We are a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships, sector expertise and active management and operating experience. Our co-sponsor, GPIAC II, LLC, is a wholly-owned subsidiary of GP Investments, a leading private equity and alternative investment firm with over 30 years of history assisting companies to develop, grow and build long lasting capabilities through operational and governance improvements. Since its founding in 1993, GP Investments has completed over 50 private equity investments, has executed over 30 equity capital market transactions and has raised more than $5.0 billion through eight funds. Additionally, GP Investments has invested over $1.0 billion of proprietary capital alongside investors. GP Investments has made investments across numerous sectors, building a strong track record in the consumer, business services, industrial and technology sectors in particular, leading business transformations that have created market leaders in all of these segments. Through such investments, the firm has provided companies not only with capital to fuel growth but also with active managerial support as they developed their strategies to embrace digital transformation and adapt to other market shifts or navigated pivotal events when seeking access to equity capital markets, or implementing mergers and acquisitions. Throughout the years, numerous professionals that grew within the GP Investments’ ecosystem went on to serve in leadership roles in some of the largest companies in the world, such as AB InBev, Kraft Heinz, Restaurant Brands International, Google, Uber, and --- Our co-sponsor, IDS III LLC, is led by Mr. Irwin Simon. Mr. Simon brings a wealth of experience in leading and scaling multi-billion-dollar companies in multiple sectors. Mr. Simon currently serves as the Chairman and CEO of Tilray (NASDAQ:TLRY), a global leader in cannabis research and production, and has previously founded and acted as the Chairman and CEO of Hain Celestial Group (NASDAQ:HAIN), growing the business into a leading organic and natural products company in North America, Europe, Asia, and the Middle East. Mr. Simon has more than 30 years of business experience spanning many domestic and international leadership and operating roles. During his career, Mr. Simon has executed over 60 deals worth approximately $7.5 billion (net of divestitures) including Aphria’s business combination with Tilray that is described below. Mr. Simon currently serves as Executive Chairman of Whole Earth Brands, which is a result of Act II Global Acquisition Corp.’s business combination, a position he has held since June 2020, when the business combination with Act II was completed, and serves as Lead Director at Stagwell Inc. (NASDAQ:STGW). Mr. Simon also serves on the board of directors at Tulane University and the Board of Trustees at Poly Prep Country Day School. Mr. Simon founded The Hain Celestial Group, Inc. (NASDAQ: HAIN), or Hain Celestial, in 1993, with a mission to be the leading marketer, manufacturer and seller of organic and natural, better-for-you products, committed to growing sustainably while continuing to implement environmentally sound business practices and manufacturing processes. Mr. Simon led Hain Celestial for more than 25 years and grew the business to approximately $3.5 billion in net sales with operations in North America, Europe, Asia and the Middle East, and served as Founder, President, Chief Executive Officer and Chairman through 2018. --- Our co-sponsor, Boxcar Partners III, LLC, is led by Mr. Steven Spinner. Mr. Spinner brings a wealth of experience in leading and scaling multi-billion-dollar companies in multiple sectors. Mr. Spinner, in the capacity of CEO and Chairman of United Natural Foods (NYSE: UNFI), has shaped the distribution landscape for natural, organic, and specialty foods, successfully leading United Natural Foods through major acquisitions and expansion initiatives. We are a Cayman Islands exempted company incorporated on November 23, 2020. Our executive offices are located at 300 Park Avenue, 2nd Floor, New York, NY.