release on the determination date and how warrant holders can access it on EDGAR.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly. The relevant
disclosure is on the cover page and on pages 6, 16, 20 and back cover page.
Staff’s Comment 3: Disclose that warrant
holders may withdraw their exercises during the offer period, consistent with the requirements of Rule 13e-4(f)(2), and explain the process for doing so.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly. The relevant
disclosure is on the cover page and on pages 3, 5, 11, 15 and 16.
