Introduction
We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to herein 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. While we may pursue an initial business combination target in any business or industry, we intend to focus our search for targets in the Israeli technology industry, including those engaged in cybersecurity, automotive technology, fintech, enterprise software, cloud computing, semiconductors, medical technology, AI and robotics and that offer a differentiated technology platform and products.
Our international management team is comprised of accomplished technology, finance, investment and merchant banking professionals with strong ties to the Israeli technology sector. Israel is one of the fastest-growing innovation and technology hubs in the world and has earned the moniker of “Start-up Nation” as a result of having the largest number of startups per capita in the world. Moreover, Israel is becoming a “Scale-up Nation” with a number of Unicorns growing rapidly. Although we may pursue an initial business combination opportunity in any industry, sector or geography, we intend to leverage our intimate knowledge and network and focus on these innovative, high-growth Israeli technology companies seeking access to the capital markets.
On March 23, 2021, we consummated our initial public offering of 30,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A ordinary shares”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. The underwriter was granted a 45-day option from the date of the final prospectus relating to the offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On April 7, 2021, the underwriter exercised the over-allotment option in part and purchased an additional 2,369,251 Units (the “Over-Allotment Units”), generating gross proceeds of $23,692,510 (such offering, including the exercise of the over-allotment, the “IPO” or “Public Offering”).
On January 22, 2021, pursuant to an agreement by and between the Company and Byte Holdings LP (the “Sponsor”), our Sponsor purchased 8,625,000 Class B ordinary shares (the “founder shares”) for $25,000. Prior thereto, the company had no assets, tangible or intangible. The number of founder shares outstanding was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after the IPO.
Simultaneously with the closing of the IPO, pursuant to a private placement units purchase agreement (the “Private Placement Units Purchase Agreement”), the Company completed the private sale of an aggregate of 1,030,000 private placement units to the Sponsor at a purchase price of $10.00 per private placement unit, generating gross proceeds to the Company of $10,300,000 (the “Private Placement”). The private placement units are identical to the Units sold in the IPO, except that the private placement warrants underlying the private placement units, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis, and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. The Private Placement was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A total of $323,692,510, comprised of $317,218,660 of the proceeds from the IPO and sale of the Over-Allotment Units (which amount includes $11,329,238 of the underwriters’ deferred discount) and $6,473,850 of the proceeds of sales of the private placement units to the Sponsor, including the Private Placement, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any Class A ordinary shares included in the Units sold in the IPO and sale of the Over-Allotment Units (“public shares”) properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the public shares if the Company does not complete its initial business combination by March 23, 2023 or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the public shares if the Company is unable to complete an initial business combination by March 23, 2023, subject to applicable law.
After the payment of underwriting discounts and commissions (excluding the deferred portion of $11,329,238 in underwriting discounts and commissions, which amount will be payable upon consummation of our initial business combination if consummated) and approximately $0.7 million in expenses relating to the Public Offering, approximately $1.8 million of the net proceeds of the Public Offering and Private Placement was not deposited into the Trust Account and was retained by us for working capital purposes. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of December 31, 2021 there was $323,716,979 in investments held in the Trust Account and $1,663,104 of cash held outside the Trust Account available for working capital purposes. As of December 31, 2021, none of the funds had been withdrawn from the Trust Account to fund the Company’s working capital expenses.
Our Management Team
Our team is comprised of Israeli technology leaders and entrepreneurs, as well as finance, investment and merchant banking executives with multi-national operational and transactional experience drawn from top global institutions including Microsoft, Sony, Texas Instruments, Jerusalem Venture Partners, Societe Generale, Bank of America Corporation, Nomura and BNY Mellon. Furthermore, the members of our Board have a variety of experience and expertise in growing and operating technology companies, as well as experience as investors and entrepreneurs. We have completed over 50 initial public offerings, mergers and acquisitions and financing transactions amounting to billions of dollars in aggregate deal value. Our management team also has extensive experience in operating public and private companies, serving on both public and private company boards of directors, including leading technology companies and financial institutions. As a result, we have strong knowledge and experience in financial, legal and regulatory matters, initial public offerings and private equity and venture capital.
We capitalize on the significant contacts and experience of our management team and Board, including Kobi Rozengarten, our Executive Chairman, Danny Yamin, our Chief Executive Officer and director, Samuel Gloor, our Chief Financial Officer, Vadim Komissarov, a director, Oded Melamed, a director, and Louis Lebedin, a director, to identify, evaluate and acquire a target business.
We believe that our position in the Israeli tech ecosystem, as well as our broad networks of contacts and relationships provides us with an important source of potential initial business combination targets. In addition, we believe that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
Kobi Rozengarten, our Executive Chairman, has over 35 years of experience in investment and management positions in the multinational and Israeli technology sector, with a focus on the fields of semiconductors, cloud computing, and enterprise software. Mr. Rozengarten has been the Chief Executive Officer of Rozengarten Management Ltd. since December 2008. Mr. Rozengarten has experience as a sponsor of various SPACs since 2019. As an entrepreneur, venture capitalist and board member, Mr. Rozengarten has led 12 start-ups with a total exit value of over $2.5 billion. Mr. Rozengarten served from 2007 to 2019 as a General Partner and then as Managing Partner in Jerusalem Venture Partners, a leading Israeli venture capital firm with $1.5 billion assets under management. In this capacity, Mr. Rozengarten led or co-led more than 25 deals and was instrumental in leading many of Jerusalem Venture Partners’s exits including the sale of Altair Semiconductor to Sony, CyOptics, Inc. to Avago, XtremIO to EMC and Dune Network to Broadcom Inc. From 1997 to 2007, Mr. Rozengarten served as a COO and President of Saifun Semiconductors Ltd., a leading provider of IP solutions for the non-volatile (Flash) memory market, and was responsible for the formulation and execution of the company’s business strategy and co-led its IPO on Nasdaq, raising $270 million at a valuation of $1 billion. From 1987 to 1996, Mr. Rozengarten held multiple positions, as VP of Operation and VP of Business Development with K&S, a US based leading supplier of equipment for the semiconductor industry, and was the Managing Director of Micro-Swiss, K&S’s subsidiary in Israel. Mr. Rozengarten began his career in 1983 as a programmer and Financial Controller at Elbit Systems Ltd., an Israel-based international defense electronics company. Mr. Rozengarten serves as a member of the Board of Governors of Technion. He holds B.Sc. and M.Sc. degrees in Industrial and Management Engineering from Technion and participated in an Executive MBA program at Stanford University.
Danny Yamin has been our Chief Executive Officer and a member of our Board since January 2021. Mr. Yamin has an extensive 35-year track record as a business and technology leader and was named by Globes, a leading financial daily newspaper in Israel, as one of the top 10 most influential people in the Israeli High-Tech sector. Mr. Yamin has been a board member at Axilion, a smart mobility solutions company, since June 2020, and at Isracard, Israel’s largest payments and financial service provider, since November 2020. Both companies are listed on the TASE. Most recently, Mr. Yamin worked at Microsoft for 16 years, until 2018. His last role at Microsoft was Vice-President in Greater China and as a member of the worldwide leadership team of Microsoft’s enterprise business. In this role Mr. Yamin was responsible for all enterprise and partners business in China, Hong-Kong and Taiwan and led the strategy and execution of transforming the sales engagement from on-premise to a cloud-based model. Previously, Mr. Yamin led Microsoft Israel as the Country Manager for 10 years. During that time, Mr. Yamin assembled a new team that transformed Microsoft Israel into one of the fastest-growing subsidiaries within Microsoft, growing revenues double-digits each year for 10 consecutive years and winning Microsoft’s “best subsidiary” award. Also during this period, he managed to strengthen the footprint of Microsoft in Israel with a specific focus on redefining the engagement with the start-up and the entrepreneur’s community, with one of the very first start-up accelerators in Israel. Mr. Yamin was awarded the Platinum Circle of Excellence Award three times, the highest recognition at Microsoft for business achievements and effective leadership. Mr. Yamin also served as chairman of the Executive Council of Technion, Israel’s leading institute of technology. As chairman, he led the Technion globalization strategy by collaborating with Cornell University to establish the TCII — Technion Cornell Innovation Institute in New York City and established the Guangdong-Technion Institute of Technology in China. Prior to that, Mr. Yamin served as the Chief Executive Officer of Malam Information Technology, a division of Malam Systems, one of Israel’s leading IT system integrators, and as the Chief Information Officer of Elscint, a global leading medical imaging company. From November 2018 to January 2020, Mr. Yamin was a member of the board of directors of Reduxio. Mr. Yamin received a B.Sc. degree in Industrial and Management Engineering from Technion and participated in a Microsoft Senior Leadership Program at Wharton Business School.
Samuel Gloor has been our Chief Financial Officer since January 2021. Mr. Gloor is an experienced investment banker that has transacted in the TMT, consumer, healthcare, industrial, oil & gas and specialty finance verticals. Since November 2020, Mr. Gloor has been the Founder and Managing Member of Sagara Group, LLC, where he specializes in fundraising and strategic consulting for growth-stage companies, alternative asset managers and others. From October 2018 to August 2020, Mr. Gloor was a member of the Financial Institutions Group at Nomura specializing in SPAC and Specialty Finance investment banking. From November 2014 to September 2018, Mr. Gloor was a member of the Advisory & Financing Group at Societe Generale Corporate & Investment Banking, where he provided event-driven bridge and term lending and capital structure advisory services to blue-chip corporate clients and completed several prominent financing transactions supporting M&A and corporate actions. Mr. Gloor received an M.Sc. in Accounting and Finance from the London School of Economics and Political Science in London, United Kingdom and a BBA from the Norwegian Business School in Oslo, Norway.
Vadim Komissarov, one of our directors, is a seasoned investment and merchant banker with over 20 years of international experience in technology and telecommunications, including advising companies in large investments in the high-tech telecom industry. Mr. Komissarov has been a Director and Chief Financial Officer of Trident Acquisitions Corp since April 2016, the Chief Executive Officer of Trident Acquisitions Corp since November 2020, and since May 2015, has been the Chief Executive Officer of VK Consulting. From April 2019 to November 2020, Mr. Komissarov was a Founder and Director of Netfin, which merged and completed a $250 million business combination with Triterras in November 2020. From 2014 through 2015, Mr. Komissarov represented The UMW Holdings Berhad as an Investment Advisor. From 1999 to 2014, Mr. Komissarov held senior level management positions with Russian investment banks such as Troika Dialog and Vnesheconombank. In his role as Executive Director of Globex Capital and Chairman of Vnesheconombank Capital Americas, Mr. Komissarov was responsible for its worldwide corporate finance practice from September 2009 to March 2014. Mr. Komissarov started his investment banking career in 1998 in New York working for international banks, including Merrill and BNY Mellon, handling private equity transactions and alternative dispute resolution programs for Eastern European clients. Mr. Komissarov holds an MBA degree from New York University’s Stern School of Business.
Oded Melamed, one of our directors, is an entrepreneur with over 30 years of experience in management positions in the Israeli high-tech sector. Mr. Melamed is currently the Chief Executive Officer of Kiralis Technologies Ltd., a company enabling the development of safer drugs by providing affordable and timely access to pure enantiomers. From 2005 to 2019, Mr. Melamed was the founder and Chief Executive Officer of Altair Semiconductor, a leading semiconductor company in the cellular IoT space. The company was acquired by Sony in 2016 for $212 million. Prior to founding Altair Semiconductor, Mr. Melamed was Director of Cable Modem Communications at Texas Instruments from 1999 to 2005. In this role, he managed Altair Semiconductor after its acquisition by Texas Instruments, and played a key role in transitioning the business into profitability. From 1997 to 1999, Mr. Melamed was product line manager at Libit Signal Processing Ltd., an Israeli fabless semiconductor start-up company that developed CATV modems. Libit Signal Processing Ltd. was acquired by Texas Instruments in 1999 for $365 million. From 1995 to 1997, Mr. Melamed was with Motorola Solutions, Inc., and was involved in the development and deployment of the first CDMA cellular system in Israel. From 1989 to 1995, Mr. Melamed was an officer in the Israel Defense Force, Intelligence Corps. He holds B.Sc. and M.Sc. degrees in Electrical Engineering, Cum Laude, from Tel-Aviv University, and an EMBA degree from Kellogg-Recanati International Executive MBA program, Northwestern University/Tel-Aviv University.
Louis Lebedin, one of our directors, has over 25 years of banking experience with a proven track record of building and leading a world class business. From 2017 to 2019, Mr. Lebedin served as an advisor to Unio Capital LLC, an asset management firm, responsible for product development. From 2006 to 2012, Mr. Lebedin was global head of JP Morgan’s prime brokerage business, a leading provider of clearing and financing services for equity and fixed income hedge funds. He was responsible for defining and executing the strategy for the business, to expand its market share while continuing to meet the evolving needs of its hedge fund clients. From 2008 to 2012, Mr. Lebedin served on JP Morgan Clearing Corp.’s Operations Committee and the Equities Division’s Executive Committee. From 2001 to 2005, Mr. Lebedin was the chief operating officer and chief financial officer of Bear Stearns’s Global Clearing Services division. Mr. Lebedin joined the Clearance Division in 1988 assuming the role of controller before being promoted to chief financial officer in 1996. From 1980 to 1987, he worked at Coopers & Lybrand, rising to the level of audit manager specializing in financial services. Mr. Lebedin holds a B.S. in accounting from Syracuse University, and he earned his CPA license in 1982.
With respect to the above, past experience or performance of our management team and the businesses with which they have been associated is not a guarantee of either (i) our ability to successfully identify and consummate a business combination or (ii) success with respect to any business combination that we may consummate. You should not rely on the historical record of our management team or the businesses with which they have been associated as indicative of our future performance.
Business Strategy
We believe that the wide network of our management team delivers access to a broad spectrum of business combination opportunities across the technology sector and specifically those that are located in Israel. The concept of special purpose acquisition companies is relatively new to Israeli companies and thought leaders. Our intimate knowledge and connections within this market will help us identify targets that can best utilize the tools as well as the operational and financial expertise within our management team, and eventually act as a pathway to the public market for best-in-class private companies.
We intend to target technology companies that we consider to have strong management teams, robust growth prospects and that provide a differentiated product or service. Opportunities range from high-growth, disruptive technologies to more mature, high-margin, stable businesses with established market presence and leadership position.
Because we believe that certain domains present particularly strong growth opportunities, we intend to focus primarily on the following technology sectors:
While we see opportunities in the above market segments, we do not limit our search to only those segments of the tech ecosystem, but target a wide variety of companies that deliver a unique technology solution, disruptive product or service instead. We believe that our extensive experience and demonstrated success in both investing and operating businesses in this industry has culminated in a unique set of capabilities, such as:
Business Combination Criteria
We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target companies. We use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target company that does not meet these criteria and guidelines.