Filed Pursuant to Rule 424(b)(3)

Registration No. 333-257222

Dear Union Acquisition Corp. II Shareholders:

You are cordially invited to attend the Extraordinary General Meeting (“Extraordinary General Meeting”) of the shareholders of Union Acquisition Corp. II, a Cayman Islands exempted company limited by shares with registration number 345887, which we refer to as “we,” “us,” “our,” “SPAC” or “Union,” to be held at 9:00 a.m., Eastern time, on September 22, 2021. The Extraordinary General Meeting will be held virtually, at https://www.cstproxy.com/unionacquisitioncorpii/sm2021. For the purposes of our amended and restated memorandum and articles of association, the physical location of the Extraordinary General Meeting shall be the offices of Linklaters LLP located at 1290 Avenue of the Americas, New York, NY 10104.

At the Extraordinary General Meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve and adopt the business combination agreement, dated March 31, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among Union, Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta and, particularly, the Companies Act Cap. 386 with company registration number C 59671 (“Procaps” or the “Company”), Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360 (“Holdco”) and OZLEM Limited, an exempted company incorporated under the laws of the Cayman Islands with registration number 373625 (“Merger Sub”), and the transactions contemplated by the Business Combination Agreement, including the Merger (as defined below) and the Exchange (as defined below) (the “Business Combination”).

Holdco is a direct wholly-owned subsidiary of Procaps, and Merger Sub is a direct wholly-owned subsidiary of Holdco. Pursuant to the Business Combination Agreement, (i) Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of the Merger, (a) all ordinary shares of SPAC, par value $0.0001 per share (the “SPAC Ordinary Shares”) outstanding will be exchanged with Holdco for the right to receive ordinary shares of Holdco, nominal value $0.01 per share (the “Holdco Ordinary Shares”) pursuant to a share capital increase of Holdco, (b) each warrant entitling the holder to purchase one SPAC Ordinary Share (as contemplated under the warrant agreement, by and between Union and Continental Stock Transfer & Trust Company (“Continental”) dated as of October 17, 2019 (the “SPAC Warrant Agreement”)), at an exercise price of $11.50 per SPAC Ordinary Share (the “SPAC Warrants”), will become warrants of Holdco (the “Holdco Warrants”) exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants, and (c) Holdco shall enter into an assignment, assumption and amendment agreement with SPAC and Continental, as warrant agent, to amend and assume SPAC’s obligations under the SPAC Warrant Agreement to give effect to the conversion of SPAC Warrants to Holdco Warrants; (ii) immediately following the consummation of the Merger and prior to the Exchange (as defined below), Holdco will redeem all 4,000,000 redeemable A shares of Holdco, nominal value $0.01 per share (the “Holdco Redeemable A Shares”), held by Procaps as a result of the incorporation of Holdco at their nominal value; (iii) immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares, pursuant to those certain individual contribution and exchange agreements (collectively, the “Exchange Agreements”), each dated as of March 31, 2021, and entered into by and among Holdco, Procaps and each of the shareholders of Procaps (the “Procaps Shareholders”), each of the Procaps Shareholders, effective on the date of the consummation of the Business Combination, will contribute its respective ordinary shares of Procaps, with a nominal value of $1.00 per share, together representing the entire share capital of Procaps on a fully diluted basis (the “Procaps Ordinary Shares”), to Holdco in exchange for Holdco Ordinary Shares, and, in the case of International Finance Corporation (“IFC”), for Holdco Ordinary Shares and 6,000,000 redeemable B shares of Holdco, nominal value $0.01 per share (the “Holdco Redeemable B Shares”), to be subscribed for by each such Procaps Shareholder (such contributions and exchanges of Procaps Ordinary Shares for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, collectively, the “Exchange”); (iv) as a result of the Exchange, Procaps will become a direct wholly-owned subsidiary of Holdco and the Procaps Shareholders will become holders of issued and outstanding Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares; and (v) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with that certain share redemption

agreement entered into by and between Holdco and IFC on March 31, 2021. Holdco and its consolidated subsidiaries after giving effect to the Business Combination are expected to have an implied initial enterprise value of $1.1 billion. At the effective time of the Merger (the “Merger Effective Time”), each SPAC Ordinary Share issued and outstanding immediately prior to the Merger Effective Time will automatically be converted into one (1) validly issued and fully paid Holdco Ordinary Share, which will be valued at $10.00 per share.

At the effective time of the Exchange, the Procaps Shareholders shall make a contribution in kind to Holdco of all the issued and outstanding Procaps Ordinary Shares and subscribe and be issued an aggregate number of Holdco Ordinary Shares and Holdco Redeemable B Shares (as applicable) equal to the total number of issued and outstanding Procaps Ordinary Shares multiplied by 33.444848, the ratio used for determining the number of aggregate Holdco Ordinary Shares and Holdco Redeemable B Shares for which the aggregate Procaps Ordinary Shares shall be converted in accordance with Section 3.01(a)(i) of the Business Combination Agreement. The aggregate amount of Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, to be issued by Holdco as part of the Exchange shall be allocated among the Procaps Shareholders in accordance with their respective Exchange Agreements to take into account certain rights and obligations among them, including with respect to the termination of the IFC Put Option Agreement (as defined below) and the Hoche Put Option Agreement (as defined below) upon the Closing of the Business Combination.

In connection with the Business Combination, SPAC has obtained commitments from institutional investors to purchase 10,000,000 SPAC Ordinary Shares at a purchase price of $10.00 per share in a private placement (the “PIPE”), which SPAC Ordinary Shares will be exchanged for Holdco Ordinary Shares in connection with the Merger.

At the Extraordinary General Meeting, Union shareholders will be asked to consider and vote upon a proposal by ordinary resolution (the “Business Combination Proposal”) (Proposal No. 1) to adopt and approve the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including the Business Combination.

In connection with the submission of the Business Combination Proposal to a shareholder vote, holders of SPAC Ordinary Shares issued prior to the IPO (as defined below) (the “Founder Shares”) have agreed to vote their SPAC Ordinary Shares in favor of such proposal and the transactions contemplated by the Business Combination Agreement, including the proposed Business Combination, at any general meeting of Union or by unanimous written resolution in lieu thereof, subject to certain limitations.

In addition to the Business Combination Proposal, Union shareholders are being asked to:

(i)      consider and vote upon a proposal by special resolution at the Extraordinary General Meeting to approve the Merger and authorize, approve and confirm the Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, independently of the proposal by ordinary resolution to approve the Business Combination (the “Merger Proposal”) (Proposal No. 2);

(ii)    consider and vote upon a proposal by ordinary resolution at the Extraordinary General Meeting to approve the issuance of SPAC Ordinary Shares in the PIPE as such approval may be required under applicable rules of the Nasdaq Stock Market LLC (“Nasdaq”) (the “Nasdaq Proposal” and, together with the Business Combination Proposal and the Merger Proposal, the “Transaction Proposals”) (Proposal No. 3); and

(iii)   consider and vote upon a proposal by ordinary resolution at the Extraordinary General Meeting to, if necessary, adjourn the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Union shareholders (B) to solicit additional proxies from Union shareholders in favor of the Transaction Proposals, or (C) if Union shareholders redeem an amount of SPAC Ordinary Shares issued as part of the units of Union (the “SPAC Units”), each SPAC Unit consisting of one SPAC Ordinary Share (collectively, the “Public Shares”) and one SPAC Warrant (collectively, the “SPAC Public Warrants”), issued pursuant to Union’s initial public offering (the “IPO”), such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the transactions contemplated by the Business Combination Agreement (the “Transactions”), the Minimum Cash Condition (as defined below) to each party’s obligation to consummate the Business Combination would not be satisfied (the “Adjournment Proposal”) (Proposal No. 4). The Adjournment Proposal will only be presented to Union shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination

Proposal, the Merger Proposal or the Nasdaq Proposal, or in the event that Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied.

Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

The SPAC Ordinary Shares, the SPAC Units and the SPAC Warrants are currently listed on Nasdaq under the symbols “LATN,” “LATNU” and “LATNW” respectively. Upon the closing of the Business Combination, the Union securities will be delisted from Nasdaq, and the Holdco Ordinary Shares and Holdco Warrants will trade on Nasdaq under the symbols “PROC” and “PROCW,” respectively. It is a condition of the consummation of the Business Combination that the Holdco Ordinary Shares are approved for listing on Nasdaq, but such condition can be waived by the parties. It is not a condition of the consummation of the Business Combination that the Holdco Warrants be approved for listing on Nasdaq, or any other national securities exchange; however, Procaps intends to register the Holdco Warrants for listing on Nasdaq. The parties have not made a determination as to whether or not to waive this condition; any such determination would be expected to be made promptly following any delisting from Nasdaq. Accordingly, there can be no assurance such listing condition will be met and, at the time you are asked to vote on the Business Combination, you will have no assurance that the Holdco Ordinary Shares and the Holdco Warrants will be listed on a national securities exchange following the completion of the business combination. See “Risk Factors — Risks Related to Holdco — There can be no assurance that the Holdco Ordinary Shares that will be issued in connection with the Business Combination or the Holdco Warrants will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or that Holdco will be able to comply with the continued listing standards of Nasdaq.” on page 78 for more information. Following any delisting from Nasdaq, Union will, as promptly as practicable, issue a press release and file a current report on Form 8-K informing investors of such delisting and, if the Transactions have not been consummated, the parties’ determination as to whether or not they will waive the condition that the Holdco Ordinary Shares be approved for listing on Nasdaq. Pursuant to its amended and restated memorandum and articles of association (the “SPAC Articles”), Union is providing the holders of its Public Shares that were offered as part of the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the warrants to purchase SPAC Ordinary Shares purchased in a private placement in connection with the IPO (the “Trust Account”), as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Union to pay its taxes, divided by the number of then outstanding Public Shares. The per-share amount Union will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $4,200,000 that Union will pay to the underwriters of the IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $136,966,483.64 as of June 14, 2021, the estimated per share redemption price would have been approximately $10.10. On April 12, 2021, Union announced that if the amendment to the SPAC Articles to extend the date by which Union must consummate its initial business combination from April 22, 2021 to October 22, 2021 (the “Extension Amendment to the SPAC Articles”), were approved, Union would deposit a maximum total of $0.12 into the Trust Account for each of the Public Shares that were not redeemed in connection with the Extension Amendment to the SPAC Articles (the “Contribution”). The terms of the Contribution are that each month, commencing on, and including, April 22, 2021, until the earlier of October 22, 2021 and the consummation of the Business Combination, a deposit in an amount equal to $0.02 per Public Share will be made into the Trust Account. As of April 16, 2021, in connection with the Extension Amendment to the SPAC Articles, the holders of 6,446,836 SPAC Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption amount of approximately $64,898,080.62. A Contribution in the amount of $271,063.28 was made for each of April, May, June and July of 2021. Public Shareholders may elect to redeem their shares even if they vote for the Business Combination. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public Shares (i.e., in excess of 2,032,974 Public Shares) in connection with any vote on a business combination. Union has no specified maximum redemption threshold under the SPAC Articles, other than the aforementioned 15% threshold. Each redemption of Public Shares by Public Shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides

that each party’s obligation to consummate the Business Combination is conditioned upon Union having at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE (the “Minimum Cash Condition”). The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties; provided, however, that in the event that Union has less than an aggregate of $160,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE, Procaps and Holdco shall require the consent of IFC to waive the Minimum Cash Condition. If, as a result of redemptions of Public Shares by Public Shareholders or a failure to consummate the PIPE, or a combination of these, the Minimum Cash Condition is not met or is not waived, then each of Union and Procaps may elect not to consummate the Business Combination. In addition, in no event will Union redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the SPAC Articles and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding SPAC Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of Public Shareholders exercise their redemption rights with respect to their Public Shares.

The holders of Founder Shares, which include certain officers and directors of Union, (“Initial Shareholders”) and Union’s other officers and directors have agreed to waive their redemption rights with respect to any SPAC Ordinary Shares they may hold in connection with the consummation of the Business Combination. Currently, the Initial Shareholders, including the directors and officers of Union, own 26.9% of Union’s issued and outstanding SPAC Ordinary Shares, including all of the Founder Shares, and have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination. The Founder Shares are subject to transfer restrictions.

Union is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Union’s shareholders at the Extraordinary General Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all Union shareholders are urged to read carefully and in their entirety this proxy statement/prospectus, including the Annexes and the accompanying financial statements of Procaps and Union and the unaudited pro forma financial information of Holdco. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 63 of this proxy statement/prospectus.

After careful consideration, the board of directors of Union (the “Union Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated therein, including the Business Combination, and unanimously recommends that Union shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Union shareholders in the accompanying proxy statement/prospectus. When you consider the Union Board’s recommendation of these proposals, you should keep in mind that certain Union directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Approval of each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting.

Your vote is very important.    Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to ensure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Business Combination Agreement, including the Business Combination, will be consummated only if the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal are approved at the Extraordinary General Meeting. The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT UNION REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT ON SEPTEMBER 17, 2021 (TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING). YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Union Board, I would like to thank you for your support of Union Acquisition Corp. II and look forward to a successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus and under similar headings or in any amendment or supplement to this proxy statement/prospectus.

This proxy statement/prospectus is dated August 26, 2021, and is expected to be first mailed or otherwise delivered to Union shareholders on or about that date.

To the Shareholders of Union Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“Extraordinary General Meeting”) of Union Acquisition Corp. II, a Cayman Islands exempted company limited by shares with registration number 345887, which we refer to as “we,” “us,” “our,” “SPAC” or “Union,” will be held at 9:00 a.m., Eastern time, on September 22, 2021. The Extraordinary General Meeting will be held virtually, at https://www.cstproxy.com/unionacquisitioncorpii/sm2021. For the purposes of our amended and restated memorandum and articles of association, the physical location of the Extraordinary General Meeting shall be the offices of Linklaters LLP located at 1290 Avenue of the Americas, New York, NY 10104. You are cordially invited to attend the Extraordinary General Meeting to conduct the following items of business:

1.      The Business Combination Proposal — to consider and vote upon a proposal by ordinary resolution to adopt and approve the business combination agreement, dated as of March 31, 2021 (as it may be further amended from time to time, the “Business Combination Agreement”), by and among Union, Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta and, particularly, the Companies Act Cap. 386 with company registration number C 59671 (“Procaps” or the “Company”), Procaps Group, S.A., a public limited liability company (sociéte anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360 (“Holdco”) and OZLEM Limited, an exempted company incorporated under the laws of the Cayman Islands with registration number 373625 (“Merger Sub”) (each of Union, Procaps Holdco and Merger Sub shall individually be referred to as a “Party” and collectively, the “Parties”), a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby, including the Merger (as defined below) and the Exchange (as defined below) (the “Business Combination”), pursuant to which, among other things: (i) Merger Sub will merge with and into SPAC, with SPAC surviving such merger and becoming a direct wholly-owned subsidiary of Holdco (the “Merger”) and, in the context of the Merger, (a) all ordinary shares of SPAC, par value $0.0001 per share (the “SPAC Ordinary Shares”) outstanding will be exchanged for ordinary shares of Holdco, nominal value $0.01 per share (the “Holdco Ordinary Shares”) pursuant to a share capital increase of Holdco, (b) each warrant entitling the holder to purchase one SPAC Ordinary Share (as contemplated under the warrant agreement, by and between Union and Continental Stock Transfer & Trust Company (“Continental”) dated as of October 17, 2019 (the “SPAC Warrant Agreement”)), at an exercise price of $11.50 per SPAC Ordinary Share (the “SPAC Warrants”), will become warrants of Holdco (the “Holdco Warrants”) exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants, and (c) Holdco shall enter into an assignment, assumption and amendment agreement with SPAC and Continental, as warrant agent, to amend and assume SPAC’s obligations under the SPAC Warrant Agreement to give effect to the conversion of SPAC Warrants to Holdco Warrants; (ii) immediately following the consummation of the Merger and prior to the Exchange (as defined below), Holdco will redeem all 4,000,000 redeemable A shares of Holdco, nominal value $0.01 per share (the “Holdco Redeemable A Shares”), held by Procaps as a result of the incorporation of Holdco at their nominal value; (iii) immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares, pursuant to those certain individual contribution and exchange agreements (collectively, the “Exchange Agreements”), each dated as of March 31, 2021, and entered into by and among Holdco, Procaps and each of the shareholders of Procaps (the “Procaps Shareholders”), each of Procaps Shareholders, effective on the date of the consummation of the Business Combination, will contribute its respective ordinary shares of Procaps, nominal value $1.00 per share, together representing the entire share capital of Procaps on a fully diluted basis (the “Procaps Ordinary Shares”), to Holdco in exchange for Holdco Ordinary Shares, and, in the case of International

Finance Corporation (“IFC”), for Holdco Ordinary Shares and 6,000,000 redeemable B shares of Holdco, nominal value $0.01 per share (the “Holdco Redeemable B Shares”), to be subscribed for by each such Procaps Shareholder (such contributions and exchanges of Procaps Ordinary Shares for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, collectively, the “Exchange”); (iv) as a result of the Exchange, Procaps will become a direct wholly-owned subsidiary of Holdco and the Procaps Shareholders will become holders of issued and outstanding Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares; and (v) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with that certain share redemption agreement entered into by and between Holdco and IFC on March 31, 2021 (the “Business Combination Proposal”)(Proposal No. 1);

2.      Merger Proposal — to consider and vote upon a proposal by special resolution to (i) approve the Merger, whereby Union will be authorized to merge with Merger Sub, so that Merger Sub will be the merging company and all the undertaking, property and liabilities of Merger Sub will vest in Union by virtue of such merger pursuant to the provisions of Part XVI of the Companies Act (As Revised) of the Cayman Islands and (ii) authorize, approve and confirm, in all respects, the Plan of Merger, in the form attached hereto as Annex B (the “Plan of Merger”), to effect the Merger (the Merger and the Plan of Merger being collectively referred to herein as the “Merger Proposal”) (Proposal No. 2);

3.      The Nasdaq Proposal — to consider and vote upon a proposal by ordinary resolution to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market LLC (the “Nasdaq”) or Nasdaq Listing Rules, the issuance of SPAC Ordinary Shares in connection with the PIPE (as defined below), consisting of more than 20% of the current total issued and outstanding shares of Union (the “Nasdaq Proposal” and, together with the Business Combination Proposal and the Merger Proposal, the “Transaction Proposals”) (Proposal No. 3);

4.      Adjournment Proposal — to consider and vote upon a proposal by ordinary resolution to approve, if necessary, the adjournment of the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Union shareholders, (ii) to solicit additional proxies from Union shareholders in favor of the Transaction Proposals, or (iii) if Union shareholders redeem an amount of SPAC Ordinary Shares issued as part of the units of Union (the “SPAC Units”), each SPAC Unit consisting of one SPAC Ordinary Share (collectively, the “Public Shares”) and one SPAC Warrant (collectively, the “SPAC Public Warrants”), issued pursuant to Union’s initial public offering (the “IPO”), such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the transactions contemplated by the Business Combination Agreement (the “Transactions”), the Minimum Cash Condition (as defined below) to each party’s obligation to consummate the Business Combination would not be satisfied (the “Adjournment Proposal”) (Proposal No. 4). The Adjournment Proposal will only be presented to Union shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or the Nasdaq Proposal, or in the event that Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied.

The above matters are more fully described in this proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to carefully read this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of Union and Procaps and the unaudited pro forma financial information of Holdco.

The record date for the Extraordinary General Meeting is August 19, 2021. Only Union shareholders of record at the close of business on that date may vote at the Extraordinary General Meeting or any adjournment thereof.

Pursuant to its amended and restated memorandum and articles of association (the “SPAC Articles”), Union is providing the holders of its Public Shares that were offered as part of the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the warrants to purchase SPAC Ordinary Shares

purchased in a private placement in connection with the IPO (the “Trust Account”), as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Union to pay its taxes, divided by the number of then outstanding Public Shares. The per-share amount Union will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $4,200,000 that Union will pay to the underwriters of the IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $136,966,483.64 as of June 14, 2021, the estimated per share redemption price would have been approximately $10.10. On April 12, 2021, Union announced that if the amendment to the SPAC Articles to extend the date by which Union must consummate its initial business combination from April 22, 2021 to October 22, 2021 (the “Extension Amendment to the SPAC Articles”), were approved, Union would deposit a maximum total of $0.12 into the Trust Account for each of the Public Shares that were not redeemed in connection with the Extension Amendment to the SPAC Articles (the “Contribution”). The terms of the Contribution are that each month, commencing on, and including, April 22, 2021, until the earlier of October 22, 2021 and the consummation of the Business Combination, a deposit in an amount equal to $0.02 per Public Share will be made into the Trust Account. As of April 16, 2021, in connection with the Extension Amendment to the SPAC Articles, the holders of 6,446,836 SPAC Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption amount of approximately $64,898,080.62. A Contribution in the amount of $271,063.28 was made for each of April, May, June and July of 2021. Public Shareholders may elect to redeem their shares even if they vote for the Business Combination. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public Shares (i.e., in excess of 2,032,974 Public Shares) in connection with any vote on a business combination. Union has no specified maximum redemption threshold under the SPAC Articles, other than the aforementioned 15% threshold. Each redemption of Public Shares by Public Shareholders will reduce the amount in the Trust Account. The Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned upon Union having at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE (the “Minimum Cash Condition”). The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties; provided, however, that in the event that Union has less than an aggregate of $160,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE, Procaps and Holdco shall require the consent of IFC to waive the Minimum Cash Condition. If, as a result of redemptions of Public Shares by Public Shareholders or a failure to consummate the PIPE, or a combination of these, the Minimum Cash Condition is not met or is not waived, then each of Union and Procaps may elect not to consummate the Business Combination. In addition, in no event will Union redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the SPAC Articles and as required as a closing condition to each party’s obligation to consummate the Business Combination under the terms of the Business Combination Agreement. Holders of outstanding SPAC Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that none of the Public Shareholders exercise their redemption rights with respect to their Public Shares.

The holders of SPAC Ordinary Shares issued prior to the IPO (the “Founder Shares”, and such holders, which include certain officers and directors of Union, the “Initial Shareholders”) and Union’s other officers and directors have agreed to waive their redemption rights with respect to any SPAC Ordinary Shares they may hold in connection with the consummation of the Business Combination. Currently, the Initial Shareholders, including the directors and officers of Union, own 26.9% of Union’s issued and outstanding SPAC Ordinary Shares, including all of the Founder Shares, and have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination. The Founder Shares are subject to transfer restrictions.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Union entered into subscription agreements with certain investors, pursuant to which such investors agreed to subscribe for and purchase, and Union agreed to issue and sell to such investors, 10,000,000 SPAC Ordinary Shares at a purchase price of $10.00 per share for gross proceeds of approximately $100,000,000 (the “PIPE”). The PIPE will close substantially concurrently with the consummation of the Business Combination.

“Combined Company” means Holdco and its consolidated subsidiaries after giving effect to the Business Combination.

“Company” or “Procaps” means Crynssen Pharma Group Limited, a private limited liability company registered and incorporated under the laws of Malta and, particularly, the Companies Act Cap. 386 with company registration number C 59671.

“Company Material Adverse Effect” means any effects that, individually or in the aggregate with all other effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or operations of the Company and the subsidiaries of the Company taken as a whole or (b) does or would prevent, materially delay or materially impede the performance by the Company of its obligations under the Business Combination Agreement or the consummation of the Exchange, Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a Company Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) effects generally affecting the industries or geographic areas in which the Company or any of the subsidiaries of the Company operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vii) any actions taken or not taken by the Company or any of the subsidiaries of the Company as specifically required or permitted by the Business Combination Agreement or any Ancillary Agreement, (viii) the announcement or execution, pendency, negotiation or consummation of the Merger, the Exchange or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, employees or Governmental Authorities); (ix) any failure by the Company or any of the subsidiaries of the Company to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (ix) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a Company Material Adverse Effect; (x) any pending or initiated Action against the Company, any of the subsidiaries of the Company or any of their respective officers or directors, in each case, arising out of or relating to the execution of the Business Combination Agreement, any Ancillary Agreements or any of the Transactions (other than any Action commenced by any Party to enforce its rights under the Business Combination Agreement or any Ancillary Agreement to which it is a party); (xi) any action taken or not taken by SPAC; or (xii) any actions taken, or failures to take action, or such other changes or events, in each case, which SPAC has specifically requested or to which it has specifically consented or which actions are specifically contemplated by the Business Combination Agreement or any Ancillary Agreement, in each case, except in the cases of clauses (i) through (vi), to the extent that the Company and the subsidiaries of the Company, taken as a whole, are disproportionately affected thereby as compared with other participants in the industries or geographic areas in which the Company and the subsidiaries of the Company operate.

“Company Organizational Documents” means the memorandum and articles of association of Procaps, as amended, modified or supplemented from time to time.

“Company Requisite Approvals” means Procaps Board Approval and Procaps Shareholder Approval.

“Company Transaction Expenses” means the reasonable and documented Transaction Expenses of Procaps or any of its affiliates, including, without limitation, (a) Transaction Expenses incurred in the negotiation and preparation of the Business Combination Agreement, the Ancillary Agreements and the other documents contemplated hereby and thereby and the performance and compliance with all agreements and conditions contained herein and therein, (b) Transaction Expenses incurred in preparing and obtaining the PCAOB Financials, (c) Transaction Expenses incurred in connection with obtaining the consent or approval of any person or Governmental Authority in connection with the Transactions, (d) Transaction Expenses incurred in connection with the Transactions (including the formation of Holdco, Merger Sub and the structuring, negotiation and documentation of the Exchange and Merger) and (e) Transaction Expenses incurred in connection with obtaining the D&O Tail Policy. For the avoidance of doubt, the Company Transaction Expenses include the fees, expenses and disbursements of legal counsel, auditors and accountants, due diligence expenses, advisory and consulting fees and expenses, and other third-party fees.

“Competing Seller” means a person (including any financial investor or group of financial investors) actively engaged, directly or indirectly, in any one or more of the development, production, marketing, distribution and/or exploitation of any products and/or services, in each case other than Procaps, the Procaps Shareholders and indirect equityholders or any subsidiary of Procaps.

“Competing SPAC Transaction” means any merger or business combination between SPAC, on the one hand, and a Competing Seller, on the other hand.

“Continental” means Continental Stock Transfer & Trust Company, Union’s transfer agent and warrant agent.

“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, delay, shut down (including the shutdown of air cargo routes), closure, sequester, safety or similar Law, directive, guideline or recommendation promulgated by any Governmental Authority, in each case with or in response to COVID-19.

“Deferred Fees” means the amount of deferred fees held in the Trust Account in connection with SPAC’s IPO payable to the underwriters or other advisors upon consummation of a business combination.

“Deseja” means the Deseja Trust, a trust organized under the laws of the State of Delaware and a Procaps Shareholder.

“D&O Tail Policy” means a fully-paid “tail” insurance policy for a term of six years from the Closing Date with terms and scope of coverage at least as favorable as the Company’s directors and officers insurance policy and SPAC’s directors and officers insurance policy covering those persons thereunder.

“EBITDA” means profit (loss) for the year before interest expense, net, income tax expense and depreciation and amortization.

“Exchange” means the transactions contemplated in the Business Combination Agreement to occur at the Exchange Effective Time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agreements” mean those certain individual Contribution and Exchange Agreements, each dated as of March 31, 2021, and entered into by and among Holdco, the Company and each of the Procaps Shareholders.

“Exchange Consideration” means the sum of (A) $971,286,889 and (B) the amount, if any, by which the SPAC Transaction Expenses exceed the SPAC Transaction Expenses Cap.

“Exchange Effective Time” means the time on which the issuance of the new Holdco Ordinary Shares and Holdco Redeemable B Shares pursuant to the Holdco Delegate Resolutions is effective on the Closing Date, which shall be the effective time of the contribution and exchange of Procaps Ordinary Shares held by Procaps Shareholders and exchanged for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares, as applicable and as contemplated under the Exchange Agreements, and which shall occur immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares.

“Exchange Issuance” means the issuance of the Holdco Ordinary Shares and Holdco Redeemable B Shares (as applicable) to the Procaps Shareholders in connection with the Exchange.

“Exchange Ratio” means 33.444848, the ratio used for determining the number of aggregate Holdco Ordinary Shares and Holdco Redeemable B Shares for which the aggregate Procaps Ordinary Shares shall be converted in accordance with Section 3.01(a)(i) of the Business Combination Agreement.

“Extraordinary General Meeting” means the Extraordinary General Meeting of Union.

“Extension Amendment to the SPAC Articles” means an amendment to the SPAC Articles to extend the date by which the SPAC must consummate the Transactions from April 22, 2021 to October 22, 2021.

“Founder Shares” mean the SPAC Ordinary Shares issued prior to the IPO.

“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.

“Governmental Authority” means any U.S. federal, state, county or local or non-U.S. government, governmental, national, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body.

“Hoche” means Hoche Partners Pharma Holding S.A., a Luxembourg company and a Procaps Shareholder.

“Holdco” means Procaps Group, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 253360.

“Holdco Board” means the board of directors of Holdco.

“Holdco Board Approval” means one or several Holdco Board resolutions with respect to the approval of the Transaction and the Transaction Documents to which Holdco is or will be a party, including, for the avoidance of doubt, (a) the approval by the Holdco Board of the issuance on the Closing Date (and conditional on Closing) by a delegate of (i) the Merger Consideration (as defined below) in the form of new Holdco Ordinary Shares and (ii) new Holdco Ordinary Shares and new Holdco Redeemable B Shares following the Merger (in the context of the Exchange), both under the authorized share capital of Holdco and pursuant to the Holdco Delegate Resolutions, (b) the approval of the redemption by the Holdco Board immediately after the Merger and conditional upon, the Closing, by a delegate of all the Holdco Redeemable A Shares held by Procaps in Holdco, and (c) the approval of the redemption by the Holdco Board immediately after the Exchange and conditional upon the Closing, by a delegate of all the Holdco Redeemable B Shares held by IFC after the consummation of the Exchange.

“Holdco Delegate Resolutions” means the resolutions taken on the Closing Date by the delegate appointed by the Holdco Board pursuant to the Holdco Board Approval in order to (a) issue on the Closing Date (i) the Merger Consideration in the form of new Holdco Ordinary Shares and (ii) new Holdco Ordinary Shares and new Holdco Redeemable B Shares following the Merger (in the context of the Exchange), both under the authorized share capital of Holdco, and (b) redeem the Holdco Redeemable A Shares on the Closing Date immediately after the Merger and the Holdco Redeemable B Shares immediately after the Exchange.

“Holdco Ordinary Shares” means the ordinary shares of Holdco, each having a nominal value in U.S. dollars of $0.01 per share.

“Holdco Organizational Documents” means the articles of association of Holdco as amended, modified or supplemented from time to time, including as contemplated by Section 2.05(b) of the Business Combination Agreement.

“Holdco Redeemable A Shares” means the redeemable A shares of Holdco held by Procaps, each having a nominal value in U.S. dollars of $0.01 per share.

“Holdco Redeemable B Shares” means the redeemable B shares of Holdco, each having a nominal value in U.S. dollars of $0.01 per share, to be issued to IFC upon consummation of the Exchange.

“Holdco Redeemable Shares” means the Holdco Redeemable A Shares and the Holdco Redeemable B Shares.

“Holdco Requisite Approvals” means the Holdco Board Approval, the Holdco Delegate Resolutions and the Holdco Shareholder Approval, as applicable.

“Holdco Shareholder Approval” means the approval of the sole shareholder of Holdco, at an extraordinary general meeting of the sole shareholder of Holdco, to be held in front of a Luxembourg notary prior to the Closing Date to inter alia implement (i) a sufficiently large authorized share capital for the issuance of new Holdco Ordinary Shares in the context of the Merger and the issuance of new Holdco Ordinary Shares and Holdco Redeemable B Shares in the context of the Exchange and (ii) the A&R Holdco Organizational Documents as contemplated by the Business Combination Agreement.

“Holdco Shares” means, collectively, the Holdco Ordinary Shares and Holdco Redeemable Shares.

“IASB” means the International Accounting Standards Board.

“IFC” means the International Finance Corporation, an international organization established by Articles of Agreement among its member countries.

“IFC Redemption Agreement” means that certain Share Redemption Agreement entered into by and between Holdco and IFC on March 31, 2021, pursuant to which Holdco shall redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with the terms thereunder.

“IFRS” means the International Financial Reporting Standards, as issued by the IFRS Foundation and the IASB.

“Initial Shareholders” mean holders of Founder Shares, which include (i) Union Acquisition Associates, II, LLC, with such shares being beneficially owned by Kyle P. Bransfield, (ii) Union Group International Holdings Ltd., with such shares being beneficially owned by Juan Sartori, (iii) Daniel W. Fink, (iv) Gerald W. Haddock, (v) Joseph J. Schena, (vi) PENSCO Trust Company, with such shares being beneficially owned by Kyle P. Bransfield, (vii) Federico Trucco and (viii) Laurence Bodner.

“Intellectual Property” means: (a) patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof; (b) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, and other source identifiers, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing; (c) copyrights, and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration, renewals and extensions thereof; (d) trade secrets and know-how (including ideas, formulas, compositions, inventions (whether or not patentable or reduced to practice)), customer and supplier lists, improvements, protocols, processes, methods and techniques, research and development information, industry analyses, algorithms, architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial models, technical data, financial and accounting data (including pricing and cost information), and all other data, databases and database rights; (e) Internet domain names and social media accounts; (f) rights of privacy and publicity and all other intellectual property or proprietary rights of any kind or description recognized under applicable Laws; (g) copies and tangible embodiments of any of the foregoing, in whatever form or medium; and (h) all legal rights arising from items (a) through (f), including the right to prosecute and perfect such interests and rights to sue, oppose, cancel, interfere, and enjoin based upon such interests, including such rights based on past infringement, if any, in connection with any of the foregoing.

“IPO” means Union’s initial public offering of units, consummated on October 22, 2019.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Lien” means any lien, security interest, mortgage, deeds of trust, pledge, adverse claim, usufruct, option, right of first refusal, right of first offer, charge, claim, equitable interest, easement, encroachment, lease or sublease, or restriction on the right to vote, sell, transfer or otherwise dispose of any capital stock, shares, or other voting securities, or similar encumbrance (other than those created under applicable securities Laws, and not including any license of Intellectual Property).

“Merger” means the merging of Merger Sub with and into Union pursuant to the laws of the Cayman Islands, with Union surviving the Merger as a wholly owned subsidiary of Holdco.

“Merger Effective Time” means the date to be specified by the Plan of Merger when the Merger shall become effective on the date specified as such in a notice to the Registrar of Companies signed by a director of each of Union and Merger Sub in accordance with section 234 of the Cayman Islands Companies Act.

“Merger Proposal” means the proposal by special resolution to approve and confirm the Plan of Merger.

“Merger Sub” means OZLEM Limited, an exempted company incorporated under the laws of the Cayman Islands with registration number 373625.

“Minski Family” means, collectively, Sognatore, Simphony, Deseja and each of the direct and indirect beneficiaries of such trusts.

“Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable.

“Nasdaq Proposal” means the proposal by ordinary resolution to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of SPAC Ordinary Shares in connection with the PIPE, consisting of more than 20% of the current total issued and outstanding SPAC Ordinary Shares.

“Nomination Agreement” means that certain nomination agreement to be entered into by and among Holdco, certain Procaps Shareholders and the Sponsors in connection with the Closing, substantially in the form attached to the Business Combination Agreement as Exhibit D.

“Payment Spreadsheet” means a spreadsheet that shall be delivered by Procaps to SPAC pursuant to Section 3.01(b) of the Business Combination Agreement at least five (5) Business Days prior to the Closing (except as may otherwise be agreed in writing by Procaps and SPAC), which shall set forth, (a) the initial allocation of the Exchange Consideration among Procaps Shareholders, (b) the adjustment to the allocation of the Exchange Consideration described in (a) of this definition to account for the economic rights of certain Procaps Shareholders under Procaps Shareholders’ Agreements, in accordance with the Exchange Agreements and Section 2.01 of Procaps Disclosure Schedule, (c) any applicable share premium, and (d) the number of Holdco Ordinary Shares and Holdco Redeemable B Shares, as applicable, issuable to each Procaps Shareholder in connection with the Exchange.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“PCAOB Financials” means the audited consolidated balance sheet of the Company and the consolidated subsidiaries of the Company as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of income and cash flows of the Company and the consolidated subsidiaries of the Company for such years, in each case prepared in accordance with the IFRS and audited in accordance with the auditing standards of the PCAOB.

“PIPE” or “PIPE Investment” means any private placement or placements of SPAC Ordinary Shares which shall become Holdco Ordinary Shares in connection with the consummation of the Transactions.

“PIPE Investment Amount” means $100,000,000.

“PIPE Investors” means persons that have entered into Subscription Agreements to purchase for cash SPAC Ordinary Shares which shall become Holdco Ordinary Shares in connection with the consummation of the Transactions pursuant to the PIPE Investment on or prior to the Closing Date.

“PIPE Shares” means the SPAC Ordinary Shares to be issued to the PIPE Investors in connection with the PIPE.

“Plan of Merger” means the Plan of Merger in the form attached hereto as Annex B.

“Private Placement Warrants” means the warrants to purchase SPAC Ordinary Shares purchased in a private placement in connection with the IPO.

“Procaps Board Approval” means the resolutions of the board of directors of Procaps approving and authorizing (a) the Business Combination Agreement, the Transaction Documents to which Procaps is or will be a party, and the Transactions, (b) the Exchange Issuance, and (c) the Holdco Redeemable A Shares Redemption (as defined below).

“Procaps Disclosure Schedule” means the disclosure schedule delivered by Procaps in connection with the Business Combination Agreement.

“Procaps Ordinary Shares” means Procaps’ ordinary shares, with a nominal value of $1.00 per share representing the entire share capital of Procaps on a fully diluted basis.

“Procaps Shareholders” means the holders of Procaps Ordinary Shares as of the date of the Business Combination Agreement and representing all, and not part of, the holders of Procaps Ordinary Shares on a fully diluted basis.

“Procaps Shareholders’ Agreements” means the shareholders’ agreements, put option agreements, pledge agreements and similar agreements entered into by and among Procaps and one or more of Procaps Shareholders,

other than agreements entered into on or about the date of the Business Combination Agreement by Procaps and one or more of Procaps Shareholders in connection with any of the Transactions, each of which will expire on or prior to the Closing Date in accordance with the Termination Agreements.

“Procaps Shareholder Approval” means the resolutions of Procaps Shareholders approving the Business Combination Agreement, the Transaction Documents to which Procaps is or will be a party, and the Transactions.

“Procaps Shareholders’ Agreements Liens” means the Liens under Procaps Shareholders’ Agreements, each of which will expire on or prior to the Closing Date in accordance with the Termination Agreements.

“Public Share” means a SPAC Ordinary Share issued as part of a SPAC Unit in the IPO.

“Public Shareholders” means the holders of Public Shares that were offered as part of the IPO.

“Redemption Rights” means the redemption rights provided for in Articles 8 and 48 of the SPAC Articles.

“Registration Rights and Lock-Up Agreement” means that certain Registration Rights and Lock-Up Agreement to be entered into in connection with the Closing by and among the Initial Shareholders and the Procaps Shareholders, substantially in the form attached to the Business Combination Agreement as Exhibit A.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Escrow Agreement” means that certain Share Escrow Agreement dated as of October 17, 2019 by and between SPAC and Continental, as escrow agent.

“Simphony” means the Simphony Trust, a trust organized under the laws of the State of Delaware and a Procaps Shareholder.

“Sognatore” means the Sognatore Trust, a trust organized under the laws of New Zealand and a Procaps Shareholder.

“SPAC” or “Union” means Union Acquisition Corp. II, a Cayman Islands exempted company limited by shares with registration number 345887.

“SPAC Articles” means the Amended and Restated Memorandum and Articles of Association of SPAC, as amended, modified or supplemented from time to time.

“SPAC Disclosure Schedule” means the disclosure schedule delivered by Union in connection with the Business Combination Agreement.

“SPAC Material Adverse Effect” means any effects that, individually or in the aggregate with all other effects, (a) is or would reasonably be expected to be materially adverse to the business, condition (financial or otherwise), assets, liabilities or operations of SPAC or (b) does or would prevent, materially delay or materially impede the performance by SPAC of its obligations under the Business Combination Agreement or any of the Ancillary Agreements or the consummation of the Merger or any of the other Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a SPAC Material Adverse Effect: (i) any enactment of, change or proposed change in or change in the interpretation of any Law or Accounting Principles; (ii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii) acts of war (whether or not declared), sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, curfews, riots, demonstrations or public disorders, or changes in global, national, regional, state or local political or social conditions; (iv) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (v) Effects arising from or relating to epidemics, pandemics, or disease outbreaks, including COVID-19 or any COVID-19 Measures; (vi) any actions taken or not taken by SPAC as specifically required or permitted by the Business Combination Agreement or any Ancillary Agreement; (vii) the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the impact thereof on relationships with Governmental Authorities); (viii) any pending or initiated Action against SPAC or any of its officers or directors, in each case, arising out of or relating to the execution of the Business

Combination Agreement or the Transactions (other than any Action commenced by any party thereto to enforce its rights under the Business Combination Agreement or any Ancillary Agreement to which it is a party); (ix) any action taken or not taken by the Company or any subsidiary of the Company; or (x) any actions taken, or failures to take action, or such other changes or events, in each case, which the Company has specifically requested or to which it has specifically consented or which actions are specifically contemplated by the Business Combination Agreement, in each case, except in the cases of clauses (i) through (v), to the extent that SPAC is disproportionately affected thereby as compared with other participants in the industries or geographic areas in which SPAC operates.

“SPAC Ordinary Shares” means the SPAC’s ordinary shares, par value $0.0001 per share.

“SPAC Organizational Documents” means the SPAC Articles and the Trust Agreement, in each case as amended, modified or supplemented from time to time.

“SPAC Proposals” means proposals made to the shareholders of the Union pursuant to the SPAC Organizational Documents and applicable Law to approve and adopt (a) the Business Combination Agreement and the Transactions, including the Merger, (b) the Extension Amendment to the SPAC Articles, and (c) any other proposals the Parties deem in good faith are necessary or desirable to effect the Transactions.

“SPAC Transaction Expenses” means the reasonable and documented Transaction Expenses of SPAC or any of its affiliates, including (a) any and all Transaction Expenses incurred in the negotiation and preparation of the Business Combination Agreement, the Ancillary Agreements and the other documents contemplated hereby and thereby and the performance and compliance with all agreements and conditions contained herein and therein, (b) any and all Transaction Expenses incurred in the negotiation, preparation or consummation of the PIPE Investment, including advisory fees and placement fees and (c) the preparation, printing and mailing of this proxy statement/prospectus and the Registration Statement of which this proxy statement/prospectus is a part. For the avoidance of doubt, the SPAC Transaction Expenses (i) include the fees, expenses and disbursements of legal counsel, auditors and accountants, due diligence expenses, advisory and consulting fees and expenses, other third-party fees and any Deferred Fees, and (ii) do not include any expenses incurred by SPAC in its pursuit of potential acquisition or business targets other than the Company or that were not incurred by SPAC in connection with or in furtherance of the Transactions. For the avoidance of doubt, the fees and expenses set forth on Section 1.01 of the SPAC Disclosure Schedule shall constitute SPAC Transaction Expenses.

“SPAC Transaction Expenses Cap” means $16,500,000.

“SPAC Unit” means a unit comprising one SPAC Ordinary Share and one SPAC Warrant.

“SPAC Warrant Agreement” means that certain warrant agreement, dated as of October 17, 2019, by and between SPAC and Continental, as amended, modified or supplemented from time to time.

“SPAC Warrants” means warrants to purchase SPAC Ordinary Shares as contemplated under the SPAC Warrant Agreement, with each warrant exercisable for the number of SPAC Ordinary Shares stated in the applicable SPAC Warrant at an exercise price per SPAC Ordinary Share of $11.50.

“SPAC Public Warrant” means a SPAC Warrant issued as part of a SPAC Unit in the IPO.

“Special Purpose IFRS” means IFRS, except for those certain exceptions described in the auditors’ report and notes to the 2018 and 2019 Company Financial Statements.

“Sponsors” means Union Group International Holdings Limited and Union Acquisition Associates II, LLC.

“Subscribers” means the institutional investors that have committed to purchase SPAC Ordinary Shares in the PIPE.

“Subscription Agreements” means the contracts executed by the PIPE Investors on or before the date of the Business Combination Agreement in connection with the PIPE Investment, each as amended, modified or supplemented from time to time.

“Termination Agreements” means those certain termination agreements entered into by Procaps and one or more of Procaps Shareholders and pursuant to which all Procaps Shareholders’ Agreements and Procaps Shareholders’ Agreements Liens will automatically expire on or prior to the Closing Date in accordance with the terms thereunder.

“Transaction Documents” means the Business Combination Agreement, including all schedules and exhibits thereto, Procaps Disclosure Schedule, the SPAC Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SPAC, Holdco, Merger Sub or Procaps in connection with the Transactions and specifically contemplated by the Business Combination Agreement.

“Transaction Expenses” means (a) all out-of-pocket fees, costs and expenses (including all fees, costs and expenses of outside counsel, accountants, investment bankers, experts and consultants to a Party and its affiliates and all fees, costs and expenses in connection with newly issued equity and/or debt financing in connection with the Transactions) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, review, negotiation, execution and performance of the Business Combination Agreement and the other Transaction Documents and consummation of the Transactions, this proxy statement/prospectus, the Registration Statement of which this proxy statement/prospectus is a part and the solicitation of the shareholders of Union and Procaps Shareholders and the preparation of any required filings or notices under applicable Antitrust Laws, if any, and (b) the premiums, commissions and other fees paid or payable in connection with obtaining any directors’ and officers’ “tail” insurance policy.

“Transaction Proposals” means the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal.

“Transaction Support Agreement” means the Transaction Support Agreement, dated as of March 31, 2021, by and among Union, Holdco, Procaps, certain Procaps Shareholders, the Sponsors, certain other Initial Shareholders and certain officers and directors of the SPAC, as amended, modified or supplemented from time to time.

“Transactions” means the transactions contemplated by the Transaction Documents, including the Exchange and the Merger.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the simultaneous sale of the Private Placement Warrants.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of October 17, 2019, by and between SPAC and Continental.

“Warrant Amendment” means that certain Assignment, Assumption and Amendment Agreement to be entered into by and among Holdco, SPAC and Continental, as warrant agent, pursuant to which the SPAC’s obligations under the SPAC Warrant Agreement shall be amended and Holdco shall assume such obligations to give effect to the conversion of SPAC Warrants to Holdco Warrants (as defined below) at the Merger Effective Time, substantially in the form attached to the Business Combination Agreement as Exhibit E.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Union shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held virtually, at https://www.cstproxy.com/unionacquisitioncorpii/sm2021. For the purposes of the SPAC Articles, the physical location of the Extraordinary General meeting shall be the offices of Linklaters LLP located at 1290 Avenue of the Americas, New York, NY 10104.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Union has entered into the Business Combination Agreement with Holdco, Merger Sub and Procaps, which provides for the Business Combination in which, among other transactions, Merger Sub will merge with and into Union, with Union surviving such merger and becoming a direct wholly-owned subsidiary of Holdco, and Procaps will become a direct wholly-owned subsidiary of Holdco. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

As a result of the Business Combination: (i) the holders of all SPAC Ordinary Shares issued and outstanding prior to the Merger Effective Time will receive one validly issued and fully paid Holdco Ordinary Share in exchange for each SPAC Ordinary Share held by them; and (ii) each Procaps Shareholder will contribute its respective Procaps Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares. Please see “The Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Union shareholders are being asked to consider and vote upon a proposal by ordinary resolution to adopt and approve the Business Combination Agreement and approve the Transactions contemplated thereby, among other proposals. You are receiving this proxy statement/prospectus because you hold SPAC Ordinary Shares as of the record date for the Extraordinary General Meeting.

The SPAC Ordinary Shares, SPAC Warrants and SPAC Units are currently listed on Nasdaq under the symbols “LATN,” “LATNW” and “LATNU,” respectively. Holdco intends to apply to list its Holdco Ordinary Shares and Holdco Warrants on Nasdaq in connection with the Closing. All outstanding SPAC Units will be separated into their component securities immediately prior to the Closing. Accordingly, Holdco will not have units outstanding following consummation of the Business Combination.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety. This document also constitutes a prospectus of Holdco with respect to the Holdco Ordinary Shares issuable in the Merger.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

Q:     When and where is the Extraordinary General Meeting?

A:     The Extraordinary General Meeting will be held virtually, at https://www.cstproxy.com/unionacquisitioncorpii/sm2021. For the purposes of the SPAC Articles, the physical location of the Extraordinary General Meeting shall be the offices of Linklaters LLP located at 1290 Avenue of the Americas, New York, NY 10104.

Q:     How can I attend the Extraordinary General Meeting virtually?

Union is pleased to conduct the Extraordinary General Meeting virtually via the Internet through a live webcast and online shareholder tools. Union is offering shareholders the ability to attend the Extraordinary General Meeting virtually due to the continuing impact of and uncertainty surrounding the COVID-19 pandemic and to support the health and well-being of shareholders. However, Union also believes a virtual format facilitates shareholder attendance and participation by leveraging technology to allow Union to communicate more

effectively and efficiently with its shareholders. This format empowers shareholders around the world to participate at no cost. Union will use the virtual format to enhance shareholder access and participation and protect shareholder rights. For example:

•        Union Encourages Questions.    Shareholders have multiple opportunities to submit questions for the meeting. Shareholders may submit a question online in advance or live during the meeting, following the instructions below. During the meeting, Union will answer as many appropriate shareholder-submitted questions as time permits. Following the Extraordinary General Meeting, Union will publish an answer to each appropriate question received on its website at https://www.cstproxy.com/unionacquisitioncorpii/sm2021 as soon as practical following completion of the Extraordinary General Meeting.

•        Union Believes in Transparency.    Although the live webcast is available only to shareholders at the time of the meeting, following completion of the Extraordinary General Meeting, a webcast replay, final report of the inspector of election, and answers to all appropriate questions asked by investors in connection with the Extraordinary General Meeting will be posted to Union’s website at https://www.cstproxy.com/unionacquisitioncorpii/sm2021.

•        Union Proactively Takes Steps to Facilitate Your Participation.    During the Extraordinary General Meeting, Union will offer live technical support for all shareholders attending the meeting.

Meeting Admission

Attending Virtually.    If you plan to attend the Extraordinary General Meeting virtually, please be aware of what you will need to gain admission, as described below. If you do not comply with the procedures described here for attending the Extraordinary General Meeting virtually, you will not be able to participate in the Extraordinary General Meeting. Shareholders may participate in the Extraordinary General Meeting per the below instructions:

Union Acquisition Corp. II Virtual Shareholder Extraordinary General Meeting Information:

Meeting Date: September 22, 2021

Meeting Time: 9:00 a.m. Eastern Time

Extraordinary General Meeting webpage (information, webcast, and replay): https://www.cstproxy.com/unionacquisitioncorpii/sm2021

Telephone access (listen-only):

Within the U.S. and Canada: 1 888-965-8995 (toll-free)

Outside of the U.S. and Canada: +1 415-655-0243 (standard rates apply)

Passcode for telephone access:

99206908#

To attend virtually and participate in the Extraordinary General Meeting, shareholders of record must use their control number on their Notice of Internet Availability or proxy card to log into https://www.cstproxy.com/unionacquisitioncorpii/sm2021. Beneficial shareholders who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the shareholder communications mailbox to link through to the Extraordinary General Meeting; instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.

Union encourages you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin fifteen minutes prior to the start time. Union will have technicians ready to assist if you have difficulties accessing the virtual meeting during the check-in time or during the Extraordinary General Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or course of the Extraordinary General Meeting, please call 973-236-1576.

Asking Questions.    Shareholders have multiple opportunities to submit questions for the Extraordinary General Meeting. Shareholders who wish to submit a question in advance may do so on the Extraordinary General Meeting website, https://www.cstproxy.com/unionacquisitioncorpii/sm2021. Shareholders also may submit questions live during the meeting. Union plans to reserve time for shareholder questions to be read and answered by Union

personnel during the meeting. Shareholders can also access copies of this proxy statement/prospectus at the Extraordinary General Meeting website. In submitting questions, please note that Union will only address questions that are germane to the matters being voted on at the Extraordinary General Meeting.

Voting Before or During the Meeting

Whether you are a shareholder of record or a beneficial shareholder, you may direct how your shares are voted without participating in the Extraordinary General Meeting. Union encourages shareholders to vote well before the Extraordinary General Meeting, even if they plan to attend the virtual meeting, by completing proxies online or by telephone, or, if they received printed copies of these materials, by mailing their proxy cards. Shareholders can vote via the Internet in advance of or during the meeting. Shareholders who attend the virtual Extraordinary General Meeting should follow the instructions at https://www.cstproxy.com/unionacquisitioncorpii/sm2021 to vote or submit questions during the meeting.

Voting online during the meeting will replace any previous votes, and the online polls will close shortly after the beginning of the meeting on September 22, 2021.

Revoking Your Proxy or Changing Your Vote.    Shareholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote online during the Extraordinary General Meeting via the Internet, by telephone, by mail, or by delivering instructions to Union’s Secretary before the Extraordinary General Meeting commences. Beneficial shareholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares or by voting online during the meeting.

Q:     What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?

A:     Union shareholders are being asked to approve the following proposals at the Extraordinary General Meeting:

1.      Business Combination Proposal — a proposal by ordinary resolution to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination (Proposal No. 1);

2.      Merger Proposal — a proposal by special resolution to approve the Merger and authorize, approve and confirm the Plan of Merger (Proposal No. 2);

3.      The Nasdaq Proposal — a proposal by ordinary resolution to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of SPAC Ordinary Shares in connection with the PIPE, consisting of more than 20% of the current total issued and outstanding SPAC Ordinary Shares (Proposal No. 3); and

4.      Adjournment Proposal — a proposal by ordinary resolution to approve, if necessary, the adjournment of the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Union shareholders, (ii) to solicit additional proxies from Union shareholders in favor of the Transaction Proposals, or (iii) if Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition (as defined below) to each party’s obligation to consummate the Business Combination would not be satisfied. The Adjournment Proposal will only be presented to Union shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or the Nasdaq Proposal, or in the event that Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transaction, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied (Proposal No. 4).

Q:     What will happen in the Business Combination?

A:     Pursuant to the Business Combination Agreement, and upon the terms and subject to the conditions set forth therein, (a) Merger Sub will merge with and into Union, with Union surviving the merger and becoming a direct wholly-owned subsidiary of Holdco and, in the context of the Merger, (i) all SPAC Ordinary Shares outstanding shall be exchanged with Holdco for the right to receive the Merger Consideration in the form of Holdco Ordinary Shares pursuant to a share capital increase of Holdco, (ii) each SPAC Warrant will become a Holdco Warrant

exercisable for Holdco Ordinary Shares, on substantially the same terms as the SPAC Warrants, and (iii) Holdco shall enter into the Warrant Amendment with Union and Continental, to amend and assume Union’s obligations under the SPAC Warrant Agreement to give effect to the conversion of SPAC Warrants to Holdco Warrants; (b) immediately following the consummation of the Merger and prior to the Exchange, Holdco will redeem all 4,000,000 Holdco Redeemable A Shares held by Procaps as a result of the incorporation of Holdco at their nominal value; (c) immediately following the consummation of the Merger and the redemption of all the Holdco Redeemable A Shares, pursuant to the Exchange Agreements, each of the Procaps Shareholders, effective on the Exchange Effective Time, will contribute its respective Procaps Ordinary Shares to Holdco in exchange for Holdco Ordinary Shares, and, in the case of IFC, for Holdco Ordinary Shares and Holdco Redeemable B Shares, to be subscribed for by each such Procaps Shareholder; (d) as a result of the Exchange, Procaps will become a direct wholly-owned subsidiary of Holdco and the Procaps Shareholders will become holders of issued and outstanding Holdco Ordinary Shares and, in the case of IFC, Holdco Ordinary Shares and Holdco Redeemable B Shares; and (e) immediately following the Exchange, Holdco will redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with the IFC Redemption Agreement. Please see the section entitled “The Business Combination” for additional information.

Q:     Are the proposals conditioned on one another?

A:     The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that, in the event that any of the Business Combination Proposal, the Merger Proposal or the Nasdaq Proposal does not receive the requisite vote for approval, Union will not consummate the Business Combination. Pursuant to Section 48.6(a) of the SPAC Articles, if Union does not consummate the Business Combination and fails to complete an initial business combination by October 22, 2021, Union will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such Trust Account to its Public Shareholders.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including the approval by Union shareholders of the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal. In addition, unless waived by the parties to the Business Combination Agreement, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on, after giving effect to the exercise of the Redemption Rights and payments related thereto, Union having at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount of the PIPE received as of the Closing (the “Minimum Cash Condition”). Net Proceeds from the PIPE are expected to be $100,000,000. Since the amount in the Trust Account is less than $185,000,000, Union requires the funds from the PIPE in order to consummate the Business Combination, unless the Minimum Cash Condition is waived by the parties to the Business Combination Agreement.

For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination and Certain Agreements Related to the Business Combination.”

Q:     Why is Union proposing the Business Combination?

A:     Union is a Cayman Islands exempted company incorporated on December 6, 2018 as a blank check company for the purpose of entering into a merger, share exchange asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. While Union may pursue a business combination with a private or public target in any business, industry or geographic location, we have focused on opportunities to capitalize on the extensive networks and experience of our management team in Latin America to identify, acquire and operate a business in natural resources, industrial operations and financial services and technology sectors.

In the prospectus for the IPO dated October 17, 2019, Union did not establish any specific attributes or criteria (financial or otherwise) for prospective target businesses but indicated that the Union management would consider a variety of factors in evaluating a prospective business target. These factors include, among others: financial condition and results of operation, growth potential, brand recognition and potential, experience and

skill of management and availability of additional personnel, capital requirements, competitive position, barriers to entry, stage of development of the products, processes or services, existing distribution and potential for expansion, degree of current or potential market acceptance of the products, processes or services, proprietary aspects of products and the extent of intellectual property or other protection for products or formulas, impact of regulation on the business, regulatory environment of the industry, costs associated with effecting the business combination, industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and macro competitive dynamics in the industry within which the company competes. Based on its due diligence investigations of Procaps and the industry in which it operates, including the financial and other information provided by Procaps in the course of negotiations, Union believes that Procaps’ business meets Union’s investment criteria listed above.

The board of directors of Union (the “Union Board”) considered these wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by Union’s management and Union’s advisors. As a result, the Union Board concluded that a transaction with Procaps would present an attractive opportunity to maximize value for Union’s shareholders. Please see the section entitled “The Business Combination — Union’s Board of Directors’ Reasons for the Business Combination” for additional information.

Q:     Why is Union providing shareholders with the opportunity to vote on the Business Combination?

A:      Under the SPAC Articles, Union must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Union has elected to provide its shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Union is seeking to obtain the approval of its shareholders for the Business Combination Proposal to allow its Public Shareholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination. The approval of the Business Combination is required under the SPAC Articles, and the Merger requires the approval of Union shareholders under Cayman Islands law. In addition, such approvals are also conditions to the closing of the Business Combination under the Business Combination Agreement.

Q:     What is Procaps?

A:     Founded in 1977 by the Minski family, Procaps is a leading integrated international healthcare and pharmaceutical company based in Latin America with a presence in 13 countries and product reach in 50 markets modernizing oral drug delivery technology and capabilities with six state-of-the-art manufacturing facilities in Colombia, Brazil and El Salvador that provide innovative delivery technologies. Procaps is the top Softgel (as defined below) manufacturer in South and Central America and top three in the world in terms of Softgel production capacity. Procaps has extensive expertise in developing and manufacturing Softgel capsules and related dosage forms as evidenced by its development of over 500 pharmaceutical products formulations, resulting in the development of an average of over 150 new products, including more than 50 first time launch products, per year. As of December 31, 2020, Procaps employs over 4,700 people across 13 countries and has a strong history and focus on environmental, social and corporate governance (ESG) principles.

Q:     What revenues and profits/losses has Procaps generated in the last two years?

A:     For the fiscal years ended December 31, 2020 and 2019, Procaps had gross profits of $191.3 million and $182.5 million, and net loss for the year of $10.4 million and $17.0 million, respectively. As of December 31, 2020, Procaps’ total assets were $359.5 million, its total liabilities were $614.2 million and its total deficit was $254.7 million. For additional information, please see the sections entitled “Selected Historical Financial Data of Procaps” and “Procaps Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Q:     What risks does Procaps face in light of the COVID-19 pandemic?

A:      •       Procaps’ future results of operations are subject to fluctuations in the costs, availability, and suitability of the components of the products it manufactures, including active pharmaceutical ingredients, excipients, purchased components, and raw materials. In addition, the COVID-19 pandemic may interfere with the

operations of certain of Procaps’ direct or indirect suppliers or with international trade for these supplies, which could raise Procaps’ costs or reduce the productivity or slow the timing of its operations, which could have a material adverse effect on its business, financial condition and results of operations.

•        Procaps’ business, financial condition, and results of operations may be adversely affected by global health epidemics, including the COVID-19 pandemic.

•        The demand for Procaps’ iCDMO (as defined below) services depends in part on its customers’ research and development and the clinical and market success of their products. In the event Procaps’ customers spend less on, or are less successful in, these activities for any reason, including as a result of decrease in spending due to the COVID-19 pandemic or recessionary economic conditions caused in whole or in part by the pandemic, Procaps’ business, financial condition, and results of operations may be materially adversely affected.

For additional information, see “Risk Factors — Risks Related to Procaps.”

Q:     How has the announcement of the Business Combination affected the trading price of the SPAC Ordinary Shares?

A:     On March 30, 2021, the last trading date before the public announcement of the Business Combination, the SPAC Units and the SPAC Ordinary Shares closed at $10.45 and $10.04, respectively as reported by Bloomberg. On August 10, 2021, which is the latest closing price available on Bloomberg, the SPAC Units closed at $10.87 and on August 19, 2021, the record date of the Extraordinary General Meeting, the SPAC Ordinary Shares closed at $10.10, as reported by Bloomberg.

Q:     Following the Business Combination, will Union’s securities continue to trade on a stock exchange?

A:     No. Union anticipates that, following consummation of the Business Combination, the SPAC Units, SPAC Ordinary Shares and SPAC Warrants will be delisted from Nasdaq and Union will be deregistered under the Exchange Act. Upon the closing of the Business Combination, the Holdco Ordinary Shares and Holdco Warrants will be listed on the Nasdaq under the symbols “PROC” and “PROCW,” respectively.

Q:     Is the Business Combination the first step in a “going private” transaction?

A:     No. Union does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for Procaps to access the U.S. public markets. Accordingly, holders of SPAC Ordinary Shares that elect not to redeem their shares will have such shares exchanged on a one-for-one basis for Holdco Ordinary Shares.

Q:     What will the management of Holdco be following the Business Combination?

A:     Following the Business Combination, the Holdco Board is expected to be comprised of seven members, including Daniel W. Fink, Kyle P. Bransfield, Ruben Minski, Jose Minski, Alejandro Weinstein, Luis Fernando Castro and David Yanovich. Holdco’s executive management team will be led by the current management of Procaps. See the sections titled “Management of Procaps” and “Management of Holdco After the Business Combination” for more information.

Q:     What will Union shareholders receive in the Business Combination?

A:     At the Merger Effective Time, each SPAC Ordinary Share issued and outstanding prior to the Merger Effective Time will be exchanged for one Holdco Ordinary Share.

Q:     What will Union warrant holders receive in the Business Combination?

A:     At the Merger Effective Time, each SPAC Warrant that is outstanding immediately prior to the Merger Effective Time shall, pursuant to the SPAC Warrant Agreement and the Warrant Amendment, cease to represent a right to acquire one SPAC Ordinary Share and will be converted in accordance with the terms of such SPAC Warrant Agreement and the Warrant Amendment into a right to acquire one Holdco Ordinary Share (the “Holdco Warrant”).

Q:     What will unitholders receive in the Business Combination?

A:     In connection with the consummation of the Business Combination and immediately prior to the Merger Effective Time, the SPAC Units will automatically separate into their component parts, and holders of SPAC Units will receive one Holdco Ordinary Share for each SPAC Ordinary Share and one Holdco Warrant for each SPAC Warrant.

Q:     What interests do the Subscribers of the PIPE Shares have in the Business Combination?

A:     In connection with the Business Combination and concurrently with the execution of the Business Combination Agreement, Union entered into separate subscription agreements with each Subscriber, pursuant to which the Subscribers agreed to purchase, and Union agreed to sell to the Subscribers, an aggregate of 10,000,000 SPAC Ordinary Shares, for a fixed purchase price of $10.00 per share, and an aggregate purchase price of $100,000,000. Such shares have an aggregate market value of approximately $101,000,000, based on the closing price of SPAC Ordinary Shares of $10.10 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting.

Such PIPE Shares will automatically be exchanged for the right to receive Holdco Ordinary Shares on a one-for-one basis at the Merger Effective Time. These PIPE Shares will not be outstanding on the record date and will not be entitled to vote at the Extraordinary General Meeting. The issuance of the PIPE Shares pursuant to the Subscription Agreements is contingent upon customary closing conditions, including the substantially concurrent consummation of the Business Combination.

Union anticipates that the 10,000,000 PIPE Shares will (1) constitute more than 20% of the SPAC Ordinary Shares then outstanding, (2) constitute a change of control of Union and (3) be sold for a purchase price of $10.00 per share, which will be less than the lower of (i) the closing price immediately preceding the signing of the Business Combination Agreement or (ii) the average closing price of the SPAC Ordinary Shares for the five trading days immediately preceding the signing of the Business Combination Agreement. As a result, Union is required to obtain shareholder approval of such issuances pursuant to Nasdaq Listing Rules. For more information, see the section entitled “Proposal No. 2 — The Nasdaq Proposal.”

Q:     What equity stake will the current shareholders of Union, the PIPE Investors and the Procaps Shareholders hold in Holdco after the closing of the Business Combination?

A:     It is anticipated that, upon completion of the Business Combination, (i) Union’s existing Shareholders, including the Initial Shareholders, will own approximately 15.5% of the issued and outstanding Holdco Ordinary Shares, including 5,000,000 Holdco Ordinary Shares held by the Initial Shareholders that will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and 1,250,000 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement, (ii) the Procaps Shareholders will own approximately 76.1% of the issued and outstanding Holdco Ordinary Shares, all of which will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and including 10,464,612 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement, (iii) the Subscribers in the PIPE will own approximately 8.4% of the issued and outstanding Holdco Ordinary Shares. These relative percentages assume that (i) none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares, (ii) the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap and (iii) no additional equity securities of Union are issued at or prior to Closing, other than the 10,000,000 PIPE Shares currently subscribed for and to be issued in connection with the PIPE. If the actual facts are different than these assumptions, the percentage ownership retained by Union’s existing Shareholders will be different. Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

The following tables present the share ownership of various holders of Holdco Ordinary Shares upon the closing of the Business Combination and are based on the assumptions that (i) the Closing Date shall be August 31, 2021, (ii) the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap, (iii) no additional equity securities of Union are issued at or prior to Closing, other than the 10,000,000 PIPE Shares currently subscribed for and to be issued in connection with the PIPE and (iv) the following redemption scenarios:

No Redemptions:    This scenario assumes that none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares.

Maximum Redemptions:    This scenario assumes that Union’s existing Public Shareholders exercise their redemption rights with respect to approximately 5.0 million Public Shares (approximately 37% of the issued, outstanding and unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $10.00 per share. This maximum redemption scenario reflects the maximum number of SPAC Ordinary Shares that may be redeemed and still allow Union to meet the Minimum Cash Condition and the closing condition that the Holdco Ordinary shares be approved for listing on Nasdaq. The Nasdaq listing condition requires Holdco to have a market value of unrestricted publicly held shares, or “public float,” of at least $45 million. Assuming this maximum redemption scenario and a SPAC Ordinary Share price of $10.00 per share, Holdco is expected to have a public float of approximately $85.0 million.

Interim Redemption:    This scenario assumes that Union’s existing Public Shareholders exercise their redemption rights with respect to approximately 3.6 million Public Shares (approximately 26% of the issued, outstanding and unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $10.00 per share.

____________

(1)      Includes all officers and directors of Union that hold Founder Shares.

(2)      Includes Deseja, Simphony and Sognatore.

(3)      Includes 1,250,000 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement.

(4)      Includes 10,464,612 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement.

(5)      Assumes Holdco’s redemption of the 6 million Holdco Redeemable B Shares from IFC.

(6)      Approximate percentage of total outstanding Holdco Ordinary Shares following the closing of the Business Combination.

Q:     Will my rights as a shareholder of Holdco be different from my rights as a shareholder of Union?

A:     Yes, there are certain material differences between your rights as a shareholder of Union and your rights as a shareholder of Holdco. You are urged to read the sections entitled “Description of Holdco Securities” and “Comparison of Shareholder Rights.”

Q:     Will Union obtain new financing in connection with the Business Combination?

A:     Union and Holdco do not expect to enter into any debt financing in connection with the Business Combination, nor is Holdco expected to have any indebtedness following the completion of the Business Combination. Union will obtain new equity financing through the PIPE. Union will use the proceeds from the PIPE, together with a portion of the funds in the Trust Account to fund the cash consideration pursuant to the Business Combination

Agreement and the transaction expenses borne by Union pursuant to the Business Combination Agreement, and Holdco will use the remaining net proceeds to redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with the IFC Redemption Agreement and for general corporate purposes.

Q:     Why is Union proposing the Merger Proposal?

A:     As part of the Business Combination, Merger Sub will merge with and into Union, with Union continuing as the surviving company in such merger. Under the SPAC Articles and Cayman Islands law, Union must obtain the affirmative vote of a majority of at least two-thirds of shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting to effect the Merger. Therefore, Union is seeking to obtain the approval of its shareholders for the Merger Proposal. The approval of the Merger Proposal is also a condition to the closing of the Business Combination under the Business Combination Agreement. For additional information, please see the section entitled “Proposal No. 2 — The Merger Proposal.”

Q:     Why is Union proposing the Nasdaq Proposal?

A:     Union is proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d), which require shareholder approval of the issuance of securities in certain transactions that result in (1) the issuance of 20% or more of the voting power outstanding or shares of common stock outstanding before issuance of securities, (2) the issuance or potential issuance will result in a change of control of the registrant or (3) the sale or issuance of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance. Union anticipates that the 10,000,000 SPAC Ordinary Shares to be issued pursuant to the Subscription Agreements in the PIPE will (1) constitute more than 20% of the SPAC Ordinary Shares then outstanding, (2) constitute a change of control of Union and (3) be sold for a purchase price of $10.00 per SPAC Ordinary Share, which will be less than the lower of (i) the closing price immediately preceding the signing of the Business Combination Agreement or (ii) the average closing price of the SPAC Ordinary Shares for the five trading days immediately preceding the signing of the Business Combination Agreement. As a result, Union is required to obtain shareholder approval of such issuances pursuant to Nasdaq Listing Rules 5635(a), (b) and (d). For more information, see the section entitled “Proposal No. 3 — The Nasdaq Proposal.” The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and the Merger Proposal.

Q:     Why is Union proposing the Adjournment Proposal?

A:     Union is proposing the Adjournment Proposal to allow the Union Board to, if necessary, adjourn the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Union shareholders, (ii) to solicit additional proxies from Union shareholders in favor of the Transaction Proposals, or (iii) if Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied. The Adjournment Proposal will only be presented to Union shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or the Nasdaq Proposal, or in the event that Union shareholders redeem an amount of Public Shares such that, together with, or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to each party’s obligation to consummate the Business Combination would not be satisfied. Please see the section entitled “Proposal No. 4 — The Adjournment Proposal” for additional information.

Q:     What happens if I sell my SPAC Ordinary Shares before the Extraordinary General Meeting?

A:     The record date for the Extraordinary General Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your SPAC Ordinary Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be able to seek redemption

of your SPAC Ordinary Shares because you will no longer be able to deliver your share certificates (if any) and other redemption forms for cancellation upon consummation of the Business Combination and you will not be entitled to receive any Holdco Ordinary Shares following the Closing because only Union’s shareholders on the date of the Closing will be entitled to receive Holdco Ordinary Shares in connection with the Closing. If you transfer your SPAC Ordinary Shares prior to the record date, you will have no right to vote those shares at the Extraordinary General Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:     What vote is required to approve the proposals presented at the Extraordinary General Meeting?

A:     The approval of each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Accordingly, a Union shareholder who does not vote by proxy or in person (or virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on such proposals. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals. Currently, the Initial Shareholders, including the directors and officers of Union, own 26.9% of Union’s issued and outstanding SPAC Ordinary Shares, including all of the Founder Shares, and have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination.

The approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting. Accordingly, a Union shareholder’s failure to vote by proxy or in person (or virtually) at the Extraordinary General Meeting will not be counted towards the number of SPAC Ordinary Shares required to validly establish a quorum and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Merger Proposal. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals, including the Merger Proposal. The Initial Shareholders have agreed to vote their Founder Shares and any SPAC Ordinary Shares purchased by them during or after the IPO in favor of the Merger Proposal.

Q:     What happens if the Business Combination Proposal is not approved?

A:     Pursuant to Section 48.6 of the SPAC Articles, if the Business Combination Proposal is not approved and Union does not consummate a business combination by October 22, 2021, Union will be required to dissolve and liquidate the Trust Account.

Q:     How many votes do I have at the Extraordinary General Meeting?

A:     Union shareholders are entitled to one vote on each proposal presented at the Extraordinary General Meeting for each SPAC Ordinary Share held of record as of August 19, 2021, the record date for the Extraordinary General Meeting. As of the close of business on the record date, there were 18,553,164 outstanding SPAC Ordinary Shares.

Q:     What constitutes a quorum at the Extraordinary General Meeting?

A:     The holders of a majority of the issued and outstanding SPAC Ordinary Shares entitled to vote as of the record date for the Extraordinary General Meeting must be present, in person (including virtually) or represented by proxy, at the Extraordinary General Meeting to constitute a quorum and to conduct business at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals. The Initial Shareholders, who currently own 26.9% of the issued and outstanding SPAC Ordinary Shares, will count towards this quorum. In the absence of a quorum within half an hour from the time appointed for the Extraordinary General Meeting to commence, the Extraordinary General Meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Union Board may determine. As of the record date for the Extraordinary General Meeting, holders of 9,276,583 SPAC Ordinary Shares would be required to achieve a quorum.

Q:     How will the Initial Shareholders and Union’s other current directors and officers vote?

A:     In connection with Union’s IPO, Union entered into agreements with the Initial Shareholders and Union’s other current officers and directors, pursuant to which each agreed to vote their Founder Shares and any other SPAC Ordinary Shares acquired during or after the IPO in favor of the Business Combination Proposal. Currently, the Initial Shareholders hold approximated 26.9% of the issued and outstanding SPAC Ordinary Shares.

Q:     What interests do the Initial Shareholders and Union’s other current officers and directors have in the Business Combination?

A:     The Initial Shareholders and Union’s other directors and executive officers may have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include:

•        the beneficial ownership of the Initial Shareholders of an aggregate of 5,000,000 Founder Shares, originally acquired for an aggregate purchase price of $25,000, or approximately $0.006 per share. The Founder Shares initially were purchased by the Sponsors with each Sponsor, Union Acquisition Associates II, LLC and Union Group International Holdings Limited, purchasing 2,515,625 Founder Shares for $12,500. The Sponsors then transferred an aggregate of 152,500 shares to Union’s officers, directors advisors and their affiliates. Following the forfeiture of 31,250 shares due to the underwriters’ over-allotment in connection with the IPO, 5,000,000 Founder Shares remained outstanding. The Founder Shares would become worthless if Union does not complete a business combination within the applicable time period, as the Initial Shareholders and Union’s other officers and directors have waived any right to redemption with respect to these shares. The Founder Shares have an aggregate market value of approximately $50,500,000, based on the closing price of SPAC Ordinary Shares of $10.10 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting;

•        The beneficial ownership of the Sponsors, and their respective affiliates, of 3,375,000 Private Placement Warrants to be retained by the Sponsors, 1,250,000 of which will be held in escrow until released pursuant to the terms of the Transaction Support Agreement, out of the 6,250,000 Private Placement Warrants initially purchased by the Sponsors at a price of $1.00 per warrant, for an aggregate price of $6,250,000. The 3,375,000 Private Placement Warrants to be retained by the Sponsors have an aggregate market value of approximately $2,463,750, based on the closing price of SPAC Warrants of $0.73 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting.

•        Union’s Sponsors, officers and directors, and any of their respective affiliates, will not receive reimbursement for any out-of-pocket expenses incurred by them on Union’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of December 31, 2020, no more than $100,000 in out of-pocket expenses have been incurred by Union’s directors incident to identifying, investigating and consummating a business combination;

•        the potential continuation of certain of Union’s officers and directors as directors of Holdco;

•        the continued indemnification of current directors and officers of Union and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the Sponsors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate; and

•        the Sponsors and their respective affiliates can earn a positive rate of return on their investment, even if other Union shareholders experience a negative rate of return in the post-business combination company.

These interests may influence Union’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination — Interests of Union’s Directors and Officers in the Business Combination.”

Q:     Does the Union Board, including the independent members thereof, recommend that Union’s shareholders approve the business combination and the related proposals?

A:     Yes. The Union Board, including the independent members thereof, recommends that Union shareholders vote “FOR” each of the proposals. When you consider the recommendation of the Union Board in favor of each of the proposals, you should keep in mind that certain of Union’s directors and officers have interests in the Business Combination that may conflict with your interests as a Union shareholder. Please see the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination.”

Q:     Did the Union Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. Union’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Union’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The board of directors also determined, without seeking a valuation from a financial advisor, that Procaps’ fair market value was at least 80% of Union’s net assets (excluding deferred underwriting discounts and commissions). Accordingly, investors will be relying on the judgment of Union’s board of directors as described above in valuing the Procaps business and assuming the risk that the board of directors may not have properly valued such business.

Q:     What happens if I vote against the Business Combination Proposal?

A:     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Merger Proposal and the Nasdaq Proposal and the satisfaction or waiver of the other conditions to Closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement. If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the shareholders of Union that are entitled to vote and who attend and vote at the Extraordinary General Meeting, then the Business Combination Proposal will fail and Union will not consummate the Business Combination. If Union does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until October 22, 2021. Pursuant to Section 48.6 of the SPAC Articles, if Union fails to complete an initial business combination by October 22, 2021, then it will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to its Public Shareholders.

Q:     Do I have redemption rights?

A:     If you are a holder of Public Shares, you may redeem all or a portion of your Public Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Union to pay its taxes, divided by the number of then outstanding Public Shares; provided that Union will not redeem any Public Shares issued in the IPO to the extent that such redemption would result in Union having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares sold in the IPO in connection with any vote on a business combination. Holders of outstanding SPAC Public Warrants do not have redemption rights in connection with the Business Combination. The Initial Shareholders and Union’s other current officers and directors have agreed to waive their redemption rights with respect to any SPAC Ordinary Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For

illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $136,966,483.64 as of June 14, 2021, the estimated per share redemption price would have been approximately $10.10. This is greater than the $10.00 IPO price of the SPAC Units. On April 12, 2021, Union announced that if the Extension Amendment to the SPAC Articles were approved, Union would deposit a maximum total of $0.12 into the Trust Account for each of the Public Shares that were not redeemed in connection with the Extension Amendment to the SPAC Articles (the “Contribution”). The terms of the Contribution are that each month, commencing on, and including, April 22, 2021, until the earlier of October 22, 2021 and the consummation of the Business Combination, a deposit in an amount equal to $0.02 per Public Share will be made into the Trust Account. As of April 16, 2021, in connection with the Extension Amendment to the SPAC Articles, the holders of 6,446,836 SPAC Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption amount of approximately $64,898,080.62. A Contribution in the amount of $271,063.28 was made for each of April, May, June and July of 2021. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Union to pay franchise and income taxes (less $100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account, unless Union completes an alternative business combination prior to October 22, 2021.

Q:     Can the Initial Shareholders redeem their Founder Shares in connection with the consummation of the Business Combination?

A:     No. The Initial Shareholders and Union’s other current officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any SPAC Ordinary Shares they may hold in connection with the consummation of the Business Combination.

Q:     Is there a limit on the number of Public Shares I may redeem?

A:     Yes. A Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Shareholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.

Q:     Is there a limit on the total number of SPAC Ordinary Shares that may be redeemed?

A:     Yes. The SPAC Articles provide that Union may not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash requirement that may be contained in the Business Combination Agreement. Other than this limitation, the SPAC Articles do not provide a specified maximum redemption threshold. The Business Combination Agreement provides that, as a condition to each party’s obligation to consummate the Business Combination, Union may not have net tangible assets less than $5,000,001 at the Closing Date of the Business Combination. In addition, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on Union having at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE (i.e. the Minimum Cash Condition). The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties; provided, however, that in the event that Union has less than an aggregate of $160,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE, Procaps and Holdco shall require the consent of IFC to waive the Minimum Cash Condition. If the aggregate cash consideration Union would be required to pay for all Public Shares that are validly submitted for redemption plus the amounts required to satisfy the Minimum Cash Condition pursuant to the terms of the Business Combination Agreement exceeds the aggregate amount of cash available to Union, it may not complete the Business Combination or redeem any shares, all Public Shares submitted for redemption will be returned to the holders thereof, and Union instead may search for an alternate business combination. The net proceeds from the PIPE are expected to be $100,000,000. Since the amount in the Trust Account is less than $185,000,000, Union requires the funds from the PIPE in order to consummate the Business Combination, unless the Minimum Cash Condition is waived.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, the Adjournment Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the Nasdaq.

It is a condition to closing under the Business Combination Agreement, however, that Union has, in the aggregate, cash (held both in and outside of the Trust Account, including the aggregate amount received from the PIPE) that is equal to or greater than $185,000,000 (i.e., the Minimum Cash Condition), without any breach or inaccuracy of the representations or warranties or failure to perform any of the covenants set forth in the Business Combination Agreement. If redemptions by Public Shareholders cause Union to be unable to meet the Minimum Cash Condition, then Procaps and Holdco will not be required to consummate the Business Combination, although Procaps and Holdco may, in their sole discretion, waive this condition; provided, however, that in the event that Union has less than an aggregate of $160,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE, Procaps and Holdco shall require the consent of IFC to waive the Minimum Cash Condition. Since the amount in the Trust Account is less than $185,000,000, Union requires the funds from the PIPE in order to consummate the Business Combination, unless the Minimum Cash Condition is waived.

Q:     How do I exercise my redemption rights?

A:     To exercise your redemption rights (i) if you hold SPAC Units, separate the underlying SPAC Ordinary Shares and SPAC Public Warrants, and (ii) prior to 5:00 p.m. Eastern Time on September 17, 2021 (two business days before the Extraordinary General Meeting), tender your shares physically or electronically and submit a request in writing that Union redeem your public shares for cash to Continental Stock Transfer & Trust Company (the “Transfer Agent”), at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Notwithstanding the foregoing, a holder of SPAC Ordinary Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares included in the units sold in the IPO, which is referred to herein as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash.

Union shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Union’s understanding that Union shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Union does not have any control over this process and it may take longer than two weeks. Union shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Union shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the proposal by ordinary resolution to approve the Business Combination at the Extraordinary General Meeting, or to deliver their share certificates (if any) and other redemption forms to the Transfer Agent electronically using Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver share certificates (if any) and other redemption forms is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights with respect to my Public Shares?

A:     The receipt of cash by a U.S. holder (as defined below under the caption “Material Tax Considerations”) of SPAC Ordinary Shares in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “Material Tax Considerations — U.S. holders — Redemption of SPAC Ordinary Shares” for additional information. U.S. holders of SPAC Ordinary Shares considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

Q:     If I am a Union warrant holder, can I exercise redemption rights with respect to my SPAC Public Warrants?

A:     No. The holders of SPAC Public Warrants have no redemption rights with respect to such public warrants.

Q:     If I hold SPAC Public Warrants, what are the U.S. federal income tax consequences of my SPAC Public Warrants converting into Holdco Warrants?

A:     A U.S. holder (as defined below under the caption “Material Tax Considerations”) that owns only SPAC Warrants but not SPAC Ordinary Shares and whose SPAC Warrants convert into Holdco Warrants should be treated as exchanging such SPAC Warrants for “new” warrants. If so treated, a U.S. holder generally should be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the Holdco Warrants held by it immediately following the Merger and the adjusted tax basis of the SPAC Warrants held by it immediately prior to the Merger. A U.S. holder’s tax basis in Holdco Warrants received in the Merger will equal the fair market value of such Holdco Warrants. A U.S. holder’s holding period in such U.S. holder’s Holdco Warrants should begin on the day after the Merger.

If the deemed transfer of SPAC Warrants also qualifies as part of a “reorganization” within the meaning of Section 368 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a U.S. holder of SPAC Warrants generally should not recognize any gain or loss on any such deemed transfer of SPAC Warrants, and such U.S. holder’s basis in the Holdco Warrants deemed received should be equal to the U.S. holder’s basis in its SPAC Warrants deemed transferred. It is unclear whether the Merger, in addition to qualifying as an exchange described in Section 351(a) of the Code, will also qualify as a “reorganization” under Section 368 of the Code. There are many requirements that must be satisfied in order for the Merger to qualify as a “reorganization” under Section 368 of the Code, some of which are based upon factual determinations and others are fundamental to corporate reorganizations. There can be no assurance that the Merger qualifies as a reorganization under Section 368 of the Code.

U.S. holders of SPAC Warrants are urged to consult with their tax advisors regarding the treatment of their SPAC Warrants in connection with the Merger.

For an additional discussion of the U.S. federal income tax treatment of SPAC Public Warrants in connection with the Merger, including the treatment of a U.S. holder that owns SPAC Ordinary Shares in addition to SPAC Warrants, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. holders,” which qualifies the summary above in its entirety.

Q:     Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

A:     With respect to the Merger, the Cayman Islands Companies Act provides for a right of dissenting Union shareholders to be paid the fair value of their shares upon their dissenting to the merger set out in such law.

Dissenter or appraisal rights are not available to holders of Holdco Shares in connection with the Business Combination.

Holders of SPAC Units and SPAC Warrants do not have appraisal rights in respect to their SPAC Units and SPAC Warrants in connection with the Business Combination under the Cayman Islands Companies Act.

Holders of SPAC Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Islands Companies Act may have the right, under certain circumstances, to object to the Merger and exercise statutory appraisal (“dissenter”) rights, including rights to seek payment of the fair value of their SPAC Ordinary Shares. These statutory appraisal rights are separate to the right of Public Shareholders to elect to have their shares redeemed for cash at the applicable redemption price in accordance with the SPAC Articles. It is possible that, if shareholders of Union exercise their statutory dissenter rights, the fair value of the SPAC Ordinary Shares determined under Section 238 of the Cayman Islands Companies Act could be more than, the same as, or less than shareholders would obtain if they exercise their redemption rights as described herein. However, it is Union’s view that such fair market value would equal the amount which shareholders of Union would obtain if they exercise their redemption rights as described herein. Shareholders need not vote against any of the Proposals at the Extraordinary General Meeting in order to exercise their statutory dissenter rights under the Cayman Islands Companies Act.

Shareholders who do wish to exercise dissenter rights, if applicable (“Dissent Rights” and the shares held by such shareholders, the “Dissenting Shares”), will be required to deliver notice to Union prior to the Extraordinary General Meeting and follow the process prescribed in Section 238 of the Cayman Islands Companies Act. This is a separate process with different deadline requirements to the process which shareholders must follow if they wish to exercise their redemption rights in accordance with the SPAC Articles.

At the Merger Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Cayman Islands Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Cayman Islands Companies Act or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Islands Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Cayman Islands Companies Act shall cease and such SPAC Ordinary Shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s SPAC Ordinary Shares shall thereupon be deemed to have been converted as of the effective time of the Merger into the right to receive one Holdco Ordinary Share.

In the event that any holder of SPAC Ordinary Shares delivers notice of their intention to exercise Dissent Rights, if any, Union shall have the right and may at its sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Islands Companies Act. In such circumstances where the exception under Section 239 of the Cayman Islands Companies Act is invoked, no Dissent Rights shall be available to shareholders of Union, including those shareholders of Union who have delivered a written objection to the Merger prior to the Extraordinary General Meeting and followed the process prescribed in Section 238 of the Cayman Islands Companies Act, and each such holder’s SPAC Ordinary Shares shall thereupon be deemed to have been converted as of the effective time of the Merger into the right to receive one Holdco Ordinary Share. Accordingly, shareholders of Union are not expected to ultimately have any appraisal or dissent rights in respect of their SPAC Ordinary Shares in connection with the Merger or Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be used to: (i) pay Union shareholders who properly exercise their redemption rights and (ii) pay the cash consideration pursuant to the Business Combination Agreement. Any additional funds available for release from the Trust Account will be used by Holdco to redeem 6,000,000 Holdco Redeemable B Shares from IFC for a total purchase price of $60,000,000 in accordance with the IFC Redemption Agreement and for general corporate purposes following the Business Combination.

Q:     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Unlike some other blank check companies that require its public shareholders to vote against a business combination to exercise their redemption rights, the Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is substantially reduced as a result of redemption by the Public Shareholders. The SPAC Articles do not allow the redemption of public shares that would cause Union’s net tangible assets to be less than $5,000,001 following such redemptions. The Initial Shareholders have agreed to vote their Founder Shares, which represent approximately 26.9% of the issued and outstanding SPAC Ordinary Shares, and any SPAC Ordinary Shares acquired during or after the IPO in favor of the Business Combination Proposal. Also, with fewer Public Shares and Public Shareholders, the trading market for Holdco Ordinary Shares may be less liquid than the market for SPAC Ordinary Shares was prior to the Business Combination. Holdco may not be able to meet the listing standards for Nasdaq. It is a condition to the consummation of the Business Combination that Holdco Ordinary Shares to be issued in connection with the Business Combination are accepted for listing on Nasdaq or another national securities exchange. Union, Holdco, Merger Sub and Procaps have certain obligations under the Business Combination Agreement to use reasonable best efforts to consummate the Business Combination, including with respect to satisfying the Nasdaq listing condition. Unless waived in accordance with the Business Combination Agreement, if the Nasdaq listing condition in the Business Combination Agreement is not met, the Business Combination will not be consummated.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. Please see the sections entitled “The Business Combination Agreement” and “Certain Agreements Related to the Business Combination” for information regarding the parties’ specific termination rights. If Union does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until October 22, 2021. Pursuant to Section 48.6 of the SPAC Articles, if Union fails to complete an initial business combination by October 22, 2021, then Union shall: (i) cease all operations except for the purpose of winding-up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Union (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then issued Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Union’s remaining shareholders and the Union Board, liquidate and dissolve, subject in the case of sections (ii) and (iii) above, to Union’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per SPAC Unit in the IPO. Please see the section entitled “Risk Factors — Risks Related to Union” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the SPAC Public Warrants and Private Placement Warrants, which will expire worthless if Union fails to complete an initial business combination by October 22, 2021.

Q:     When is the Business Combination expected to be completed?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing the Business Combination.”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of SPAC Ordinary Shares on August 19, 2021, the record date for the Extraordinary General Meeting, you may vote with respect to the proposals in person (or virtually) at the Extraordinary General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 4:00 p.m. Eastern Time on September 21, 2021.

Voting in Person at the Meeting.    If you attend the Extraordinary General Meeting and plan to vote in person, you will be provided with a ballot at the Extraordinary General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to bring to the Extraordinary General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Extraordinary General Meeting” elsewhere in this proxy statement/prospectus.

Q:     What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?

A:     At the Extraordinary General Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as present for purposes of determining whether a quorum is present. For purposes of approval, abstentions and broker non-votes will be counted as present for the purpose of determining a quorum but will have no effect on any of the Proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by Union without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters that properly come before the Extraordinary General Meeting.

Q:     If I am not going to attend the Extraordinary General Meeting in person, should I return my proxy card instead?

A:     Yes. Whether or not you plan to attend the Extraordinary General Meeting, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Trademarks, Tradenames and Service Marks

This proxy statement/prospectus contains trademarks, trade names and service marks that are the property of Procaps, or one of its subsidiaries, as well as, for informational purposes, trademarks, trade names, and service marks that are the property of other organizations. Solely for convenience, certain trademarks, trade names, and service marks referred to in this report appear without the ®, ™ and SM symbols, but those references are not intended to indicate that we or the applicable owner, as the case may be, will not assert, to the fullest extent under applicable law, our or their rights to such trademarks, trade names, and service marks.

Risk Factors

In addition to the other information contained in (or incorporated by reference into) this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on Holdco’s business, reputation, revenue, financial condition, results of operations and future prospects, in which event the market price of the Holdco Ordinary Shares could decline, and you could lose part or all of your investment. Unless otherwise indicated, reference in this section and elsewhere in this proxy statement/ prospectus to the Procaps business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, the business, reputation, financial condition, results of operations, revenue and future prospects of Holdco.

References in this section to “we”, “our”, “us” or “Procaps” generally refer to Crynssen Pharma Group Limited.

Risks Related to Procaps

Risks Related to Product Development and Manufacturing

The development of new pharmaceutical products is a complex, risky and lengthy process involving significant financial, research and development and other resources, which may be delayed due to various factors. Such delays can result in increased costs or the emergence of competing products, which may have a material adverse effect on our business, financial condition and results of operations.

We develop advanced pharmaceutical oral delivery systems technologies primarily in the form of soft gelatin capsules (“Softgel”) that are used in the manufacturing of prescription pharmaceutical drugs (“Rx”) and over the counter (“OTC”) pharmaceutical products, as well as high-complexity drugs for hospital use, personal protective equipment, immunosuppressant, oncology and analgesics products and syringes, among other products. The development of new pharmaceutical products, including our advanced oral delivery systems, is a complex, inherently risky and lengthy process involving significant financial, research and development (“R&D”) and other resources. A project may be delayed at any stage of the process due to various factors, including failure to obtain the required regulatory approvals for the product being developed or for its manufacturing facilities in a timely manner.

Decisions on the launch of a new oral delivery system and the timing of such launches are primarily driven by our R&D development team. Once the development of the product is completed and the results and appropriate documentation is submitted to the applicable health authority, investments made in the manufacture of pre-launch product, marketing materials and sales force training, may result in additional expenses if the product is not approved in a timely manner. Additionally, other factors such as price negotiation, large-scale natural disasters or global pandemics, and competitor activity may significantly delay the launch of a new product.

Significant delays in the development and anticipated launch dates of new products could hinder our achievement of development targets, adversely affect the reputation of our R&D capabilities, allow our competitors to bring competing products to the market before we do, significantly reduce the return on costs incurred in preparing for the launch of seasonal products that are launched off-season, and result in increased costs if marketing and sales efforts need to be rescheduled, which could materially adversely affect our business, financial condition and results of operations.

We are subject to strict controls on the commercialization processes for our pharmaceutical products, including their development, manufacture, distribution and marketing, which vary by country and by region. Any delays in regulatory reviews or approvals could delay our ability to market our products, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to strict controls on the commercialization processes for our pharmaceutical products, including their development, manufacturing, distribution and marketing. The criteria for establishing safety, efficacy and quality, which are essential for securing marketing approvals, vary by country and by region. Regulators delay approvals and require additional data before approval is granted, even though the pharmaceutical products may already be approved or launched in other countries.

Factors including advances in science and technology, evolving regulatory science and new laws and policies, can result in delays in the approval of new pharmaceutical products, including new advanced oral delivery systems. While we seek to manage most of these risks, unanticipated and unpredictable policymaking by governments and regulators, limited regulatory authority resources or conflicting priorities can often lead to delays in regulatory approvals. Any such delays in regulatory reviews and approvals could delay the marketing of our products, resulting in increased costs as described above, which may have a material adverse effect on our business, financial condition and results of operations.

Our future results of operations are subject to fluctuations in the costs, availability, and suitability of the components of the products we manufacture, including active pharmaceutical ingredients, excipients, purchased components, and raw materials. In addition, the COVID-19 pandemic may interfere with the operations of certain of our direct or indirect suppliers or with international trade for these supplies, which could raise our costs or reduce the productivity or slow the timing of our operations, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on various active pharmaceutical ingredients, components, compounds, raw materials, and energy supplied primarily by others for our offerings. This includes, but is not limited to, pharmaceutical and biologic ingredients, gelatin, starch, and iota carrageenan for our Softgel products, packaging films for our Rx and OTC products, and glass vials and syringes for injectable fill-finish for certain of our Rx and Diabetrics (as defined below) products. Also, certain of our customers provide to us their active pharmaceutical or biologic ingredient for formulation or incorporation in the finished product and may supply other raw materials as well. It is possible that any of our or our customers’ supplier relationships could be interrupted due to changing regulatory requirements, import or export restrictions, natural disasters, international supply disruptions, whether caused by pandemics or otherwise, geopolitical issues, operational or quality issues at the suppliers’ facilities, and other events, or could be terminated in the future.

For example, gelatin is a critical component in most of our Softgel products produced by our Nextgel segment. Gelatin is available from only a limited number of sources. In addition, much of the gelatin we use is bovine-derived. Past concerns of contamination from bovine spongiform encephalopathy (“BSE”), have narrowed the number of possible sources of particular types of gelatin. If there were a future disruption in the supply of gelatin from any one or more key suppliers, we may not be able to obtain an adequate alternative supply from our other suppliers. If future restrictions were to emerge on the use of bovine-derived gelatin due to concerns of contamination from BSE or otherwise, any such restriction could hinder our ability to timely supply our customers with products and the use of alternative non-bovine-derived gelatin could be subject to lengthy formulation, testing, and regulatory approval.

A disruption at any of our main manufacturing facilities could materially and adversely affect our business, financial condition and results of operations.

Our manufacturing operations are concentrated in six locations throughout Colombia, Brazil and El Salvador. A significant disruption at one or more of these facilities, whether it be due to fire, natural disaster, power loss, intentional acts of vandalism, climate change, war, terrorism, insufficient quality, or pandemic could materially and adversely affect our business.

Additionally, regulatory authorities routinely inspect all of our manufacturing facilities for compliance with applicable laws, rules, regulations and practices. While our manufacturing sites are compliant, if a regulatory authority were to identify serious adverse findings not corrected upon follow up inspections, we may be required to issue product recalls, shut down manufacturing facilities, and take other remedial actions. If any manufacturing facility were forced to cease or limit production, our business, financial condition and results of operations could be materially adversely affected.

Risks Related to Procaps’ Business and Financial Condition

Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited consolidated financial statements included in this this proxy statement/prospectus.

Our audited consolidated financial statements were prepared assuming that we will continue as a going concern. However, the report of our independent registered public accounting firm included elsewhere in this proxy statement/prospectus contains an explanatory paragraph on our consolidated financial statements stating there is

substantial doubt about our ability to continue as a going concern, meaning that we may not be able to continue in operation for the foreseeable future or be able to realize assets and discharge liabilities in the ordinary course of operations. Such an opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities or otherwise. There is no assurance that sufficient financing will be available when needed to allow us to continue as a going concern. The perception that we may not be able to continue as a going concern may also make it more difficult to raise additional funds or operate our business due to concerns about our ability to meet our contractual obligations.

Based on current operating plans, assuming successful completion of the Transactions and together with cash flows from operating activities, available debt financing arrangements and financial support from the Procaps Shareholders, who may provide us additional equity financing in the case we are not able to meet our financial liabilities, we believe that we have resources to fund our operations for at least the next twelve months, but may require further funds to finance our activities thereafter. We may also consider potential financing options with banks or other third parties. In the event the Transactions are not completed as expected, we may need to consider alternative arrangements and such arrangements could have a potentially significant negative impact on our ability to continue our operations.

We have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and results of operations.

Procaps is, prior to the Business Combination, a private company and has limited accounting and financial reporting personnel and other resources with which to address its internal controls and procedures. In connection with the audit of our consolidated financial statements for the year ended December 31, 2019 and 2020, we identified material weaknesses in our internal controls related to (i) our manual consolidation process which lacks the appropriate internal controls to prevent or detect material misstatements in a timely manner and to ensure that financial data recorded was complete and accurate, (ii) our information technology controls not being sufficiently designed and implemented to address certain information technology risks, (iii) the sufficiency of technical accounting resources with an appropriate level of technical experience required for timely and accurate financial reporting in accordance with IFRS, (iv) lack of system controls and effective process to ensure that all manual journal entries are properly reviewed and approved prior to posting to the general ledger, and (v) our controls and monitoring activities not being effective to ascertain whether the components of our internal control are present and functioning. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

Our remediation activities are ongoing, and we will continue our initiatives to hire and train competent personnel, effectively implement our internal controls over financial reporting and further document our policies, procedures, and internal controls. However, if our remedial measures are insufficient to address the material weaknesses, or if additional material weakness or significant deficiencies in our internal control are discovered or occur in the future, our, and Holdco’s, financial statements may contain material misstatements. If our or Holdco’s financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if the financial statements of Holdco are not filed on a timely basis in the future, Holdco could be subject to sanctions or investigations by Nasdaq, or any other stock exchange on which Holdco Ordinary Shares are listed, the SEC or other regulatory authorities. Either case could adversely affect investor confidence in us and materially and adversely affect our business and results of operations.

We are an international company with operations primarily in Latin America and are subject to the market risks of the countries in which we manufacture and/or sell our products, and to risks associated with foreign exchange rates.

We currently maintain production facilities in Colombia, Brazil and El Salvador. Our ability to conduct and expand our business and our financial performance are subject to the risks inherent to international operations, such as currency controls, currency fluctuations, trade barriers, increases in duties, taxes and governmental royalties, nationalization, forced negotiation, changes in local labor conditions, labor strikes, price instability, interest rates, modification of existing contracts and changes in local laws and policies, regulation, taxation, social instability and

other political, social and economic developments affecting the countries in which we operate. We have no control over these factors and they may have an adverse effect on our business, financial condition, results of operations and prospects.

We report our financial results in U.S. dollars. However, a significant portion of our net sales, assets, indebtedness and other liabilities, and costs are denominated in foreign currencies. These currencies include, among others, the Colombian Peso, the Brazilian Real, and the Peruvian Soles. Approximately 44% of our revenue is U.S. dollar denominated. Our results of operations and, in some cases, cash flows, have in the past been, and may in the future be, adversely affected by movements in exchange rates. Although a significant portion of our operating costs are denominated in foreign (non-U.S.) currency, naturally reducing our exposure to changes in certain foreign currency exchange rates, we may implement currency hedges or take other actions intended to further reduce our exposure to changes in foreign currency exchange rates. If we are not successful in mitigating the effects of changes in exchange rates on our business, any such changes could materially impact our results.

Additionally, our operations may be adversely affected by trade barriers, , increases in duties, taxes and governmental royalties, social unrest, labor strikes, expropriation, nationalization, forced negotiation or modification of existing contracts, and changes in the local laws and policies of the countries in which we conduct our business. We are also exposed to risks related to social instability and other political, economic or social events in these countries, which could have an adverse effect on our business, financial condition and results of operations, as well as our ability to comply with our financial obligations in a timely manner.

In addition, several emerging market economies are particularly vulnerable to the impact of rising interest rates, inflationary pressures, weaker oil and other commodity prices, and large external deficits. Risks in one country can limit our opportunities for portfolio growth and negatively affect our operations in another country or countries. As a result, any such unfavorable conditions or developments could have an adverse impact on our operations.

If we do not enhance our existing products and services, or introduce new technology or service offerings in a timely manner, our products and services may become uncompetitive over time, or customers may not buy our products or buy less of them, which could have a material adverse effect on our business, financial condition and results of operations.

The healthcare industry is characterized by rapid technological change. Demand for our Rx and OTC pharmaceutical products, our diabetes-focused treatment and management platform (“Diabetrics”) products and services, and our integral contract development and manufacturing organization (“iCDMO”) services may change in ways we may not anticipate because of evolving industry standards as well as a result of evolving customer needs that are increasingly sophisticated and varied and the introduction by others of new offerings and technologies that provide alternatives to our products and services. Approximately 62% of our sales (86% of B-to-B (as defined below) sales and 52% of B-to-C (as defined below) sales) are linked to products and services based on our proprietary technologies. To the extent that such technologies are protected by patents, their related offerings may become subject to competition as the patents expire. Without the timely introduction of enhanced or new products and services, and technologies, our offerings may become uncompetitive over time, in which case our revenue and operating results would suffer. For example, if we are unable to respond to changes in the nature or extent of the technological or other needs of our pharmaceutical customers through enhancing our pharmaceutical products and services offerings, our competition may develop offerings that are more competitive than ours and we could find it more difficult to renew or expand existing agreements or obtain new agreements. Potential innovations intended to facilitate enhanced or new offerings generally will require a substantial investment before we can determine their commercial viability, and we may not have financial resources sufficient to fund all desired innovations.

The success of enhanced or new pharmaceutical products and services will depend on several factors, including our ability to:

•        properly anticipate and satisfy customer needs, including increasing demand for lower cost products;

•        enhance, innovate, develop, and manufacture new offerings in an economical and timely manner;

•        differentiate our products and services from competitors’ offerings;

•        achieve positive clinical outcomes for our and our customers’ new products;

•        meet safety requirements and other regulatory requirements of governmental agencies;

•        obtain valid and enforceable intellectual property rights; and

•        avoid infringing the proprietary rights of third parties.

Even if we succeed in creating enhanced or new pharmaceutical products and services from these innovations, they may still fail to result in commercially successful offerings or may not produce revenue in excess of the costs of development, and they may become uncompetitive due to changing customer preferences or the introduction by our competitors of offerings embodying new technologies or features. Finally, innovations may not be accepted quickly in the marketplace because of, among other things, entrenched patterns of clinical practice, the need for regulatory clearance, and uncertainty over market access or government or third-party reimbursement.

The demand for OTC products may be impacted by changes in consumer preferences. If we are unable to adapt to these changes, we may lose market share and our net sales may be negatively impacted, which could have a material adverse effect on our business, financial condition and results of operations.

Consumer preferences related to health concerns may change, which could negatively impact demand for our OTC products or cause us to incur additional costs to change our OTC products or product packaging. The success of certain our OTC products such as gastrointestinal, skin care and vitamins, minerals and supplements, is dependent on the continued growth in demand for overall health related products. If demand for products in this category decreases, our financial condition and results of operations would be negatively impacted.

Furthermore, our OTC consumer products customers may request changes in packaging to meet consumer demands, which could cause us to incur inventory obsolescence charges and redesign costs, which in turn could negatively impact our results of operations.

Our business depends upon certain customers for a significant portion of our sales, therefore, a disruption of our relationship with these customers or any material adverse change in these customers’ businesses could have a material adverse effect on our business, financial condition and results of operations.

Sales to the five largest economic groups that form part of our customer base comprised approximately 27.5% of our net sales for the year ended December 31, 2020. While no other customer individually comprised more than 7.2% of net sales. If our relationship with one of the five largest economic groups that form part of our customer base, including the terms of doing business with such customers, changes significantly, it could have a material adverse impact on our business, financial condition and results of operations.

Many of our customers, which include major global, national, and regional retail drug, supermarket, and mass merchandise chains, major wholesalers, sourcing groups, hospitals and grocery stores located primarily in Latin America and the United States, continue to merge or consolidate. Such consolidation has provided, and may continue to provide, customers with additional purchasing leverage, and consequently may increase the pricing pressures we face. The emergence of large buying groups representing independent retail pharmacies enable those groups to extract price discounts on our products.

Additionally, if we are unable to maintain adequately high levels of customer service over time, customers may choose to obtain alternate sources for products and/or end their relationships with us.

We depend on key personnel to operate and grow our business and to develop new and enhanced offerings and technologies and the loss of, or the failure to attract and retain, such key personnel could adversely affect our operations.

We depend on key personnel to operate and grow our business and to develop new and enhanced products, services and technologies and the loss of, or the failure to attract and retain, such key personnel could adversely affect our operations.

We depend on our executive officers and other key personnel, including our technical personnel, to operate and grow our business and to develop new and enhanced products, services and technologies. The loss of any of these officers or other key personnel or a failure to attract and retain suitably skilled technical personnel could adversely affect our operations.

In addition to our executive officers, we rely on six senior management members to lead and direct our business. The members of the senior leadership team hold positions in areas such as optimization of corporate value, audit and internal corporate controls, human resources, corporate legal and regulatory affairs, and marketing and R&D. Furthermore, each of our operating segments (Nextgel, Procaps Colombia, CAN (as defined below), CASAND (as defined below) and Diabetrics) is managed by a Vice-President that reports directly to the President.

With respect to our technical talent, we employ more than 280 scientists, technicians and skilled personnel in R&D and innovation. Many of our facilities are located in competitive labor markets like those in which our Colombia, Brazil and El Salvador facilities are located. Global and regional competitors and, in some cases, customers and suppliers compete for the same skills and talent as we do.

Our business, financial condition, and results of operations may be adversely affected by global health epidemics, including the COVID-19 pandemic.

Our business, financial condition, and results of operations may be adversely affected by global health epidemics, including the COVID-19 pandemic.

In January 2020, the World Health Organization declared the COVID-19 pandemic to be a “Public Health Emergency of International Concern.” COVID-19 has spread across the globe and is affecting worldwide economic activity. Any public health epidemic, including the COVID-19 pandemic, may affect our operations and those of third parties on which we rely, including our customers and suppliers. Our business, financial condition, and results of operations may be affected by: disruptions in our customers’ abilities to fund, develop, or bring to market products as anticipated; delays in or disruptions to the conduct of clinical trials; cancellations of contracts or confirmed orders from our customers; decreased demand for categories of products in certain affected regions; and inability, difficulty, or additional cost or delays in obtaining key raw materials, components, and other supplies from our existing supply chain; among other factors caused by the COVID-19 pandemic.

In addition, the COVID-19 pandemic may affect the operations of the Colombian Instituto Nacional de Vigilancia de Medicamentos y Alimentos (National Food and Drug Surveillance Institute, or “INVIMA”), the United States Food and Drug Administration (the “FDA”) and other drug regulatory authorities, which could result in delays of inspections, reviews, and approvals of our customers’ products. Our operations could be disrupted if our employees become ill or are otherwise absent from work as a result of the COVID-19 pandemic. Governmental restrictions, including travel restrictions, quarantines, shelter-in-place orders, business closures, new safety requirements or regulations, or restrictions on the import or export of certain materials, or other operational issues related to the COVID-19 pandemic may have an adverse effect on our business, financial condition and results of operations. We continue to monitor our operations and governmental recommendations and have made modifications for an indefinite period to our normal operations because of the COVID-19 pandemic, including requiring most non-production related employees to work remotely. Additionally, while the potential economic impact brought by and the duration of the COVID-19 pandemic are difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce our ability to access capital, which could negatively affect our short- and long-term liquidity.

The COVID-19 pandemic has had a negative impact on our business. It has caused complications in logistics and personnel transport during mandatory quarantine periods. Also, we had to hire additional personnel to substitute unavailable staff due to quarantine for potential exposure to COVID-19. We also incurred additional expenses by contracting third parties to substitute unavailable personnel incurred and purchasing personal protective equipment. Price changes in raw materials also impacted our business, however, we were able to mitigate the impact of these effects by launching new products, training our sales forces to capitalize on opportunities, implementing fewer discount promotions, generating demand in markets such as Colombia and Central America, and by growing our generic drug business. However, the extent to which COVID-19 may affect our future results will depend on future developments that are highly uncertain, including the duration of the pandemic, new information that may emerge concerning the severity of the virus, and the actions governments, the pharmaceutical industry, competitors, suppliers, customers, patients, and others may take to contain or address its direct and indirect effects. The COVID-19 pandemic and associated mitigation measures may also have an adverse impact on healthcare systems, global economic conditions, or economic conditions in one or more regions where we or our customers operate, which could have an adverse effect on our business and financial condition.

In addition, the impact of the COVID-19 pandemic could exacerbate other risks we face, including those described elsewhere in “Risk Factors.” For more information on the impact of the COVID-19 pandemic on Procaps, see “Procaps Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-19” and “Information About Procaps — Recent Developments.”

Any breach, disruption or misuse of our, or our external business partners’, information systems or cyber security efforts could have a material adverse effect on our business, financial condition and results of operations.

We are increasingly dependent upon information technology systems to operate our business. Our systems, information and operations are highly complex and interrelated with our external business partners. These systems may contain confidential information (including personal data, trade secrets or other intellectual property, or proprietary business information). The nature of digital systems, both internally and externally, makes them potentially vulnerable to disruption or damage from human error and/or security breaches, which include, but are not limited to, ransomware, data theft, denial of service attacks, sabotage, industrial espionage, and computer viruses. Such events may be difficult to detect, and once detected, their impact may be difficult to assess and address.

We and our external business partners have been subject to cyber attacks, and we have experienced immaterial business disruption and data loss as a result of phishing, business email compromise and other types of attacks on our information technology systems and those of our external business partners. While we continue to employ resources to monitor our systems and protect our infrastructure, these measures may prove insufficient depending upon the attack or threat posed, and that could subject us to significant risks, including ransomware attacks, other cyber breaches and disruptions that (i) cause system issues, (ii) cause the loss, misappropriation or unauthorized access, use or disclosure of confidential information, (iii) impair our operations, (iv) cause us to lose customers or experience lower sales volume, or (v) causes us to incur significant liabilities or expenses to remediate such risks, which, individually or collectively, could result in financial, legal, business or reputational harm to us and could have a material adverse effect on our business, financial condition and results of operations.

In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, power outages, systems failures and viruses. If we are unable to execute our disaster recovery and business if our plans prove insufficient for a particular situation or take longer than expected to implement in a crisis situation, it could have a material adverse effect on our business, financial condition and results of operations, and our business interruption insurance may not adequately compensate us for losses that may occur.

We are also subject to numerous laws and regulations designed to protect personal data, such as the European national laws implementing the General Data Protection Regulation and Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados). These data protection laws introduced more stringent data protection requirements and significant potential fines, as well as increased our responsibility and potential liability in relation to personal data that we process. We have put mechanisms in place to ensure compliance with applicable data protection laws but there can be no guarantee of their effectiveness.

We may be unable to identify acquisition opportunities and successfully execute and close acquisitions, which could limit our potential for growth.

We have made several acquisitions in recent years and expect to actively seek new acquisitions that management believes will provide meaningful opportunities for growth by increasing our existing capabilities and expanding into new areas and markets of operations. However, we may not be able to identify suitable acquisition candidates or complete acquisitions on acceptable terms and conditions. Other companies in our industry have similar investment and acquisition strategies to ours, and competition for acquisitions may intensify. If we are unable to identify acquisition candidates that meet our criteria, or complete acquisitions on acceptable terms and condition, our potential for growth may be restricted. Additionally, because we may pursue acquisitions around the world and may actively pursue a number of opportunities simultaneously, we may encounter unforeseen expenses, complications and delays in connection with identifying or acquiring suitable acquisition targets.

We may not be able to realize the benefits of business acquisitions and divestitures we enter into, including being unable to successfully and efficiently integrate acquisitions or execute on dispositions, which could have a material adverse effect on our business, financial condition and results of operations.

We engage from time to time in acquisitions and other transactions that may complement or expand our business or in divestments of non-strategic businesses or assets. These transactions are accompanied by risks, many of which are beyond our control, and any one of them could result in increased cost, decreased net sales and diversion of management’s time and energy, any or all of which could materially impact our business, financial condition, and results of operations. Such risks include, among others, risks relating to our ability to successfully and efficiently integrate acquisitions or execute on dispositions and realize anticipated benefits therefrom.

In order to implement our growth strategy, we evaluate opportunities to buy or otherwise acquire rights to other businesses or technologies, enter into joint ventures or otherwise enter into strategic arrangements with business partners that could complement, enhance, or expand our current business or offerings and services or that might otherwise offer us growth opportunities, or divest assets or an ongoing business. We may face competition from other companies in pursuing acquisitions and similar transactions in the pharmaceutical industry. Our ability to complete transactions may also be limited by applicable antitrust and trade laws and regulations in the jurisdictions in which we or the operations or assets we seek to acquire carry on business. To the extent that we are successful in making acquisitions, we expend substantial amounts of cash, incur debt, or assume loss-making divisions as consideration. We or the purchaser of a divested asset or business may not be able to complete a desired transaction for any number of reasons, including a failure to secure financing.

Any acquisition that we are able to identify and complete may involve a number of risks, including, but not limited to, the diversion of management’s attention to integrate the acquired businesses or joint ventures, the possible adverse effects on our operating results during the integration process, the potential loss of customers or employees in connection with the acquisition, delays or reduction in realizing expected synergies, unexpected liabilities, and our potential inability to achieve our intended objectives for the transaction.

To the extent that we are not successful in completing desired divestitures, as such may be determined by future strategic plans and business performance, we may have to expend substantial amounts of cash, incur debt, or continue to absorb the costs of loss-making or under-performing assets. Any divestiture, whether we are able to complete it or not, may involve a number of risks, including diversion of management’s attention, a negative impact on our customer relationships, costs associated with maintaining the business of the targeted divestiture during the disposition process, and the costs of closing and disposing of the affected business or transferring remaining portions of the operations of the business to other facilities.

The demand for our iCDMO services depends in part on our customers’ research and development and the clinical and market success of their products. In the event our customers spend less on, or are less successful in, these activities for any reason, including as a result of decrease in spending due to the COVID-19 pandemic or recessionary economic conditions caused in whole or in part by the pandemic, our business, financial condition, and results of operations may be materially adversely affected.

The demand for our iCDMO offerings depends in part on our customers’ research and development and the clinical and market success of their products. Our business, financial condition, and results of operations may be negatively affected if our customers spend less on, or are less successful in, these activities. In addition, customer spending may be affected by, among other things, the COVID-19 pandemic or recessionary economic conditions caused in whole or in part by the pandemic.

Our customers are engaged in research, development, production, and marketing of pharmaceutical, biotechnology, and consumer health products. The amount of customer spending on research, development, production, and marketing, as well as the outcomes of such research, development, and marketing activities, have a large impact on our sales and profitability, particularly the amount our customers choose to spend on our iCDMO offerings. Our customers determine the amounts that they will spend based upon, among other things, available resources and their need to develop new products, which, in turn, are dependent upon a number of factors, including their competitors’ research, development, and production initiatives, and the anticipated market uptake, clinical, and reimbursement scenarios for specific products and therapeutic areas. In addition, consolidation in the industries in which our customers operate may have an impact on such spending as customers integrate acquired operations, including research and development departments and their budgets. Our customers finance their research and development spending from private and

public sources. A reduction in spending by our customers, for these reasons or because of the COVID-19 pandemic or its direct or indirect effects, could have a material adverse effect on our business, financial condition, and results of operations. If our customers are not successful in attaining or retaining product sales due to market conditions, reimbursement issues, or other factors, our results of operations may be materially adversely affected.

Risks Related to Procaps’ Industry

We participate in a highly competitive market, and increased competition may adversely affect our business, financial condition and results of operations.

We operate in a market that is highly competitive. We compete with multiple companies as to each of our offerings and in every region of the globe in which we operate, including competing with other companies that offer advanced delivery technologies, outsourced dose form, or development services to pharmaceutical and consumer health companies based in North America, South America, Europe, and the Asia- Pacific region. We also compete in some cases with the internal operations of those pharmaceutical, biotechnology, and consumer health customers that also have manufacturing capabilities and choose to source these services internally.

We face substantial competition in each of our markets. Competition is driven by proprietary technologies and know-how, capabilities, consistency of operational performance, quality, price, value, responsiveness, and speed. Some competitors have greater financial, R&D, operational, and marketing resources than we do. Competition may also increase as additional companies enter our markets or use their existing resources to compete directly with ours. Expanded competition from companies in low-cost jurisdictions, such as India and China, may in the future adversely affect our results of operations or limit our growth. Greater financial, research and development, operational, and marketing resources may allow our competitors to respond more quickly with new, alternative, or emerging technologies. Changes in the nature or extent of our customers’ requirements may render our offerings obsolete or non-competitive and could adversely affect our business, financial condition and results of operations.

Changes in market access or healthcare reimbursement for, or public sentiment towards our, or our customers’, products in Latin America, the United States and other countries in which we operate, or other changes in applicable policies regarding the healthcare industry, could adversely affect our financial condition and results of operations by affecting demand for our products and services.

The healthcare industry has changed significantly over time, and we expect the industry to continue to evolve. Some of these changes, such as ongoing healthcare reform, adverse changes in governmental or private funding of healthcare products and services, legislation or regulations governing patient access to care and privacy, or the delivery, pricing, or reimbursement approval of pharmaceuticals and healthcare services or mandated benefits, may cause healthcare industry participants to change the amount of our products and services that they purchase or the price they are willing to pay for these offerings. In particular, there is significant uncertainty about the likelihood of changes to the Affordable Care Act (the “ACA”) in the United States and healthcare laws in general in the United States, including future legislation that may affect or put a cap on future pricing of pharmaceutical products. While we are unable to predict the likelihood of changes to healthcare legislation, any substantial revisions in these legislations, including in the ACA, could have a material adverse effect on the demand for our or our customers’ products, which in turn could have a negative impact on our business, financial condition and results of operations. Changes in the healthcare industry’s pricing, selling, inventory, distribution, or supply policies or practices, or in public or government sentiment for the industry as a whole, could also significantly reduce our revenue and results of operations. In particular, volatility in individual product demand may result from changes in public or private payer reimbursement or coverage.

Our Rx products segment in particular could be materially adversely impacted by measures taken by governmental entities or private payers to restrict patients’ access to our products or increase pressure on drug pricing, including denial of price increases, prospective and retrospective price decreases, and increased mandatory discounts or rebates. These actions may drive us and our competitors to decrease prices or may reduce the ability of customers to pay for our products, which could materially negatively impact our Rx segment’s results of operations.

The illegal trade in pharmaceutical products, including counterfeiting, theft and illegal diversion, is widely recognized. Public loss of confidence in the integrity of pharmaceutical products as a result of illegal trade could materially adversely affect our reputation, financial condition and results of operation.

The illegal trade in pharmaceutical products is widely recognized by the industry, non-governmental organizations and governmental authorities to be increasing. Illegal trade includes counterfeiting, theft and illegal diversion (that is, when our products are found in a market where we did not send them and where they are not approved to be sold). There is a risk to public health when illegally traded products enter the supply chain, as well as associated financial risk. Authorities and the public expect us to help reduce opportunities for illegal trade in our products through securing our supply chains, surveillance, investigation and supporting legal action against those found to be engaged in illegal trade.

Public loss of confidence in the integrity of pharmaceutical products as a result of illegal trade could materially adversely affect our reputation and financial performance. In addition, undue or misplaced concern about this issue may cause some patients to stop taking their medications, with consequential risks to their health.

If we are found liable for breaches in our supply chains, authorities may take action, financial or otherwise, that could adversely impact the distribution of our products. Counterfeit and/or illegally diverted products replacing sales of genuine products in a market can have a direct financial impact on our global markets as well as being a risk to patient safety.

Risks Related to Procaps’ Intellectual Property

We and our customers depend on patents, copyrights, trademarks, know-how, trade secrets, and other forms of intellectual property protections, but these protections may not be adequate.

We rely on a combination of know-how, trade secrets, patents, copyrights, trademarks, and other intellectual property laws, nondisclosure and other contractual provisions, and technical measures to protect many of our products, services and intangible assets. These proprietary rights are important to our ongoing operations. There can be no assurance that these protections will provide uniqueness or meaningful competitive differentiation in our offerings or otherwise be commercially valuable or that we will be successful in obtaining additional intellectual property or enforcing our intellectual property rights against unauthorized users. Our exclusive rights under certain of our products and services are protected by patents, some of which will expire in the near term. When patents covering a product or service expire, loss of exclusivity may occur, which may force us to compete with third parties, thereby negatively affecting our revenue and profitability. We do not currently expect any material loss of revenue to occur as a result of the expiration of any patent currently protecting our business.

Our proprietary rights may be invalidated, circumvented, or challenged. We may in the future be subject to proceedings seeking to oppose or limit the scope of our patent applications or issued patents. In addition, in the future, we may need to take legal actions to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity or scope of the proprietary rights of others. Legal proceedings are inherently uncertain, and the outcome of such proceedings may be unfavorable to us.

Any legal action regardless of outcome might result in substantial costs and diversion of resources and management attention. Although we use reasonable efforts to protect our proprietary and confidential information, there can be no assurance that our confidentiality and non-disclosure agreements will not be breached, our trade secrets will not otherwise become known by competitors, or that we will have adequate remedies in the event of unauthorized use or disclosure of proprietary information. Even if the validity and enforceability of our intellectual property is upheld, an adjudicator might construe our intellectual property not to cover the alleged infringement. In addition, intellectual property enforcement may be unavailable or practically ineffective in some countries. There can be no assurance that our competitors will not independently develop technologies that are substantially equivalent or superior to our technology or that third parties will not design around our intellectual property claims to produce competitive offerings. The use of our technology or similar technology by others could reduce or eliminate any competitive advantage we have developed, cause us to lose sales, or otherwise harm our business.

We have applied in the United States, Colombia and certain other countries for registration of a number of trademarks, service marks, and patents, some of which have been registered or issued, and also claim common law rights in various trademarks and service marks. In the past, third parties have occasionally opposed our applications to

register intellectual property, and there can be no assurance that they will not do so in the future. It is possible that in some cases we may be unable to obtain the registrations for trademarks, service marks, and patents for which we have applied, and a failure to obtain trademark and patent registrations in the United States, Colombia or other countries could limit our ability to protect our trademarks and proprietary technologies and impede our marketing efforts in those jurisdictions.

License agreements with third parties control our rights to use certain patents, software, and information technology systems and proprietary technologies owned by third parties, some of which are important to our business. Termination of these license agreements for any reason could result in the loss of our rights to this intellectual property, causing an adverse change in our operations or the inability to commercialize certain offerings.

In addition, many of our branded pharmaceutical customers rely on patents to protect their products from generic competition. Because incentives exist in some countries, including the United States, for generic pharmaceutical companies to challenge these patents, pharmaceutical and biotechnology companies are under the ongoing threat of challenges to their patents. If the patents on which our customers rely were successfully challenged and, as a result, the affected products become subject to generic competition, the market for our customers’ products could be significantly adversely affected, which could have an adverse effect on our business, financial condition and results of operations. We attempt to mitigate these risks by making our offerings available to generic manufacturers and distributors in the United States, as well as branded manufacturers and distributors world-wide, but there can be no assurance that we will be successful in marketing these offerings.

Our products and services, or our customers’ products, may infringe on the intellectual property rights of third parties and any such infringement could have a material adverse effect on our business.

From time to time, third parties have asserted intellectual property infringement claims against us and our customers, and there can be no assurance that third parties will not assert infringement claims against either us or our customers in the future. While we believe that our products and services do not infringe in any material respect upon proprietary rights of other parties, and that meritorious defenses would exist with respect to any assertion to the contrary, there can be no assurance that we could successfully avoid being found to infringe on the proprietary rights of others. Patent applications in the United States, Colombia and certain other countries are generally not publicly disclosed until the patent is issued or published, and we and our customers may not be aware of currently filed patent applications that relate to our or their products, services, or processes. If patents later issue on these applications, we or they may be found liable for subsequent infringement. There has been substantial litigation in the pharmaceutical industry with respect to the manufacture, use, and sale of products that are the subject of conflicting patent rights.

Any claim that our products, services or processes infringe third-party intellectual property rights (including claims arising through our contractual indemnification of our customers), regardless of the claim’s merit or resolution, could be costly and may divert the efforts and attention of our management and technical personnel. We may not prevail against any such claim given the complex technical issues and inherent uncertainties in intellectual property matters. If any such claim results in an adverse outcome, we could, among other things, be required to:

•        pay substantial damages (potentially including treble damages in the United States);

•        cease the manufacture, use, or sale of the infringing offerings or processes;

•        discontinue the use of the infringing technology;

•        expend significant resources to develop non-infringing technology;

•        license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms or at all; and

•        lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property against others.

In addition, our customers’ products may be subject to claims of intellectual property infringement and such claims could materially affect our business if their products cease to be manufactured or they have to discontinue the use of the infringing technology.

Any of the foregoing could affect our ability to compete or have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Laws and Regulations

A significant portion of medication on the market, including ours, is subject to price control regulations. This control may limit our margins and our ability to pass on cost increases to our customers, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to a variety of legislation that imposes price controls over certain pharmaceutical products that we manufacture and sell. Among these laws are Colombian regulations that establish price controls for certain drugs or groups of medication, which take into consideration factors such as the number of manufactures of such drugs and competitors in the market, and the impact on the private sector or commercial channels, as defined by Colombia’s National Drug and Medical Devices Pricing Commission (Comisión Nacional de Precios de Medicamentos y Dispositivos Médicos, or “CNPMDM”), which applies a methodology based on a price comparison in international markets that are comparable with the Colombian market. In Brazil there is legislation which limits price increases and inflation adjustments to once per year, according to a cap based on the National Broad Consumer Price Index (Índice Nacional de Preços aos Consumidores Amplo), a productivity factor and an adjustment factor, all calculated as percentages per year. These price controls, among others, have resulted in lower profit margins. We cannot guarantee that we will be able to maintain our profit margins in the future or that the governments in the jurisdictions in which we operate will not impose additional or more restrictive price controls, which may have a material adverse effect on our business, financial condition and results of operations.

We may be held liable if a consumer has an adverse health reaction to a product we sell or manufacture.

The use or misuse of our products may result in adverse health reactions in our consumers. Incidents involving our products may have a material adverse effect on us. Lawsuits, including product liability or administrative cases, may be filed against us claiming that our products were spoiled, tampered with, contaminated, did not meet the product descriptions, or did not contain appropriate disclosure information on possible side-effects or risks, among other things. These cases may result in significant expenses due to product recalls. Any real or potential health risk associated with our products, including negative publicity, may cause our consumers to lose their trust in the safety, efficiency and quality of our products. Even if products manufactured by third-parties harm consumers, our industry may suffer from negative publicity, which could decrease demand for our products. Any claim of this type against our products may have a material adverse effect on our business, financial condition and results of operations.

We are subject to product and other liability risks that could exceed our anticipated costs or adversely affect our results of operations, financial condition, liquidity, and cash flows.

We are subject to potentially significant product liability and other liability risks that are inherent in the design, development, manufacture, and marketing of our products and services. We may be named as a defendant in product liability lawsuits, which may allege that our products and services have resulted or could result in an unsafe condition or injury to consumers. Such lawsuits could be costly to defend and could result in reduced sales, significant liabilities, and diversion of management’s time, attention, and resources. Even claims without merit could subject us to adverse publicity and require us to incur significant legal fees.

Furthermore, product liability claims and lawsuits, regardless of their ultimate outcome, could have a material adverse effect on our business operations, financial condition, and reputation and on our ability to attract and retain customers. We have historically sought to manage this risk through the combination of product liability insurance and contractual indemnities and liability limitations in our agreements with customers and vendors. The availability of product liability insurance for companies in the pharmaceutical industry is generally more limited than insurance available to companies in other industries. Insurance carriers providing product liability insurance to those in the pharmaceutical and biotechnology industries generally limit the amount of available policy limits, require larger self-insured retentions, and exclude coverage for certain products and claims. We maintain product liability insurance with annual aggregate limits in excess of $15 million. There can be no assurance that a successful product liability or other claim would be adequately covered by our applicable insurance policies or by any applicable contractual indemnity or liability limitations.

Failure to comply with existing and future regulatory requirements could adversely affect our business, financial condition and results of operations, or result in claims from customers.

The healthcare industry is highly regulated. We, and our customers, are subject to various local, state, federal, national, and transnational laws and regulations, which include the operating, quality, and security standards of INVIMA, the FDA, Brazil’s Health Regulatory Agency (Agência Nacional de Vigilância Sanitária, or “ANVISA”), Health Canada, the United Kingdom’s Medicines and Healthcare products Regulatory Agency (the “MHRA”), Australia’s Department of Health Therapeutic Goods Administration (the “TGA”), Mexico’s Federal Commission for the Protection against Sanitary Risk (Comisión Federal para la Protección contra Riesgos Sanitarios, or “Cofepris”) and various state boards of pharmacy, state health departments, and other similar bodies and agencies of the jurisdictions in which we operate, and, in the future, any change to such laws and regulations could adversely affect us. Among other rules affecting us, we are subject to laws and regulations concerning manufacturing practices and drug safety. Our subsidiaries may be required to register for permits or licenses, and may be required to comply, with the laws and regulations of such agencies, boards of pharmacy, health departments, or other comparable agencies in various jurisdictions around the world, as well as certain accrediting bodies, such as the International Organization for Standardization (“ISO”), depending upon the type of operations and locations of distribution and sale of the products manufactured or services provided by those subsidiaries.

The manufacture, distribution, and marketing of our products and services are subject to extensive ongoing regulation by INVIMA, FDA, ANVISA, Health Canada, MHRA, TGA, Cofepris and other equivalent local, state, federal, national, and transnational regulatory authorities. Failure by us or by our customers to comply with the requirements of these regulatory authorities could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture or distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, permits, or registrations, including those relating to products or facilities. In addition, any such failure relating to the products or services we provide could expose us to contractual or product liability claims as well as claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, which cost could be significant.

In addition, any new products or services classified as pharmaceutical must undergo lengthy and rigorous clinical testing and other extensive, costly, and time-consuming procedures mandated by the regulatory authorities in the jurisdictions that regulate our products or services. We or our customers may elect to delay or cancel anticipated regulatory submissions for current or proposed new products or services for any number of reasons.

Although we believe that we comply in all material respects with applicable laws and regulations, there can be no assurance that a regulatory agency or tribunal would not reach a different conclusion concerning the compliance of our operations with applicable laws and regulations. In addition, there can be no assurance that we will be able to maintain or renew existing permits, licenses, or other regulatory approvals or obtain, without significant delay, future permits, licenses, or other approvals needed for the operation of our businesses. Any noncompliance by us or our customers with applicable law or regulation or the failure to maintain, renew, or obtain necessary permits and licenses could have an adverse effect on our business, financial condition and results of operations. Furthermore, loss of a permit, license, or other approval in any one portion of our business may have indirect consequences in another portion of our business if regulators or customers adjust their reviews of such other portion as a result or customers cease business with such other portion due to fears that such loss is a sign of broader concerns about our ability to deliver products or services of sufficient quality.

We are subject to environmental, health, and safety laws and regulations, which could increase our costs and restrict our operations in the future.

Our operations are subject to a variety of environmental, health, and safety laws and regulations in each of the jurisdictions in which we operate. These laws and regulations govern, among other things, air emissions, wastewater discharges, the use, handling, and disposal of hazardous substances and wastes, soil and groundwater contamination, and employee health and safety. Any failure by us to comply with environmental, health, and safety requirements could result in the limitation or suspension of production or subject us to monetary fines, civil or criminal sanctions, or other future liabilities in excess of our reserves. We are also subject to laws and regulations governing the destruction and disposal of raw materials and non-compliant products, the handling of regulated material included in our products, and the disposal of our products or their components at the end of their useful lives. In addition, compliance with environmental, health, and safety requirements could restrict our ability to expand our facilities or require us to acquire

costly environmental or safety control equipment, incur other significant expenses, or modify our manufacturing processes. Our manufacturing facilities may use, in varying degrees, hazardous substances in their processes. Any contamination at our current facilities, or at formerly owned or operated properties, can result in liability to us. In the event of the discovery of new or previously unknown contamination either at our facilities or at third-party locations, including facilities we formerly owned or operated, or the imposition of cleanup obligations for which we are responsible, we may be required to take additional, unplanned remedial measures for which we have not recorded reserves, which could have a material adverse effect on our business, financial condition and results of operations

Failure to meet regulatory or ethical expectations on environmental impact, including climate change, could affect our ability to market and sell our products if other products with a better carbon footprint are available.

The physical risks that climate change poses to our business have been analyzed and we expect exposure to periods of extreme heat, floods and water scarcity to become more frequent and severe in some regions where we operate, in the medium to longer term. These conditions may pose physical risks to our business and supply chain. Among our initiatives to mitigate our impact on the planet and the climate crisis, we are designing a carbon neutrality strategy which we expect to launch by the end of 2021 with the goal of (i) calculating our baseline carbon footprint and comparing it to the footprint of similar businesses to identify a benchmark, (ii) identifying greenhouse gas emissions mitigation opportunities, and (iii) developing a strategy combining mitigation and offsetting to become carbon neutral by a date to be determined. If global temperatures continue to rise and we are unable to adapt to such risks, our business and supply chain may be adversely affected, which could have a material adverse effect on our financial condition and results of operations.

Furthermore, there is an increasing global focus from regulators, investors, healthcare providers and broader society regarding measures needed to transition to a low carbon economy and the impact that this transition will have on businesses. In some markets, regulators or healthcare providers may choose not to approve or reimburse our products if other products with a better carbon footprint are available. In addition, carbon taxes and fees may be imposed on us and our suppliers as a way to reduce greenhouse gas emissions.

Our global operations are subject to economic, political, and regulatory risks, including the risks of changing regulatory standards or changing interpretations of existing standards that could affect our financial condition and results of operation or require costly changes to our business.

We conduct our operations in various regions of the world, including South America, Central America, North America and Europe. Global and regional economic and regulatory developments affect businesses such as ours in many ways. Our operations are subject to the effects of global and regional competition, including potential competition from manufacturers in low-cost jurisdictions such as India and China. Local jurisdiction risks include regulatory risks arising from local laws. Our global operations are also affected by local economic environments, including inflation and recession. Political changes, some of which may be disruptive, and related hostilities can interfere with our supply chain, our customers, and some or all of our activities in a particular location. While some of these risks can be hedged using derivatives or other financial instruments and some are insurable, such mitigating measures may be unavailable, costly, or unsuccessful.

Tax legislative or regulatory initiatives, new interpretations or developments concerning existing tax laws, or challenges to our tax positions could adversely affect our results of operations and financial condition.

We are a large multinational enterprise with operations in 13 countries throughout the world, including Colombia, Brazil, El Salvador and the United States, and we do business with suppliers and customers in over 50 countries. As such, we are subject to the tax laws and regulations of various jurisdictions, including U.S. federal, state, and local governments. From time to time, various legislative initiatives may be proposed that could adversely affect our tax positions, and existing legislation, such as the 2017 U.S. Tax Cuts and Jobs Act, may be subject to additional regulatory changes or new interpretations. There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these initiatives.

In addition, the tax laws of several of the countries we operate in, including Brazilian and U.S. federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. We are subject to regular examination of our income tax returns by various tax authorities. Examinations or changes in laws, rules, regulations, or interpretations by taxing authorities could result in adverse impacts to tax years open under statute or to our operating

structures currently in place. We regularly assess the likelihood of adverse outcomes resulting from these examinations or changes in laws, rules, regulations, or interpretations to determine the reasonableness of our provision for taxes. It is possible that the outcomes from these examinations or changes in laws, rules, regulations, or interpretations by taxing authorities will have a material adverse effect on our financial condition or results of operations.

We are subject to labor and employment laws and regulations, which could increase our costs and restrict our operations in the future.

As of December 31, 2020, we employed more than 4,700 individuals worldwide, primarily in South and Central America. Our management believes that our employee relations are satisfactory. Approximately 40 of our employees in our Rymco and Softgel manufacturing facilities are currently represented by industry labor union organizations. However, further organizing activities, collective bargaining, or changes in the regulatory framework for employment may increase our employment-related costs or may result in work stoppages or other labor disruptions. Moreover, as employers are subject to various employment-related claims, such as individual and class actions relating to alleged employment discrimination and wage-hour and labor standards issues, such actions, if brought against us and successful in whole or in part, may affect our ability to compete or have a material adverse effect on our business, financial condition, and results of operations.

We are subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we are not in compliance with applicable laws.

Our products are subject to export control and import laws and regulations of the jurisdictions in which we operate. Exports of our products must be made in compliance with these laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers.

In addition, changes in our products or changes in applicable export or import laws and regulations may create delays in the introduction, provision, or sale of our products in international markets, prevent customers from using our products or, in some cases, prevent the export or import of our products to certain countries, governments or persons altogether. Any limitation on our ability to export, provide, or sell our products could adversely affect our business, financial condition and results of operations.

Failure to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and similar laws associated with our activities in other jurisdictions could subject us to penalties and other adverse consequences.

As a substantial portion of our revenues is, and we expect will continue to be, from jurisdictions outside of the United States, we face significant risks if we fail to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (the “Bribery Act”) and other laws that prohibit improper payments or offers of payment to governments and their officials and political parties by us and other business entities for the purpose of obtaining or retaining business. In many countries, particularly in countries with developing economies, some of which represent significant markets in which we operate, it may be a local custom that businesses operating in such countries engage in business practices that are prohibited by the FCPA, the Bribery Act or other laws and regulations. Although we have implemented company policy requiring employees and consultants to comply with the FCPA, the Bribery Act and similar laws, such policy may not be effective at preventing all potential FCPA, Bribery Act or other violations. In addition, we cannot guarantee the compliance by our partners, resellers, suppliers and agents with applicable laws, including the FCPA and the Bribery Act. Therefore, there can be no assurance that none of our employees or agents will take actions in violation of our policies or of applicable laws, for which we may be ultimately held responsible. Any violation of the FCPA or the Bribery Act and related policies could result in severe criminal or civil sanctions, which could have a material and adverse effect on our reputation, business, financial condition and results of operations.

Risks Related to Holdco

Holdco will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance initiatives.

If Holdco completes the Business Combination and becomes a public company, it will incur significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after Holdco is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, Holdco will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq. Holdco’s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, Holdco expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time consuming and costly. The increased costs will increase Holdco’s net loss. For example, these rules and regulations could make it more difficult and more expensive for Holdco to obtain director and officer liability insurance and as a result, Holdco may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. Holdco cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for Holdco to attract and retain qualified persons to serve on its board of directors or as executive officers.

Holdco’s management has limited experience in operating a public company.

Holdco’s executive officers have limited experience in the management of a publicly traded company. Holdco’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the Combined Company. Holdco may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Combined Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the Combined Company will be required to expand its employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods.

There can be no assurance that the Holdco Ordinary Shares that will be issued in connection with the Business Combination or the Holdco Warrants will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or that Holdco will be able to comply with the continued listing standards of Nasdaq.

Holdco’s eligibility for listing may depend on, among other things, the number of Union Ordinary Shares that are redeemed. Holdco intends to apply for the listing of the Holdco Ordinary Shares and Holdco Warrants on Nasdaq. If Nasdaq denies its application for failure to meet the listing standards, or if Holdco elects to waive the condition for listing, Holdco and its shareholders could face significant material adverse consequences including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that Holdco Ordinary Shares are a “penny stock” which will require brokers trading in the Holdco Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the Holdco Ordinary

Shares and the public warrants of the Combined Company are listed on Nasdaq, they will be covered securities. Although the states are preempted from regulating the sale of the Combined Company’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Holdco is not aware of a state, other than the State of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if the Combined Company was not listed on Nasdaq, its securities would not be covered securities and it would be subject to regulation in each state in which it offers its securities.

Because the Combined Company will become a publicly-traded company by virtue of a merger as opposed to an underwritten initial public offering, the process doesn’t use the services of one or more underwriters which could result in less diligence being conducted.

In an underwritten initial public offering, underwriters typically conduct diligence on the company being taken public in order to establish a due diligence defense against liability claims under federal securities laws. Because Union is already a publicly-traded company, an underwriter has not been engaged. SPAC sponsors have an inherent conflict as their interests are worthless absent a business combination. While private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a traditional initial public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus.

Additional Risk Factors Related to the Business Combination

Union has no operating or financial history and its results of operations and those of the Combined Company may differ significantly from the unaudited pro forma financial data included in this proxy statement.

Union has no operating history and no revenues. This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the Combined Company. The unaudited pro forma condensed combined statement of operations of the Combined Company combines the historical audited results of operations of Union for the fiscal year ended September 30, 2020, with the historical audited results of operations of Procaps for the year ended December 31, 2020, and gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2020. The unaudited pro forma condensed combined balance sheet of the Combined Company combines the historical balance sheets of Union as of September 30, 2020 and of Procaps as of December 31, 2020 and gives pro forma effect to the Business Combination as if it had been consummated on December 31, 2020.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Combined Company. Accordingly, the Combined Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

After completion of the Business Combination, Holdco will be controlled by the Minski Family, whose interests may conflict with Holdco’s interests and the interests of other shareholders.

Upon completion of the Business Combination, the Minski Family, through the Deseja Trust, the Sognatore Trust and the Simphony Trust, will own 56.4% of the issued and outstanding Holdco Ordinary Shares, all of which will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and including 10,464,612 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement (assuming that none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares, the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap, no additional equity securities of Union are issued at or prior to Closing other than the PIPE Shares and a Closing Date of August 31, 2021). As long as the Minski Family owns at least 50% of the outstanding Holdco Ordinary Shares, the Minski Family will have the

ability to determine all ordinary corporate actions requiring shareholder approval, including the election and removal of directors and the size of Holdco’s board of directors (within the limits provided for in Holdco’s articles of association), or the approval of any merger (save for certain specific mergers where the agreement of all shareholders is required). The board of directors of Holdco may, without any approval required by the shareholders of Holdco, decide upon, under certain circumstances, a sale of substantially all of Holdco’s assets. If any shareholder or group of shareholders were to own 2/3 or more of the outstanding Holdco Ordinary Shares, such shareholder or group of shareholders would have the required majority pursuant to Luxembourg law and Holdco’s amended and restated articles of association to be adopted in connection with the Business Combination to amend Holdco’s articles of association and take all other shareholder resolutions which require at least 2/3 of the outstanding Holdco Ordinary Shares. In addition, pursuant to the Nomination Agreement, the Minski Family has the right to propose for appointment a majority of the board of directors, at least one-half of whom must be independent under Nasdaq rules, and the right to appoint a director to each committee of the Holdco Board. Such rights of the Minski Family shall terminate upon the earlier of (i) 20 years from the date of the Nomination Agreement and (ii) the date on which the Minsky Family, or its affiliates, cease to beneficially own, in the aggregate, 30% of the outstanding Holdco Ordinary Shares. This could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of the Combined Company, which could cause the market price of Holdco Ordinary Shares to decline or prevent shareholders from realizing a premium over the market price for Holdco Ordinary Shares. The Minski Family’s interests may conflict with Holdco’s interests as a company or the interests of Holdco’s other shareholders.

A market for Holdco’s securities may not continue, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of Holdco’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for Holdco’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of Holdco’s securities after the Business Combination can vary due to general economic conditions and forecasts, its general business condition and the release of its financial reports. Additionally, if its securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of its securities may be more limited than if it were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding Holdco Ordinary Shares adversely, then the price and trading volume of Holdco Ordinary Shares could decline.

The trading market for Holdco Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about the Combined Company, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on Union or the Combined Company. If no securities or industry analysts commence coverage of the Combined Company, Holdco Ordinary Share price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Company change their recommendation regarding Holdco Ordinary Shares adversely, or provide more favorable relative recommendations about Holdco’s competitors, the price of Holdco Ordinary Shares would likely decline. If any analyst who may cover Union were to cease coverage of the Combined Company or fail to regularly publish reports on it, Holdco could lose visibility in the financial markets, which could cause Holdco Ordinary Share price or trading volume to decline.

The JOBS Act permits “emerging growth companies” like Holdco to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

Holdco currently qualifies as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, which we refer to as the “JOBS Act.” As such, Holdco takes advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. As a result, Holdco shareholders may not have access to certain information they deem important. Holdco expects to remain an emerging growth company until December 31, 2021.

Holdco cannot predict if investors will find Holdco Ordinary Shares less attractive because it relies on these exemptions. If some investors find Holdco Ordinary Shares less attractive as a result, there may be a less active trading market and share price for Holdco Ordinary Shares may be more volatile. Holdco does not expect to qualify as an emerging growth company after the last day of the fiscal year in which the Business Combination is consummated and may incur increased legal, accounting and compliance costs associated with Section 404 of the Sarbanes-Oxley Act.

Risks Related to Investment in a Luxembourg Company and Holdco’s Status as a Foreign Private Issuer

As a foreign private issuer, Holdco will be exempt from a number of U.S. securities laws and rules promulgated thereunder and will be permitted to publicly disclose less information than U.S. public companies must. This may limit the information available to holders of the Holdco Ordinary Shares.

Holdco will qualify as a “foreign private issuer,” as defined in the SEC’s rules and regulations, and, consequently, Holdco will not be subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, Holdco will be exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, Holdco’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of Holdco’s securities. For example, some of Holdco’s key executives may sell a significant amount of Holdco Ordinary Shares and such sales will not be required to be disclosed as promptly as public companies organized within the United States would have to disclose. Accordingly, once such sales are eventually disclosed, the price of Holdco Ordinary Shares may decline significantly. Moreover, Holdco will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Holdco will also not be subject to Regulation FD under the Exchange Act, which would prohibit Holdco from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning Holdco than there is for U.S. public companies.

As a foreign private issuer, Holdco will file an annual report on Form 20-F within four months of the close of each fiscal year ended December 31 and furnish reports on Form 6-K relating to certain material events promptly after Holdco publicly announces these events. However, because of the above exemptions for foreign private issuers, which Holdco intends to rely on, Holdco shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.

Holdco may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses. This would subject Holdco to GAAP reporting requirements which may be difficult for it to comply with.

As a “foreign private issuer,” Holdco would not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to Holdco on June 30, 2022.

In the future, Holdco could lose its foreign private issuer status if a majority of its ordinary shares are held by residents in the United States and it fails to meet any one of the additional “business contacts” requirements. Although Holdco intends to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, Holdco’s loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to Holdco under U.S. securities laws if it is deemed a U.S. domestic issuer may be significantly higher. If Holdco is not a foreign private issuer, Holdco will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, Holdco would become subject to the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. Holdco also may be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, Holdco may lose its ability to rely upon exemptions from certain corporate governance requirements of Nasdaq that are available to foreign private issuers. For example, Nasdaq’s corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors, and corporate governance matters. As a foreign private issuer, Holdco would be permitted to follow home country practice in lieu of the above requirements. As long as Holdco relies on the foreign private issuer exemption to certain of Nasdaq’s corporate

governance standards, a majority of the directors on its board of directors are not required to be independent directors, its compensation committee is not required to be comprised entirely of independent directors, and it will not be required to have a nominating committee. Also, Holdco would be required to change its basis of accounting from IFRS as issued by the IASB to GAAP, which may be difficult and costly for it to comply with. If Holdco loses its foreign private issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, Holdco may have to de-list from Nasdaq and could be subject to investigation by the SEC, Nasdaq and other regulators, among other materially adverse consequences.

If Holdco no longer qualifies as a foreign private issuer, it may be eligible to take advantage of exemptions from Nasdaq’s corporate governance standards if it continues to qualify as a “controlled company.” Upon completion of the Business Combination, the Minski Family will own 56.4% of the issued and outstanding Holdco Ordinary Shares, including 10,464,612 Holdco Ordinary Shares that will be held in escrow subject to release pursuant to the terms of the Transaction Support Agreement (assuming that none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares, the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap, no additional equity securities of Union are issued at or prior to Closing other than the PIPE Shares and a Closing Date of August 31, 2021). As a result, Holdco will be a “controlled company” within the meaning of Nasdaq rules. Although Holdco will be eligible to take advantage of certain exemptions from certain Nasdaq corporate governance standards, it currently does not intend to do so. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

•        the requirement that a majority of its board of directors consist of independent directors;

•        the requirement that compensation of its executive officers be determined by a majority of the independent directors of the board or a compensation committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•        the requirement that director nominees be selected, or recommended for the board’s selection, either by a majority of the independent directors of the board or a nominating committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

If Holdco elects to take advantage of these exemptions, shareholders would not have the same protections afforded to shareholders of companies that are subject to all the Nasdaq corporate governance standards.

Holdco is organized under the laws of the Grand Duchy of Luxembourg and a substantial amount of its assets are not located in the United States. It may be difficult for you to obtain or enforce judgments or bring original actions against Holdco or the members of its board of directors in the United States.

Holdco is incorporated under the laws of the Grand Duchy of Luxembourg. In addition, a substantial amount of its assets are located outside the United States. Furthermore, some of the members of Holdco’s board of directors and officers reside outside the United States and a substantial portion of Holdco’s assets are located outside the United States. Investors may not be able to effect service of process within the United States upon Holdco or these persons or enforce judgments obtained against Holdco or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it also may be difficult for an investor to enforce in U.S. courts judgments obtained against Holdco or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Awards of punitive damages in actions brought in the United States or elsewhere are generally not enforceable in the Grand Duchy of Luxembourg.

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy of Luxembourg, courts in the Grand Duchy of Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. However, a party who received such favorable judgment in a U.S. Court may initiate enforcement proceedings in the Grand Duchy of Luxembourg

(exequatur) by requesting enforcement of the U.S. judgment by the District Court (Tribunal d’Arrondissement) pursuant to Section 678 of the New Luxembourg Code of Civil Procedure. The District Court will authorize the enforcement in Luxembourg of the U.S. judgment if it is satisfied that all of the following conditions are met:

•        the U.S. judgment is enforceable (exécutoire) in the United States;

•        the U.S. court awarding the judgment had jurisdiction to adjudicate the applicable matter under applicable U.S. federal or state jurisdictions rules, and the jurisdiction of the U.S. court is recognized by Luxembourg private international and local law;

•        the U.S. court has applied the substantive law as designated by the Grand Duchy of Luxembourg conflict of laws rules according to certain Luxembourg case law, it is admitted that the Grand Duchy of Luxembourg courts which are asked to grant an exequatur do not have to verify whether the substantive law actually applied by the U.S. court awarding the judgment was the law which would have been applied;

•        the U.S. judgment does not contravene international public policy or order as understood under the laws of Luxembourg;

•        the U.S. court has acted in accordance with its own procedural rules and laws;

•        the U.S. judgment was granted following proceedings where the counterparty had the opportunity to appear, and if it appeared, to present a defense; and

•        the U.S. judgment was not granted pursuant to an evasion of Grand Duchy of Luxembourg law (fraude à la loi luxembourgeoise).

Please note that the Grand Duchy of Luxembourg case law is constantly evolving. Some of the conditions of admissibility described above may change, and additional conditions could be required to be fulfilled by the Grand Duchy of Luxembourg courts while other conditions may not be required by Luxembourg courts in the future.

Subject to the conditions described above, courts of the Grandy Duchy of Luxembourg tend not to review the merits of a foreign judgment, although such a review is not statutorily prohibited.

If an original action is brought in the Grand Duchy of Luxembourg, the Grand Duchy of Luxembourg courts may refuse to apply the law designated and applied in the original action if (i) the choice of such law was not bona fide or if the foreign law was not pleaded or proved or if pleaded and proved, the foreign law was contrary to the Grand Duchy of Luxembourg mandatory provisions (lois impératives) or incompatible with the Grand Duchy of Luxembourg public policy rules, and (ii) its application is manifestly incompatible with the Grand Duchy of Luxembourg international policy rules. In an action brought in the Grand Duchy of Luxembourg on the basis of U.S. federal or state securities laws, the Grand Duchy of Luxembourg courts may not have the requisite power to grant the remedies sought. Also, an exequatur may be refused if it involves punitive damages.

Litigation in the Grand Duchy of Luxembourg also is subject to rules of procedure that differ from the U.S. rules, including, with respect to the taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in the Grand Duchy of Luxembourg would in principle have to be conducted in the French or German language, and all documents submitted to the court would, in principle, have to be translated into French or German. For these reasons, it may be difficult for a U.S. investor to bring an original action in a Grand Duchy of Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against Holdco, the members of its board of directors, its officers, or the experts named herein. In addition, even if a judgment against Holdco, the non-U.S. members of its board of directors, its officers, or the experts named in this proxy statement/prospectus based on the civil liability provisions of the U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S. or the Grand Duchy of Luxembourg courts.

Further, in the event of any proceedings being brought in the Grand Duchy of Luxembourg court in respect of a monetary obligation expressed to be payable in a currency other than the Euro, a Grand Duchy of Luxembourg court would have power to give judgment expressed as an order to pay a currency other than the Euro. However, enforcement of the judgment against any party in the Grand Duchy of Luxembourg would be available only in Euros and for such purposes all claims or debts would be converted into Euros.

The amended and restated articles of association of Holdco to be adopted in connection with the Business Combination contain specific indemnification provisions stating that every person who is, or has been, a member of

the board of directors or officer (mandataire) of Holdco shall be indemnified by Holdco to the fullest extent permitted by Luxembourg law against liability and against all expenses reasonably incurred or paid by such director or officer in connection with any claim, action, suit or proceeding in which such director or officer becomes involved as a party or otherwise by virtue of his or her being or having been a director or officer and against amounts paid or incurred by him or her in the settlement thereof.

Luxembourg and European insolvency and bankruptcy laws are substantially different from U.S. insolvency and bankruptcy laws and may offer Holdco’s shareholders less protection than they would have under U.S. insolvency and bankruptcy laws.

As a company organized under the laws of the Grand Duchy of Luxembourg and with its registered office in the Grand Duchy of Luxembourg, Holdco is subject to the Grand Duchy of Luxembourg insolvency and bankruptcy laws in the event any insolvency proceedings are initiated against it including, among other things, Council and European Parliament Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast). Should courts in another European country determine that the insolvency and bankruptcy laws of that country apply to Holdco in accordance with and subject to such European Union (“EU”) regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against Holdco. Insolvency and bankruptcy laws in the Grand Duchy of Luxembourg or the relevant other European country, if any, may offer Holdco’s shareholders less protection than they would have under U.S. insolvency and bankruptcy laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency and bankruptcy laws.

The rights of our shareholders and responsibilities of our directors and officers are governed by Luxembourg law and differ in some respects from the rights and responsibilities of shareholders under other jurisdictions, including jurisdictions in the Cayman Islands and the United States.

Our corporate affairs are governed by our Articles, and by the laws governing companies incorporated in the Grand Duchy of Luxembourg, including the Luxembourg Company Law (loi du 10 août 1915 concernant les sociétés commerciales, telle que modifiée). The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law differ in some respects from those of a company incorporated under other jurisdictions, including the Cayman Islands and jurisdictions in the United States. Corporate laws governing the Grand Duchy of Luxembourg companies may not be as extensive as those in effect in the Cayman Islands or U.S. jurisdictions and the Luxembourg Company Law (as defined above) in respect of corporate governance matters might not be as protective of shareholders as the corporate law and court decisions interpreting the corporate law in the Cayman Islands or in Delaware, where the majority of U.S. public companies are incorporated. See “Comparison of Stockholder Rights” for a discussion of material differences between Cayman Islands and the Grand Duchy of Luxembourg law applicable to Union shareholders and Holdco shareholders. Further, under the Grand Duchy of Luxembourg law there may be less publicly available information about Holdco than is regularly published by or about U.S. issuers. In addition, we anticipate that all of our shareholder meetings will take place in the Grand Duchy of Luxembourg. Our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the Cayman Islands or a jurisdiction in the United States.

Non-Luxembourg resident holders of Holdco Ordinary Shares could be subject to adverse Grand Duchy of Luxembourg income tax consequences.

The tax position of the holders of Holdco Ordinary Shares may vary according to their particular financial and tax situation. The tax structuring of Holdco and/or its investments may not be tax-efficient for a particular prospective holder of Holdco Ordinary Shares. No assurances can be given that amounts distributed or allocated to the holders of Holdco Ordinary Shares will have any particular characteristics or that any specific tax treatment will apply. Furthermore, no assurances can be given that any particular investment structure in which Holdco has a direct or indirect interest will be suitable for all holders of Holdco Ordinary Shares and, in certain circumstances, such structures may lead to additional costs or reporting obligations for some or all of the holders of Holdco Ordinary Shares.

Non-Luxembourg resident holders of Holdco Ordinary Shares that have neither a permanent establishment nor a permanent representative in the Grand Duchy of Luxembourg to which or whom the Holdco Ordinary Shares are attributable, are generally not subject to any income tax in the Grand Duchy of Luxembourg on gains realized upon the sale, repurchase or redemption of the Holdco Ordinary Shares.

Non-Luxembourg resident holders of Holdco Ordinary Shares will only be subject to the Grand Duchy of Luxembourg income tax on capital gains in the event they hold a substantial participation in Holdco (i.e. more than 10% of the issued shares of Holdco, either alone or together with certain close relatives, at any time during the five-year period preceding the disposition of Holdco Ordinary Shares) and (a) the disposition of Holdco Ordinary Shares (including liquidation) takes place within six months after acquisition or (b) in case of a disposition of Holdco Ordinary Shares after six months or more, such holder had been a Grand Duchy of Luxembourg resident taxpayer for more than fifteen years and has become a non-Luxembourg taxpayer less than five years before the disposition of Holdco Ordinary Shares occurs. Nevertheless, holders should consult their own tax advisors to determine which double tax treaties concluded by the Grand Duchy of Luxembourg, if any, apply in order to determine which state (residency state or the Grand Duchy of Luxembourg) has the right to tax any such capital gains.

Risks Related to Union and the Business Combination

Union may not be able to complete its initial business combination prior to October 22, 2021, in which case Union would cease all operations except for the purpose of winding up and Union would redeem its public shares and liquidate, in which case the Public Shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and its warrants will expire worthless.

Pursuant to the SPAC Articles, Union must complete its initial business combination by October 22, 2021. Union may not be able to complete its initial business combination within such time period. Union’s ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If Union has not completed its initial business combination within such time period, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Union (less up to $100,000 of interest to pay dissolution expenses and net taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Union’s remaining shareholders and the Union Board, liquidate and dissolve, subject in the case of sections (ii) and (iii) above, to Union’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, Public Shareholders may only receive $10.00 per share, and Union’s warrants will expire worthless. In certain circumstances, Public Shareholders may receive less than $10.00 per share on the redemption of their shares.

In accordance with updated guidance from the SEC on accounting treatment of the warrants, Union’s management determined that Union’s warrants should be accounted for as liabilities rather than as equity and such requirement resulted in a restatement of Union’s previously issued financial statements, which has resulted in unanticipated costs and diversion of management resources and may have an adverse effect on the market price of Holdco Ordinary Shares.

On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). In the Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance, Union’s warrants were accounted for as equity within its balance sheet, and after Union’s management’s discussion and evaluation, including with Union’s independent auditors, Union concluded that its warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore, Union conducted a valuation of its warrants by an independent third-party valuation firm and restated its previously issued financial statements, which resulted in unanticipated costs and diversion of management resources. The classification of these financial instruments as a liability resulted in the application of derivative liability accounting, which requires a quarterly valuation of these liabilities with any change in value required to be reflected in quarterly and annual financial statements of the issuer. Although Union has completed the restatement, Union cannot guarantee that it will have no further inquiries from the SEC or Nasdaq regarding its restated financial statements or matters relating thereto. In addition, the impact of changes in fair value on earnings may have an adverse effect on the market price of Holdco Ordinary Shares.

Any future inquiries from the SEC or Nasdaq as a result of the restatement of Union’s historical financial statements will, regardless of the outcome, likely consume a significant amount of our resources in addition to those resources already consumed in connection with the restatement itself.

Union has identified a material weakness in its internal control over financial reporting related to the restatement described in its Annual Report on Form 10-K, as amended, which, if not remediated, could result in material misstatements in Union‘s financial statements.

Following the issuance of the Statement, after consultation with Union’s independent registered public accounting firm, Union’s management and its audit committee concluded that it was appropriate to restate Union’s previously issued audited financial statements as of September 30, 2020 and for the three-month period ended December 31, 2020. As part of the restatement, Union identified a material weakness in its internal controls over financial reporting.

Any failure to maintain effective internal control over financial reporting or disclosure controls and procedures could adversely impact Union’s ability to report its financial position and results of operations on a timely and accurate basis. If Union’s financial statements are not accurate, investors may not have a complete understanding of its operations. Likewise, if Union’s financial statements are not filed on a timely basis, Union could be subject to sanctions or investigations by the stock exchange on which the SPAC Ordinary Shares are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on Union’s business. Such material weakness could also cause investors to lose confidence in Union’s reported financial information, which could have a negative effect on the trading price of the SPAC Ordinary Shares.

Union can give no assurances that the measures it has taken and plans to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if Union is successful in strengthening its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of Union’s financial statements.

The ability of the Public Shareholders to exercise redemption rights with respect to a large number of Public Shares could increase the probability that the Business Combination will be unsuccessful and that Union’s shareholders will have to wait for liquidation in order to redeem their Public Shares.

Since the Business Combination Agreement requires that Union have, in the aggregate, cash (held both in and outside of the Trust Account, including the PIPE Investment Amount) that is equal to or greater than $185,000,000, the probability that the Business Combination will be unsuccessful is increased if a large number of the Public Shares are tendered for redemption. If the Business Combination is unsuccessful, the Public Shareholders will not receive their pro rata portion of the Trust Account until the Trust Account is liquidated. If the Public Shareholders are in need of immediate liquidity, they could attempt to sell their Public Shares in the open market; however, at such time, the Public Shares may trade at a discount to the pro rata per share amount in the Trust Account. In either situation, Union’s shareholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with the redemption until Union is liquidated or Union’s shareholders are able to sell their Public Shares in the open market.

If a shareholder fails to receive notice of Union’s offer to redeem its Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

This proxy statement/prospectus describes the various procedures that must be complied with in order for a Public Shareholder to validly redeem its Public Shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

You will not have any rights or interests in funds from the trust account except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

The Public Shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (a) the completion of Union’s initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the SPAC Articles (i) to modify the substance or timing of

Union’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of our Public Shares if it does not complete its initial business combination by October 22, 2021 or (ii) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity and (c) the redemption of the Public Shares if Union is unable to complete its business combination by October 22, 2021, subject to applicable law. Shareholders who do not exercise their rights to the funds in connection with an amendment to Union’s certificate of incorporation would still have rights to the funds in connection with a subsequent business combination. In no other circumstances will a Public Shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

The Sponsors, Union’s directors, officers, advisors or their affiliates and the Procaps Shareholders may elect to purchase shares from Public Shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of SPAC Ordinary Shares.

The Sponsors, Union’s directors, officers, advisors or their affiliates and the Procaps Shareholders may purchase SPAC Ordinary Shares in privately negotiated transactions or in the open market prior to the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsors, Union’s directors, officers, advisors or their affiliates and the Procaps Shareholders purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination, or to satisfy the closing condition in the Business Combination Agreement that requires Union to have a minimum amount of cash at the Closing. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of SPAC Ordinary Shares and the number of beneficial holders of Union’s securities may be reduced, possibly making it difficult for Holdco to obtain the quotation, listing or trading of its securities on a national securities exchange.

If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of Public Shares, such shareholders or group will lose the ability to redeem all such shares in excess of 15% of Public Shares.

The SPAC Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares, which Union refers to as the “Excess Shares.” However, Union would not be restricting its shareholders’ ability to vote all of their shares (including Excess Shares) for or against its business combination. The inability of a shareholder to redeem the Excess Shares will reduce its influence over Union’s ability to complete its business combination and such shareholder could suffer a material loss on its investment in Union if it sells Excess Shares in open market transactions. Additionally, such shareholder will not receive redemption distributions with respect to the Excess Shares if Union completes its business combination. And as a result, such shareholder will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell its shares in open market transactions, potentially at a loss.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, Union files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against Union that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Union’s shareholders and the per-share amount that would otherwise be received by Union’s shareholders in connection with Union’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, Union files a voluntary bankruptcy petition or an involuntary bankruptcy petition is filed against Union that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Union’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Union’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Union’s shareholders in connection with Union’s liquidation may be reduced.

The Holdco Ordinary Shares to be received by Union’s shareholders as a result of the Business Combination will have different rights from SPAC Ordinary Shares.

Following completion of the Business Combination, the Public Shareholders will no longer be shareholders of Union, a Cayman Islands exempted company but will instead be shareholders of Holdco, a Luxembourg company. There will be important differences between your current rights as a Union shareholder and your rights as a Holdco shareholder. Such differences include, among others:

•        Shareholder Approval of Business Combination — Under Cayman Islands law, mergers require a special resolution of the shareholders, and any other authorization as may be specified in the relevant articles of association. All mergers (other than parent/subsidiary mergers) require shareholder approval, without exceptions for smaller mergers. Under Cayman Islands law, when a bidder acquires 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50% plus one in number, and 75% in value, of shareholders in attendance and voting at a shareholders’ meeting. Under Luxembourg law, any type of business combination that would require an amendment to the Holdco Articles, such as a merger, de-merger, dissolution or voluntary liquidation requires an extraordinary resolution of a general meeting of shareholders. Transactions such as a sale, lease or exchange of substantial company assets require only the approval of the board of directors; neither Luxembourg law nor the Holdco Articles provide for an additional shareholder approval.

•        Appraisal Rights — Under Cayman Islands law, subject to certain statutory limitations, minority shareholders of a Cayman Islands exempted company that dissent from a merger are entitled to be paid the fair market value of their shares, while under Luxembourg law, minority shareholders of a Luxembourg company are not entitled to appraisal rights. In the event of a business combination of Holdco in the future, minority shareholders of Holdco will not have any appraisal rights, which could limit such shareholder’s ability to request that their Holdco Ordinary Shares be redeemed.

•        Shareholder Consent to Action Without Meeting — Under Cayman Islands law, written resolutions by way of special resolution or ordinary resolution must be by unanimous written resolution while under Luxembourg law, shareholders of a public limited liability company may not take action by written consent. A shareholder meeting must always be called if the matter to be considered requires a shareholder resolution under Luxembourg law and depending on the nature of the matter, all shareholder matters must be approved at an actual meeting of shareholders held before a notary public or under private seal.

•        Meetings of Shareholders — Pursuant to Union’s amended and restated memorandum and articles of association and Cayman Islands law, holders of a majority of the issued and outstanding SPAC Ordinary Shares entitled to vote as of the record date for such meeting must be present, in person (including virtually) or represented by proxy, to constitute a quorum. In accordance with Luxembourg law, no quorum applies for any ordinary resolution to be considered at a general meeting and such ordinary resolutions shall be adopted by a simple majority of the votes validly cast on such resolution while extraordinary resolutions require a quorum of at least half (1/2) of Holdco’s issued share capital at a first duly convened meeting, unless otherwise mandatorily required by law. Pursuant to Luxembourg law, if said quorum is not reached, a second meeting may be convened for which no quorum is prescribed pursuant to the 1915 Law and the Holdco Articles and each extraordinary resolution shall be adopted at a quorate general meeting, except otherwise provided by Luxembourg law, by at least a two-thirds (2/3) majority of the votes validly cast on such resolution by shareholders. In the event of a shareholder meeting of Holdco with only ordinary resolutions to be passed, no quorum will be required whereas such a meeting of Union would require a quorum.

•        Distributions and Dividends; Repurchases and Redemptions — Under Cayman Islands law, the declaration and payment of dividends falls within the competence of the board of directors, it being understood that dividends may be paid to holders of ordinary shares out of (i) a company’s profits available for distribution, (ii) “share premium account” or (iii) any other fund or account which can be authorized for the purpose in accordance with Cayman Islands law. Pursuant to Cayman Islands law, the sole restriction to a payment of dividends is if after payment, the company would not be able to pay its debts as they come due in the ordinary course of business. Under Luxembourg law, the amount and payment of a dividend

or any other distribution is determined by a simple majority vote at a general shareholders’ meeting upon recommendation by the board of directors, except in certain limited circumstances. In accordance with Luxembourg law, distributions are only lawfully declared and paid if Holdco’s distributable reserves are sufficient under Luxembourg law. Each year, Luxembourg law requires companies to allocate at least 5% of Holdco’s net profits to a legal reserve until such reserve equals 10% of Holdco’s issued share capital; such reserve is not available for distribution. In order for Holdco to declare and pay dividends, unlike under Cayman Islands law, a simple majority vote at a general shareholders’ meeting is required, in addition to the different restrictions applicable to the distribution of dividends referenced above.

See “Comparison of Shareholder Rights” for a detailed discussion of the different rights associated with holding shares in Holdco compared to shares in Union.

Union’s Sponsors, officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Shareholders vote.

Unlike many other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, the Initial Shareholders have agreed to vote their Founder Shares, as well as any Public Shares purchased during or after Union’s IPO, in favor of the Business Combination, and own 26.9% of the issued and outstanding SPAC Ordinary Shares. Accordingly, it is more likely that the necessary shareholder approval to complete the Business Combination will be received than would be the case if the Initial Shareholders agreed to vote their SPAC Ordinary Shares in accordance with the majority of the votes cast by the Public Shareholders.

The exercise of discretion by Union’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Union securityholders.

In the period leading up to the Closing, other events may occur that, pursuant to the Business Combination Agreement, would require Union to agree to amend the Business Combination Agreement, to consent to certain actions or to waive rights that Union is entitled to under those agreements. Such events could arise because of changes in the course of Procaps’ business, a request by Procaps to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Procaps’ business and would entitle us to terminate the Business Combination Agreement. In any of such circumstances, it would be in Union’s discretion, acting through its board of directors, to grant Union’s consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for Union and its securityholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Union does not believe there will be any changes or waivers that its directors and officers would be likely to make after shareholder approval of the Business Combination has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the transaction that would have a material impact on the shareholders, Union will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of its shareholders with respect to the Business Combination Proposal.

Union’s board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and as a result, the terms may not be fair from a financial point of view to the Public Shareholders.

In analyzing the Business Combination, the Union board of directors conducted significant due diligence on Procaps. For a complete discussion of the factors utilized by Union’s board of directors in approving the Business Combination, see the section entitled, “The Business Combination — Union’s Board of Directors’ Reasons for the Approval of the Business Combination.” The Union board of directors believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders and that Procaps’ fair market value was at least 80% of Union’s net assets (excluding

deferred underwriting discounts and commissions). Notwithstanding the foregoing, Union’s board of directors did not obtain a fairness opinion to assist it in its determination. Accordingly, Union’s board of directors may be incorrect in its assessment of the Business Combination.

The Sponsors and Union’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in the Registration Statement of which this proxy statement/prospectus is a part.

When you consider the recommendation of Union’s board of directors in favor of approval of the Business Combination Proposal, the Merger Proposal and the Nasdaq Proposal, you should keep in mind that certain of Union’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. These interests include, among other things:

•        the beneficial ownership of the Initial Shareholders of an aggregate of 5,000,000 Founder Shares, originally acquired for an aggregate purchase price of $25,000, or approximately $0.006 per share. The Founder Shares initially were purchased by the Sponsors with each Sponsor, Union Acquisition Associates II, LLC and Union Group International Holdings Limited, purchasing 2,515,625 Founder Shares for $12,500. The Sponsors then transferred an aggregate of 152,500 shares to Union’s officers, directors advisors and their affiliates. Following the forfeiture of 31,250 shares due to the underwriters’ over-allotment in connection with the IPO, 5,000,000 Founder Shares remained outstanding. The Founder Shares would become worthless if Union does not complete a business combination within the applicable time period, as the Initial Shareholders and Union’s other officers and directors have waived any right to redemption with respect to these shares. The Founder Shares have an aggregate market value of approximately $50,500,000, based on the closing price of SPAC Ordinary Shares of $10.10 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting;

•        The beneficial ownership of the Sponsors, and their respective affiliates, of 3,375,000 Private Placement Warrants to be retained by the Sponsors, 1,250,000 of which will be held in escrow until released pursuant to the terms of the Transaction Support Agreement, out of the 6,250,000 Private Placement Warrants initially purchased by the Sponsors at a price of $1.00 per warrant, for an aggregate price of $6,250,000. The 3,375,000 Private Placement Warrants to be retained by the Sponsors have an aggregate market value of approximately $2,463,750, based on the closing price of SPAC Warrants of $0.73 on Nasdaq on August 19, 2021, the record date for the Extraordinary General Meeting.

•        Union’s Sponsors, officers and directors, and any of their respective affiliates, will not receive reimbursement for any out-of-pocket expenses incurred by them on Union’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of December 31, 2020, no more than $100,000 in out-of-pocket expenses have been incurred by Union’s directors incident to identifying, investigating and consummating a business combination;

•        the potential continuation of certain Union’s directors as directors of Holdco post-Business Combination;

•        the continued indemnification of current directors and officers of Union and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the Sponsors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate; and

•        the Sponsors and their respective affiliates can earn a positive rate of return on their investment, even if other Union shareholders experience a negative rate of return in the post-business combination company.

These interests may influence Union’s directors in making their recommendation to vote in favor of the Business Combination Proposal and the other proposals described in the Registration Statement of which this proxy statement/prospectus is a part. You should also read the section entitled “The Business Combination — Interests of Union’s Directors and Officer’s in the Business Combination.”

If Union fails to consummate the PIPE, it may not have enough funds to complete the Business Combination.

As a condition to closing the Business Combination, the Business Combination Agreement provides that Union must have at least an aggregate of $185,000,000 of cash held either in or outside the Trust Account, including the aggregate amount received from the PIPE upon the closing of the Business Combination. Since the amount in the Trust Account is less than $185,000,000, Union requires the funds from the PIPE in order to consummate the Business Combination. While Union has entered into Subscription Agreements to raise an aggregate of approximately $100,000,000 immediately prior to the Closing, there can be no assurance that the counterparties to the Subscription Agreements will perform their obligations thereunder. If Union fails to consummate the PIPE, it is unlikely that Union will have sufficient funds to meet the Minimum Cash Condition to Closing.

Subsequent to the completion of the Business Combination, Holdco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Holdco’s financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

Although Union has conducted due diligence on Procaps, we cannot assure you that our diligence surfaced all material issues that may be present inside Procaps, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Procaps and outside of Union’s control will not later arise. As a result of these factors, Holdco may be forced to later write-down or write off assets, restructure its operations, or incur impairment or other charges that could result in Holdco reporting losses. Even if Union’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Union’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on Union’s liquidity, the fact that Union reports charges of this nature could contribute to negative market perceptions about Union or its securities. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Union’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Public Shareholders at the time of the Business Combination who purchased their SPAC Units in Union’s IPO and do not exercise their redemption rights may pursue rescission rights and related claims.

The Public Shareholders may allege that some aspects of the Business Combination are inconsistent with the disclosure contained in the prospectus issued by Union in connection with the offer and sale in its IPO of SPAC Units, including the structure of the proposed Business Combination. Consequently, a Public Shareholder who purchased shares in the IPO (excluding the Initial Shareholders) and still holds them at the time of the Business Combination and who does not seek to exercise redemption rights might seek rescission of the purchase of the SPAC Units such holder acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in the value of such holder’s shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If shareholders bring successful rescission claims against Union, it may not have sufficient funds following the consummation of the Business Combination to pay such claims, or if claims are successfully brought against Holdco following the consummation of the Business Combination, Holdco’s results of operations could be adversely affected and, in any event, Holdco may be required in connection with the defense of such claims to incur expenses and divert employee attention from other business matters.

Union’s shareholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, Union’s shareholders will own a smaller percentage of Holdco than they currently own of Union. Upon completion of the Business Combination, it is anticipated that Union’s shareholders (including the Initial Shareholders), will own approximately 15.5% of the Holdco Ordinary Shares issued and outstanding immediately after the consummation of the Business Combination, including 5,000,000 Holdco Ordinary Shares held by the Initial Shareholders that will be subject to certain lock-up arrangements pursuant to the Registration Rights and Lock-Up Agreement and 1,250,000 Holdco Ordinary Shares that will be held in escrow

subject to release pursuant to the terms of the Transaction Support Agreement, assuming none of Union’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares, the SPAC Transaction Expenses do not exceed the SPAC Transaction Expenses Cap and no additional equity securities of Union are issued at or prior to Closing, other than the 10,000,000 PIPE Shares currently subscribed for and to be issued in connection with the PIPE. Consequently, Union’s shareholders, as a group, will have reduced ownership and voting power in Holdco compared to their ownership and voting power in Union.

Union’s and Procaps’ ability to consummate the Business Combination may be materially adversely affected by the COVID-19 pandemic.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Department of Health and Human Services declared a public health emergency for the United States to aid the U.S., and on March 11, 2020, the World Health Organization characterized COVID-19 as a “pandemic.”

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The disruptions posed by COVID-19 have continued, and other matters of global concern may continue for an extensive period of time, and Union’s and Procaps’ ability to consummate the Business Combination may be materially adversely affected. Each of Union, Procaps and Holdco may also incur additional costs due to delays caused by COVID-19, which could adversely affect Union’s and Procaps’ ability to consummate the Business Combination.

The securities in which Union invests the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.

The proceeds from Union’s IPO and its concurrent private placement of warrants held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that Union is unable to complete its initial business combination or make certain amendments to the SPAC Articles, its Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to Union, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by Public Shareholders.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

Union depends on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which they may deal. Sophisticated and deliberate attacks on, or security breaches in, Union’s systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of Union’s assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, Union may not be sufficiently protected against such occurrences. Union may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on Union’s business and lead to financial loss.

If the Merger is described in Section 351(a) or Section 368 of the Code but it is determined that Section 367(a) of the Code applies to the transfer of SPAC Ordinary Shares, then a U.S. holder would generally recognize gain (but not loss) to the extent that gain would have been recognized if such transfer did not qualify for non-recognition under Section 351(a) or Section 368 of the Code.

In addition, a U.S. holder of SPAC Ordinary Shares or SPAC Warrants could be subject to adverse U.S. federal income tax consequences as a result of the Business Combination if the SPAC is a passive foreign investment company within the meaning of Section 1297 of the Code at any time during a U.S. holder’s holding period of SPAC Ordinary Shares or SPAC Warrants.

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Material U.S. Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences to you of the Merger.

If a United States person is treated as owning at least 10% of Holdco’s shares, such person may be subject to adverse U.S. federal income tax consequences.

If a United States person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of Holdco’s shares, such person may be treated as a “United States shareholder” with respect to Holdco. If United States shareholders own more than 50% of the value or voting power of Holdco’s shares, then Holdco will be considered a controlled foreign corporation. Additionally, as a result of complex attribution rules, a direct or indirect subsidiary of Holdco may be considered a “controlled foreign corporation” and a United States shareholder of Holdco may be subject to the controlled foreign corporation rules with respect to such Holdco subsidiary even if Holdco itself is not a controlled foreign corporation.

A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of the controlled foreign corporation’s “Subpart F income” and (in computing its “global intangible low-taxed income”) “tested income” and a pro rata share of the amount of U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due from starting. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation.

Holdco cannot provide any assurances that it will assist holders in determining whether it, or any of its non-U.S. subsidiaries, are treated as a controlled foreign corporation or whether any holder is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any holder information that may be necessary to comply with reporting and tax paying obligations.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020 — (Continued)
(In thousands of United States Dollars)