What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-31 · 351 added, 367 removed, 562 unchanged (56% of the section changed)

We are a blank check company incorporated as a

Cayman Islands exempted company.

We were formed for the purpose of entering into a merger, capital share exchange, asset acquisition,

share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which

We are a blank check company incorporated as a Cayman Islands exempted

We were formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, recapitalization,

reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities, which

we refer to as a “target business.” While we may pursue an initial Business Combination with any target business and in any

sector or geographical location, we intend to focus our search on targets in energy transition technologies, such as battery materials,

energy storage, EV infrastructure and advanced recycling in emerging/frontier countries including the CIS, South and South-East Asia

and MENA regions.

On September 8, 2021, the Company consummated

an initial public offering of 15,000,000 units at $10.00 per unit and the sale of 8,400,000 warrants at a price

of $1.00 per private warrant in a private placement to the Company’s sponsor, Oxus Capital Pte.

energy storage, electric vehicle (“ EV”) infrastructure and advanced recycling

in emerging/frontier countries including the Commonwealth of Independent States (“CIS”), South and South-East Asia and

Middle East and North Africa (“MENA”) regions.

On September 8, 2021, we consummated an initial public offering (the

“Initial Public Offering”) of 15,000,000 units at $10.00 per unit and the sale of 8,400,000 warrants

at a price of $1.00 per private warrant in a private placement to our sponsor, Oxus Capital Pte.

Ltd and its underwriters that

closed simultaneously with the closing of the Initial Public Offering.

The Company has listed the units on the Nasdaq Capital Market (“Nasdaq”).

On September 13, 2021, the underwriters exercised their over-allotment option in full, according

to which the Company consummated the sale of an additional 2,250,000 units, at $10.00 per unit, and the sale of an additional 900,000 private

warrants, at $1.00 per private warrant, generating total gross proceeds of $23.40 million.

We have listed the units on the Nasdaq Capital Market (“Nasdaq”).

On September 13, 2021, the underwriters exercised their over-allotment option in full, according to which we consummated the sale of an

additional 2,250,000 units, at $10.00 per unit, and the sale of an additional 900,000 private warrants, at $1.00 per

private warrant, generating total gross proceeds of $23.40 million.

A total of $175,950,000 of the net proceeds from

the Initial Public Offering (including the additional units) and the sale of private placement warrants and additional private placement

warrants was deposited in a trust account established for the benefit of the Company’s public stockholders.

warrants was deposited in a trust account established for the benefit of our public shareholders.

Proposed Business Combination

On February 23, 2023, Oxus Acquisition Corp.

“Company” or “Oxus”) entered into a business combination agreement by and among the Company, 1000397116 Ontario

Inc., a corporation incorporated under the laws of the province of Ontario, Canada (“Newco”) and a wholly-owned subsidiary

of the Company, and Borealis (as may be amended and/or restated from time to time, the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, among other things:

(a) the Company will domesticate and continue as a corporation existing

under the laws of the province of Ontario, Canada (the “Continuance” and, the Company as the continuing entity, “New

(b) on the closing date, Newco and Borealis will amalgamate in accordance with the terms of the plan of arrangement (the

“Borealis Amalgamation” and Newco and Borealis as amalgamated, “Amalco”), with Amalco surviving the Borealis Amalgamation

as a wholly-owned subsidiary of New Oxus;

and (c) on the closing date, immediately following the Borealis Amalgamation, Amalco and New

Oxus will amalgamate (the “New Oxus Amalgamation,” and together with the Continuance, the Borealis Amalgamation and other

transactions contemplated by the Business Combination, the plan of arrangement and the ancillary agreements, the “Proposed Transaction”),

with New Oxus surviving the New Oxus Amalgamation.

The Business Combination Agreement was unanimously approved by Oxus’ and Borealis’

respective board of directors.

Under the Business Combination Agreement, the shareholders of Borealis (“Borealis Shareholders”)

will receive from New Oxus, in the aggregate, a number of shares of New Oxus equal to (a) the Borealis Value (as defined below) divided

by (b) $10.00.

The Borealis Value will be equal to $150 million less net indebtedness (aggregate consolidated amount of indebtedness of

Borealis minus cash) (the “Borealis Value”).

The Business Combination Agreement contains customary

representations and warranties, covenants and closing conditions, including, but not limited to, approval by the Company’s and Borealis’

respective shareholders of the Business Combination Agreement and the Proposed Transaction.

The terms of the Business Combination Agreement

and other related ancillary agreements entered into or to be entered into in connection with the closing of the Proposed Transaction,

including those briefly described below, are summarized in more detail in the Company’s Form 8-K filed with the SEC on March 1,

Shareholder Support Agreements

Concurrently with the

execution and delivery of the Business Combination Agreement, Oxus, Borealis and certain Borealis Shareholders entered into the Shareholder

Support Agreements pursuant to which, among other things, such Borealis Shareholders have agreed to vote their Borealis shares in favor

of the Proposed Transaction and not sell or transfer their Borealis shares.

Sponsor Support Agreement

Concurrently with the

execution and delivery of the Business Combination Agreement, Oxus, Borealis and our sponsor entered into the Sponsor Support Agreement

pursuant to which, among other things, our sponsor agreed to (A) vote its founder shares in favor of the Proposed Transaction and any

proposals the parties deem necessary or desirable to effectuate the Proposed Transaction (the “Oxus Proposals”), (B) not redeem

its founder shares, (C) waive certain of its anti-dilution rights, (D) convert the Sponsor Convertible Notes (as defined therein), and

(E) forfeit certain sponsor founder shares as a part of incentive equity compensation for directors, officers and employees of New Oxus

(subject to terms and conditions set forth in the Sponsor Support Agreement).

Registration Rights Agreement

In connection with the

closing of the Proposed Transaction, Oxus and certain Borealis Shareholders and certain shareholders of Oxus (the “Holders”)

will enter into the Registration Rights Agreement, pursuant to which Oxus will be obligated to file a registration statement to register

the resale of certain securities of Oxus held by the Holders.

The Registration Rights Agreement will also provide the Holders with “piggy-back”

registration rights, subject to certain requirements and customary conditions.

Lock-Up Agreements

In connection with the

closing of the Proposed Transaction, Oxus and certain directors/officers/five percent (5%) or greater shareholders of Borealis (the “Subject

Party”) will enter into the Lock-Up Agreements, pursuant to which (A) fifty percent (50%) of the shares of New Oxus held by the

Subject Party (the “Restricted Securities”) will be locked-up during the period commencing from the closing and ending on

the earlier to occur of (i) twelve (12) months after the date of the closing and (ii) the date on which the closing price of common shares

of New Oxus equals or exceeds $12.00 per share (as adjusted to take into account any stock split, stock dividend, reverse stock split,

recapitalization or similar event) for any twenty (20) trading days within a thirty (30)-trading day period starting after the closing,

and (B) fifty percent (50%) of the Restricted Securities will be locked-up during the period commencing from the closing and ending on

twelve (12) months after the date of the closing, subject to certain specifications and exceptions.

On March 2, 2023, our shareholders approved an

amendment to our Amended and Restated Memorandum and Articles of Association (as amended, the “Charter”) (the “Extension

The Extension Amendment extends the date by which we must consummate our initial Business Combination (the “Extension”)

from March 8, 2023, upon additional funds being deposited into the Company’s trust account (such date, the “Termination Date”)

to up to December 8, 2023, or such earlier date as determined by our board of directors (the “Board,” such date, the “Extended

In connection with the shareholder vote to approve

the Extension Amendment, the Holders of 15,300,532 Class A ordinary shares property exercised their right to redeem their shares for

cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $159.34 million (the

“March Redemption”), leaving approximately $20.3 million in the Trust Account.

Our sponsor has agreed to loan the Company (i) the lesser of (a) an aggregate

of $180,000 or (b) $0.12 per public share that remain outstanding and is not redeemed in connection with the Extension plus (ii) the lesser

of (a) an aggregate of $60,000 or (b) $0.04 per public share that remain outstanding and is not redeemed in connection with the Extension

for each of the six subsequent calendar months commencing on June 8, 2023 (the “Extension Loan”), which amount will be deposited

into the Trust Account.

On March 3, 2023, our sponsor funded $200,000 through the Amended Note (as defined below), out of which $180,000

was deposited into the Trust Account as the initial deposit of the Extension Loan.

On March 15, 2023, our sponsor funded an additional $100,000 through the

Amended Note (as defined below).

Our Founder and Management Team

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Officer, Kanat Mynzhanov, and our Chief Financial Officer, Askar Mametov, as well as our independent directors, Shiv Vikram Khemka, Christophe

Charlier and Sergei Ivashkovsky.

Rakishev is a global investor and entrepreneur

who focuses on acquiring and investing in businesses that can benefit from his group’s operating expertise.

Over the course of his

Rakishev has acquired and directly or indirectly invested in more than 50 businesses in metals & mining, oil,

petrochemical, banking, fintech, information technology, ecommerce, logistics and insurance industries, including a current portfolio

of ten active companies worldwide.

He is the sole shareholder and chief executive officer of Fincraft (listed on the Kazakhstan Stock

Exchange since 2019), chairman of the board of Fincraft Resources JSC (formerly SAT & Company)(listed on the Kazakhstan Stock

Exchange since 2008), chairman of the board of Battery Metals Technologies Ltd., director of Evoshare Limited, president of Kazakhstan

Boxing Federation, independent director of Satbayev Kazakh National Technical University, co-founder of Saby Charitable Foundation,

and was one of the early investors in StoreDot and Net Element (NASDAQ:

Rakishev was ranked 12 th on

the Forbes list of the most influential persons in Kazakhstan in 2020.

Rakishev made a significant investment

in Net Element in 2012.

Net Element is a global technology-driven company specializing in mobile payments and value-added transactional

Net Element owns and operates a global mobile payments and transactional processing provider, TOT Group.

TOT Group companies

include Unified Payments, ranked as one of the fastest growing companies in North America on Deloitte’s 2018 Technology Fast 500™,

Aptito, a next generation cloud-based point of sale payments platform and Payonline, fully-integrated, processor agnostic electronic

commerce platform.

In 2020, Net Element announced the execution of a definitive agreement to merge with privately-held Mullen, a

Southern California-based electric vehicle company.

Charlier and Karim Zahmoul.

Rakishev is a global investor and entrepreneur who focuses

on acquiring and investing in businesses that can benefit from his group’s operating expertise.

Over the course of his career, Mr.

has acquired and directly or indirectly invested in more than 50 businesses in metals & mining, oil, petrochemical, banking,

fintech, information technology, ecommerce, logistics and insurance industries, including a current portfolio of ten active companies

He is the sole shareholder and chief executive officer of Fincraft (listed on the Kazakhstan Stock Exchange since 2019), chairman

of the board of Fincraft Resources JSC (formerly SAT & Company)(listed on the Kazakhstan Stock Exchange since 2008), chairman

of the board of Battery Metals Technologies Ltd.,, president of Kazakhstan Boxing Federation, independent director of Satbayev Kazakh

National Technical University, co-founder of Saby Charitable Foundation, and was one of the early investors in StoreDot and Net Element

Rakishev was ranked 12 th on the Forbes list of the most influential persons in Kazakhstan

In 2013, Singulariteam Fund, a venture capital

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of Central Asia Metals Plc (AIM:

In 2014, Mr Rakishev became a major shareholder of BTA, which is currently a subsidiary of Fincraft.

Rakishev became a major shareholder of BTA, which is currently a subsidiary of Fincraft.

As of April 2021, Fincraft has over $1.2 billion in total assets.

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Officer and director since our inception in February 2021.

Mynzhanov co-founded Bellprescot Ltd.

and Bellprescot in

September 2016.

He served as the chief investment officer of Bellprescot from 2016 to 2020 and operated Bellprescot’s fund,

BP’s primary focus of investments is technology driven public companies with leading and disruptive products and service, including

internet of things and cloud, autonomous driving, artificial intelligence, machine learning, semiconductors, cybersecurity and robotics.

Mynzhanov founded D23 in June 2020 to manage private equity deals.

Prior to founding BP and D23, Mr.

Mynzhanov served

as the head of investments at Kazatomprom-Damu, an investment subsidiary of NAC, where he led and mentored a team of highly skilled investment

managers responsible for mergers and acquisitions, joint ventures and business development across metals & mining, rare metals

and alternative energy industries.

Mynzhanov joined NAC in 2014 as an investment manager and during his time at NAC he oversaw

numerous projects and established strong connections with some of the largest global firms.

Mynzhanov led and co-founded a hedge fund, Bellprescot Prime Fund

and asset management firm Bellprescot Asset Management in September 2016.

He served as the director of the investment advisory firm, Bellprescot

from September 2016 until April 2021.

He served as the chief investment officer of Bellprescot Asset Management from September 2016

to June 2020.

The hedge fund’s primary focus of investments was technology driven public companies with leading and disruptive products

and service, including internet of things and cloud, autonomous driving, artificial intelligence, machine learning, semiconductors, cybersecurity

and robotics.

Since 2018, Mr.

Mynzhanov advised on several private equities deals in fintech (payments, remittances and alternative financing),

mobility (including EV battery metals and EV battery technology) and structured products, including tokenization and syndicated co-lending.

Prior to founding the hedge fund, Mr.

Mynzhanov served as the head of investments at Kazatomprom-Damu, an investment subsidiary of NAC

Kazatomprom JSC, where he led and mentored a team of highly skilled investment managers responsible for mergers and acquisitions, joint

ventures and business development across metals & mining, rare metals and alternative energy industries.

Mynzhanov joined NAC

Kazatomprom JSC in 2014 as an investment manager and during his time he oversaw numerous projects and established strong connections with

some of the largest global firms in the industry.

From March 2011 to March 2014 Mr.

Mynzhanov consulted and led the business development

of tungsten concentrate producer in CIS region.

From November 2008 to March 2011 Mr.

Mynzhanov led and participated in operational, commercial

and investment management of oil tankers firm in London.

Over the years Mr.

Mynzhanov consulted

for various firms, including those in the metals and mining sector, on raising capital through initial public offerings, as well as restructuring

and various business developments.

Askar Mametov has served as our Chief Financial

Officer since our inception in February 2021.

Mametov has over 15 years of executive experience in mining, oil and

gas, infrastructure and transportation industries with a thorough understanding of financial reporting (US GAAP and IFRS), taxation and

accounting, financial planning and analysis.

Mynzhanov consulted for various firms, including those in

the metals and mining sector, on raising capital through initial public offerings, as well as restructuring and various business developments.

Askar Mametov has served as our Chief Financial Officer since our inception

in February 2021.

Mametov has over 15 years of executive experience in mining, oil and gas, infrastructure and transportation

industries with a thorough understanding of financial reporting (US GAAP and IFRS), taxation and accounting, financial planning and analysis.

Previously, Mr.

Mametov served as chief financial officer of KM Gold Inc., a public

Kazakh gold mining company (KASE:

KMGD) from August 2016 until October 2019.

He led the public listing of the company on the

Kazakhstan Stock Exchange in 2016.

Prior to that, Mr.

Mametov served as financial controller of Sequa Petroleum Kazakhstan, a subsidiary

of Sequa Petroleum, an oil and gas company listed on Euronext Access (EPA:

Mametov served as chief financial officer of KM Gold Inc., a public Kazakh gold mining company (KASE:

August 2016 until October 2019.

He led the public listing of the company on the Kazakhstan Stock Exchange in 2016.

Mametov served as financial controller of Sequa Petroleum Kazakhstan, a subsidiary of Sequa Petroleum, an oil and gas company

listed on Euronext Access (EPA:

MLSEQ), from January 2014 to July 2016.

Mametov served in multiple roles at Caspian Services Inc.

CSSV), including management reporting, US GAAP financial

reporting, as well as IFRS financial reporting.

From 2007 to 2014, Mr.

Mametov served in multiple

roles at Caspian Services Inc.

CSSV), including management reporting, US GAAP financial reporting, as well as IFRS financial

Mametov worked at Beeline Kazakhstan, a subsidiary of VEON (Nasdaq:

From 2005 to 2007, Mr.

Mametov served as financial reporting specialist and consortium accountant for PetroKazakhstan Inc.

served as financial reporting specialist and consortium accountant for PetroKazakhstan Inc.

PKZ), a Canadian oil company.

Mametov is a member of IMA (Institute of Management Accountants) and since 2014, has served

as the President of Kazakhstan Chapter of IMA.

is a member of IMA (Institute of Management Accountants) and since 2014, has served as the President of Kazakhstan Chapter of IMA.

We have a highly accomplished team of independent

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He started his investment banking career in 1995 at JPMorgan in the M&A Group in NY.

Sergei Ivashkovsky is one of our independent directors.

Ivashkovsky has over 16 years of experience in investment management in public and private equity markets in the CIS and

other counties in Eastern Europe, in restructuring and turnaround projects for technology companies and in distressed assets in Russia,

and participated in a significant number of deals in industrial, consumer and banking sector.

In October 2019, Mr.

founded an investment company Eurasia Investment Partners to advise private investors in LBO and private equity transactions.

From May 2018

to October 2019, Mr.

Ivashkovsky served as a managing director of the distressed assets bank TRUST, launched by the Central

Bank of Russia along with McKinsey advisory to consolidate $40 billion of non-performing corporate loans.

From 2013 until April 2018,

he served as a managing director of Rusnano, a leading state-owned tech fund in Russia, and Gazprombank, a leading private bank in

Russia, responsible for a number of turnaround projects in industrial technologies, fintech and artificial intelligence.

Ivashkovsky served as a senior analyst and co-portfolio manager of Prosperity Capital and East Capital, the leading

Swedish asset management companies in Russia, CIS and Eastern Europe with long-only and special situation funds.

From 2004 to 2006,

he served as an analyst and junior portfolio manager in Rosbank AM, an asset management start-up of INTERROS, one of the largest

financial and industrial groups in Russia.

Karim Zahmoul is one of our independent directors.

Zamoul has 25 years of investment banking experience.

He has served as a Founder and CEO of EMVirya Ltd, an FCA regulated investment

advisor based in London since February, 2018.

EMVirya Ltd, is a privately held financial services firm with extensive experience in global

emerging markets that is positioning itself at the cross road of Emerging markets and renewable energy.

Prior to founding EMVirya, Mr.

Zahmoul was a Partner at Temporis Capital from September 2014 to April 2017 in London, where he was responsible for the firm’s international

investments business and developed renewable energy project in the emerging market jurisdiction including extended focus in Morocco and

Prior to that from 2004 to 2014, Mr.

Zahmoul was a Managing Director at Barclays Investment Bank where he held various senior

positions over his 10-year tenure at the bank.

In his last position, he was responsible for the Global Emerging Market business for the

investment bank.

Prior to Barclays from 1999 to 2004, Mr.

Zahmoul spent five years at Deutsche Bank where he was a Managing Director and

Head of Emerging Market Structuring for the Americas in New York.

He started his financial career and spent six years at Goldman Sachs,

in both New York and London, where his last position was Executive Director in EEMEA Trading.

Zahmoul received an MSc and a BSc from

Columbia School of Engineering and Applied Sciences in Operation Research and a BA in Physics from Columbia College.

Notwithstanding the foregoing, the past successes

Rakishev and our other officers and directors, and their respective affiliates is not a guarantee that we will be able to

identify a suitable candidate for our initial business combination or realize success with respect to any business combination we may

You should not rely on the historical record of such individuals’ or entity’s performance as indicative of our

future performance.

Additionally, in the course of their respective careers, members of our management team may have been involved in

businesses and deals that were unsuccessful.

In addition, our officers and directors may have conflicts of interest with other entities

to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities.

Rakishev and our other officers and directors, and their respective affiliates do not guarantee that we will be able to identify

a suitable candidate for our initial Business Combination or realize success with respect to any Business Combination we may consummate.

You should not rely on the historical record of such individuals’ or entity’s performance as indicative of our future performance.

Additionally, in the course of their respective careers, members of our management team may have been involved in businesses and deals

that were unsuccessful.

In addition, our officers and directors may have conflicts of interest with other entities to which they owe fiduciary

or contractual obligations with respect to initial Business Combination opportunities.

Business Strategy

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we believe have some or all of the following attributes:

● The potential to benefit from being publicly traded with access

to the public capital markets and reduced cost of equity and debt capital to pursue further growth opportunities;

● A professional management team whose interests are aligned

with our investors (we may enhance the capabilities of the target’s business team by recruiting talent through our network of contacts);

The potential to benefit from being publicly traded with access to the public capital markets and reduced cost of equity and debt capital to pursue further growth opportunities;

A professional management team whose interests are aligned with our investors (we may enhance the capabilities of the target’s business team by recruiting talent through our network of contacts);

The potential to grow organically as well as through acquisitions;

● A defensible position within a target market as a result of

a differentiated technology or other competitive advantages;

A defensible position within a target market as a result of a differentiated technology or other competitive advantages;

A proven business model;

● The collective capabilities of our management can be leveraged

to tangibly improve the operations and market position of the target;

● A history of strong operating and financial results with proven

track records.

The collective capabilities of our management can be leveraged to tangibly improve the operations and market position of the target;

A history of strong operating and financial results with proven track records.

Given our management team’s extensive experience

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necessary to grow the business and improve the overall strategic prospects for the combined companies.

These criteria and guidelines are not intended

to be exhaustive.

Any evaluation relating to the merits of an initial business combination may be based, to the extent relevant, on these

general criteria and guidelines as well as other considerations, factors, guidelines, and criteria that our management team may deem relevant.

In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines,

we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to

our initial business combination, whichwould be in the form of proxy solicitation or tender offer materials, as applicable, that we would

file with the SEC.

These criteria and guidelines are not intended to be exhaustive.

evaluation relating to the merits of an initial Business Combination may be based, to the extent relevant, on these general criteria and

guidelines as well as other considerations, factors, guidelines, and criteria that our management team may deem relevant.

that we decide to enter into a Business Combination with a target business that does not meet the above criteria and guidelines, we will

disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial

Business Combination, which would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with

In evaluating a prospective target business, we

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ability complete our Business Combination.

Our amended and restated memorandum and articles of association provides that we renounce our

interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely

in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted

to undertake and would otherwise be reasonable for us to pursue.

Our Charter provides that we renounce our interest in any corporate opportunity offered to

any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer

of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for

us to pursue.

Effecting a Business Combination

We are not presently engaged in, and we will not

engage in, any substantive commercial business for an indefinite period of time following the initial public offering.

We intend to utilize

cash derived from the proceeds of the initial public offering and the private placement of private warrants, our ordinary shares, debt

or a combination of these in effecting a business combination which has not yet been identified.

We are not presently engaged in, and we will not engage in, any substantive

commercial business for an indefinite period of time following the Initial Public Offering.

We intend to utilize cash derived from the

proceeds of the Initial Public Offering and the private placement of private warrants, our ordinary shares, debt or a combination of these

in effecting a Business Combination, including the proposed Business Combination with Borealis.

A Business Combination may involve the

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have the ability, as a result of our limited resources, to effect only a single Business Combination.

We Have Not Identified a Target Business

To date, we have not selected any target business

on which to concentrate our search for a business combination.

We cannot assure you that we will be able to locate a target business or

that we will be able to engage in a business combination with a target business on favorable terms or at all.

Subject to our management team’s pre-existing fiduciary

obligations and the fair market value requirement described below, we have virtually unrestricted flexibility in identifying and selecting

a prospective acquisition candidate.

We have not established any specific attributes or criteria (financial or otherwise) for prospective

target businesses other than as described above.

Accordingly, there is no basis for investors in the initial public offering to evaluate

the possible merits or risks of the target business with which we may ultimately complete a business combination.

Although our management

will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or

assess all significant risk factors.

Sources of Target Businesses

While we have not yet selected a target business

with which to consummate our initial business combination, we believe based on our management’s business knowledge and past experience

that there are numerous potential candidates.

We expect that our principal means of identifying potential target businesses will be through

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brand recognition and potential;

● experience and skill of management and availability of additional

experience and skill of management and availability of additional personnel;

capital requirements;

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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;

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;

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costs associated with effecting the Business Combination;

● industry leadership, sustainability of market share and attractiveness

of market industries in which a target business participates;

● macro competitive dynamics in the industry within which the

company competes.

industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates;

macro competitive dynamics in the industry within which the company competes.

These criteria are not intended to be exhaustive.

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By consummating a Business Combination with only a single entity, our lack of diversification may:

● subject us to numerous economic, competitive and regulatory

developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent

to a business combination, and

● result in our dependency upon the performance of a single

operating business or the development or market acceptance of a single or limited number of products, processes or services.

subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a Business Combination, and

result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

If we determine to simultaneously acquire several

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In connection with any proposed Business Combination,

we will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders

may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or don’t vote

at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide

our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder

vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable),

in each case subject to the limitations described herein.

The decision as to whether we will seek shareholder approval of a proposed business

combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and

will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require

us to seek shareholder approval.

If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder

may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares.

In that case, we will file tender

offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination

as is required under the SEC’s proxy rules.

Whether we seek shareholder approval or engage in a tender offer, we will consummate

our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation

of such business combination and, if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor

of the business combination.

including the proposed Business Combination with Borealis, we will either (1) seek shareholder approval of our initial Business Combination

at a meeting called for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for or against

the proposed Business Combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the

trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of

a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount

then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein.

The decision as

to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their shares to us

in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction

and whether the terms of the transaction would otherwise require us to seek shareholder approval.

If we determine to engage in a tender

offer, such tender offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata

portion of his, her or its shares.

In that case, we will file tender offer documents with the SEC which will contain substantially the

same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules.

we seek shareholder approval or engage in a tender offer, we will consummate our initial Business Combination only if we have net tangible

assets of at least $5,000,001 either immediately prior to or upon consummation of such Business Combination and, if we seek shareholder

approval, a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination.

We chose our net tangible asset threshold of $5,000,001

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Public shareholders may therefore have to wait until

after March 8, 2023 in order to be able to receive a pro rata share of the trust account.

after the Extended Date in order to be able to receive a pro rata share of the trust account.

Our sponsor, initial shareholders, officers and

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of the underwriter founder shares have agreed to waive their conversion rights with respect to the underwriter founder shares they hold.

We may require public shareholders, whether they

are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent

or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal

At Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with

the proposal to approve the business combination.

We may require public shareholders, whether they are

a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent

or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s Deposit/Withdrawal At Custodian

System (the “DWAC System”), at the holder’s option, in each case prior to a date set forth in the proxy materials sent

in connection with the proposal to approve the Business Combination.

There is a nominal cost associated with the above-referenced delivery

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However, we cannot assure you of this fact.

Please see the risk factor titled “ In

connection with any shareholder meeting called to approve a proposed initial business combination, we may require shareholders who wish

to convert their shares in connection with a proposed business combination to comply with specific requirements for conversion that may

make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights ” for further

information on the risks of failing to comply with these requirements.

Please see the section titled “Item 1A.

Risk Factors — Risks Associated with Our Business — In connection with any shareholder meeting called to approve a proposed

initial Business Combination, we may require shareholders who wish to convert their shares in connection with a proposed Business Combination

to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior

to the deadline for exercising their rights ” for further information on the risks of failing to comply with these requirements.

Any request to convert such shares once made,

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approval of our initial Business Combination and we do not conduct conversions in connection with our initial Business Combination pursuant

to the tender offer rules, our amended and restated memorandum and articles of association provides 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 conversion rights with respect to more than an

aggregate of 15% of the shares sold in the initial public offering, which we refer to as the “Excess Shares.” We believe this

restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their

ability to exercise their conversion rights against a proposed business combination as a means to force us or our management to purchase

their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public

shareholder holding more than an aggregate of 15% of the shares sold in the initial public offering could threaten to exercise its conversion

rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on

other undesirable terms.

By limiting our shareholders’ ability to convert no more than 15% of the shares sold in the initial public

offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block

our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires

as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

to the tender offer rules, our Charter provides 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 conversion rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public

Offering, which we refer to as the “Excess Shares.” We believe this restriction will discourage shareholders from accumulating

large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their conversion rights against a proposed

Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market

price or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold

in the Initial Public Offering could threaten to exercise its conversion rights if such holder’s shares are not purchased by us

or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders’

ability to convert no more than 15% of the shares sold in the Initial Public Offering without our prior consent, we believe we will limit

the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial Business Combination,

particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth

or a certain amount of cash.

However, we would not be restricting our shareholders’ ability to vote all of their shares (including

Excess Shares) for or against our initial Business Combination.

Liquidation if No Business Combination

Our amended and restated memorandum and articles

of association provides that we will have until March 8, 2023 to complete an initial business combination.

If we have not completed an

initial business combination by such date, we 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 outstanding public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to

us but net of taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish 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 our remaining shareholders

and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Cayman

Islands law to provide for claims of creditors and the requirements of other applicable law.

Our Charter provides that we will have until the

Extended Date to complete an initial Business Combination.

If we have not completed an initial Business Combination by such date, we 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 outstanding public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including any interest not previously released to us but net of taxes payable, divided by

the number of then outstanding public shares, which redemption will completely extinguish 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 our remaining shareholders and our board of directors, dissolve and liquidate,

subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

Our sponsor, initial shareholders, officers and

directors have agreed that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to

modify the substance or timing of our obligations with respect to conversion rights as described in this Annual Report or (B) with

respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide

our public shareholders with the opportunity to convert their public shares upon such approval at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the trust account, including interest not previously released to us but net of taxes

payable, divided by the number of then outstanding public shares.

This conversion right shall apply in the event of the approval of any

such amendment, whether proposed by our sponsor, initial shareholders, executive officers, directors or any other person.

directors have agreed that they will not propose any amendment to Charter (A) to modify the substance or timing of our obligations

with respect to conversion rights as described in this Annual Report or (B) with respect to any other provision relating to shareholders’

rights or pre-initial Business Combination activity, unless we provide our public shareholders with the opportunity to convert their

public shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust

account, including interest not previously released to us but net of taxes payable, divided by the number of then outstanding public shares.

This conversion right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, initial shareholders,

executive officers, directors or any other person.

We are required to seek to have all third parties

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shareholders seek to have us convert or purchase their respective shares upon a Business Combination which is actually completed by us

or upon certain amendments to our amended and restated memorandum and articles of association prior to consummating an initial business

In no other circumstances shall a shareholder have any right or interest of any kind to or in the trust account.

or upon certain amendments to our Charter prior to consummating an initial Business Combination.

In no other circumstances shall a shareholder

have any right or interest of any kind to or in the trust account.

If we are forced to file a winding-up petition

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Furthermore, because

we intend to distribute the proceeds held in the trust account to our public shareholders promptly after March 8, 2023, this may be viewed

or interpreted as giving preference to our public shareholders over any potential creditors with respect to access to or distributions

we intend to distribute the proceeds held in the trust account to our public shareholders promptly after the Extended Date, this may be

viewed or interpreted as giving preference to our public shareholders over any potential creditors with respect to access to or distributions

from our assets.

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We cannot assure you that claims will not be brought against us for these reasons.

Amended and Restated Memorandum and Articles

of Association

Our amended and restated memorandum and articles

of association contain certain requirements and restrictions relating to the initial public offering that will apply to us until the consummation

of our initial business combination.

Our Charter contains certain requirements and

restrictions relating to the Initial Public Offering that will apply to us until the consummation of our initial Business Combination.

These provisions cannot be amended without the approval of a majority of our shareholders.

seek to amend any provisions of our amended and restated memorandum and articles of association (A) to modify the substance or timing

of our obligations with respect to conversion rights as described in this Annual Report or (B) with respect to any other provision

relating to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with

the opportunity to convert their public shares upon the approval of any such amendment at a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the trust account, including interest not previously released to us but net of taxes payable,

divided by the number of then outstanding public shares.

This conversion right shall apply in the event of the approval of any such amendment,

whether proposed by our sponsor, initial shareholders, executive officers, directors or any other person.

Our sponsor, initial shareholders,

officers and directors have agreed to waive any conversion rights with respect to any founder shares, private shares and any public shares

they may hold in connection with any vote to amend our amended and restated memorandum and articles of association.

Specifically, our

amended and restated memorandum and articles of association provides, among other things, that:

● we shall either (1) seek shareholder approval of our

initial business combination at a meeting called for such purpose at which shareholders may seek to convert their shares, regardless

of whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate

amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell

their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata

share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described

● we will consummate our initial business combination only if

we have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of such business combination and,

if we seek shareholder approval, a majority of the outstanding ordinary shares are voted in favor of the business combination;

● if our initial business combination is not consummated by

March 8, 2023, then we will redeem all of the outstanding public shares and thereafter liquidate and dissolve our company;

● upon the consummation of the initial public offering, $176 million

shall be placed into the trust account;

● we may not consummate any other business combination, merger,

share exchange, asset acquisition, share purchase, reorganization or similar transaction prior to our initial business combination;

● prior to our initial business combination, we may not issue

additional shares that participate in any manner in the proceeds of the trust account, or that votes as a class with the ordinary shares

sold in the initial public offering on an initial business combination.

If we seek to amend any provisions of our Charter

(A) to modify the substance or timing of our obligations with respect to conversion rights as described in this Annual Report or

(B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity,

we will provide our public shareholders with the opportunity to convert their public shares upon the approval of any such amendment at

a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously

released to us but net of taxes payable, divided by the number of then outstanding public shares.

This conversion right shall apply in

the event of the approval of any such amendment, whether proposed by our sponsor, initial shareholders, executive officers, directors

or any other person.

Our sponsor, initial shareholders, officers and directors have agreed to waive any conversion rights with respect

to any founder shares, private shares and any public shares they may hold in connection with any vote to amend our Charter.

Specifically,

our Charter provides, among other things, that:

we shall either (1) seek shareholder approval of our initial Business Combination at a meeting called for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business Combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein;

we will consummate our initial Business Combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of such Business Combination and, if we seek shareholder approval, a majority of the outstanding ordinary shares are voted in favor of the Business Combination;

if our initial Business Combination is not consummated by the Extended Date, then we will redeem all of the outstanding public shares and thereafter liquidate and dissolve our company;

upon the consummation of the Initial Public Offering, $176 million shall be placed into the trust account;

we may not consummate any other Business Combination, merger, share exchange, asset acquisition, share purchase, reorganization or similar transaction prior to our initial Business Combination;

prior to our initial Business Combination, we may not issue additional shares that participate in any manner in the proceeds of the trust account, or that votes as a class with the ordinary shares sold in the Initial Public Offering on an initial Business Combination.

Corporate Information

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on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following

Additionally, we are a “smaller reporting company” as defined

in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations,

including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until

the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million

as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed

fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s

second fiscal quarter.

Additionally, we are a “smaller reporting

company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller

reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds

$250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million

during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as

of the end of that year’s second fiscal quarter.

In identifying, evaluating and selecting a target

business, we may encounter intense competition from other entities having a business objective similar to ours.

Many of these entities

are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.

of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited

when contrasted with those of many of these competitors.

While we believe there may be numerous potential target businesses that we could

acquire with the net proceeds of the initial public offering, our ability to compete in acquiring certain sizable target businesses may

be limited by our available financial resources.

business, we have in the past and, if the proposed Business Combination with Borealis is not completed, may in the future encounter intense

competition from other entities having a business objective similar to ours.

Many of these entities are well established and have extensive

experience identifying and effecting Business Combinations directly or through affiliates.

Many of these competitors possess greater technical,

human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of the Initial Public Offering,

our ability to compete in acquiring certain sizable target businesses may be limited by our available financial resources.

The following also may not be viewed favorably

by certain target businesses:

● our obligation to seek shareholder approval of a business

combination or engage in a tender offer may delay the completion of a transaction;

● our obligation to convert or repurchase Class A ordinary

shares held by our public shareholders may reduce the resources available to us for a business combination;

● our outstanding warrants and unit purchase options, and the

potential future dilution they represent.

our obligation to seek shareholder approval of a Business Combination or engage in a tender offer may delay the completion of a transaction;

our obligation to convert or repurchase Class A ordinary shares held by our public shareholders may reduce the resources available to us for a Business Combination;

our outstanding warrants and unit purchase options, and the potential future dilution they represent.

Any of these factors may place us at a competitive

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We have two executive officers.

These individuals

are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary

to our affairs.

The amount of time they will devote in any time period will vary based on whether a target business has been selected

for the business combination and the stage of the business combination process the company is in.

Accordingly, once a suitable target

business to acquire has been located, management may spend more time investigating such target business and negotiating and processing

the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business.

We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business.

not intend to have any full- time employees prior to the consummation of a business combination.

individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they

deem necessary to our affairs.

The amount of time they will devote in any time period will vary based on whether a target business

(such as Borealis)has been selected for the Business Combination and the stage of the Business Combination process the company is

Accordingly, once a suitable target business to acquire (such as Borealis) has been located, management may spend more time

investigating such target business and negotiating and processing the Business Combination (and consequently spend more time on our

affairs) than had been spent prior to locating a suitable target business.

We presently expect our executive officers to devote such

amount of time as they reasonably believe is necessary to our business.

We do not intend to have any full- time employees prior to

the consummation of a Business Combination.

Periodic Reporting and Audited Financial Statements

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RISKS FACTORS SUMMARY

An investment in our securities involves a high

degree of risk.

The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors,”

alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating

An investment in our securities

involves a high degree of risk.

The occurrence of one or more of the events or circumstances described in the section entitled “Risk

Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition

and operating results.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

include, but are not limited to, the following:

● We may not be able to complete our initial business combination

before March 8, 2023, in which case we would cease all operations except for the purpose of winding up, and we would redeem our public

shares for a pro rata portion of the funds in the trust account, and we would liquidate.

Such risks include, but are not limited to, the following:

We may not be able to complete our initial Business Combination before the Extended Date, in which case we would cease all operations except for the purpose of winding up, and we would redeem our public shares for a pro rata portion of the funds in the trust account, and we would liquidate.

In such event, our warrants would expire worthless.

● Your only opportunity to affect the investment decision regarding

a potential business combination may be limited to the exercise of your right to convert your shares to cash.

● Our initial shareholders control a substantial interest in

us and thus may influence certain actions requiring a shareholder vote.

● We may not obtain a fairness opinion with respect to the target

business that we seek to acquire and therefore you may be relying solely on the judgment of our board of directors in approving a proposed

business combination.

● We may issue additional shares or debt securities to complete

a business combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership.

● We may be unable to obtain additional financing, if required,

to complete a business combination or to fund the operations and growth of the target business.

● Resources could be wasted in researching acquisitions that

are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

● Our search for a business combination, and any target business

with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19)

pandemic and other events, and the status of debt and equity markets.

● We may have a limited ability to assess the management of

a prospective target business and, as a result, may effect our initial business combination with a target business whose management may

not have the skills, qualifications or abilities to manage a public company.

● If we consummate a business combination with a target company

with assets located in the CIS or other country in South and South-East Asia and MENA regions, our results of

operations and prospects could be subject to the economic, political, and legal policies, developments, and conditions in the country

in which we operate.

Further, the laws applicable to such company will likely govern all of our material agreements and we may not be

able to enforce our legal rights.

● There may be tax consequences to our business combination

that may adversely affect us.

● Our officers and directors presently have fiduciary or contractual

obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

● Our officers and directors may have interests in a potential

business combination that are different than yours, which may create conflicts of interest.

● Nasdaq may delist our securities from trading on its exchange,

which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

● We may amend the terms of the warrants in a manner that may

be adverse to holders of public warrants with the approval by a majority of the then outstanding public warrants.

● We may redeem your unexpired warrants prior to their exercise

at a time that is disadvantageous to you, thereby making your warrants worthless.

● If third parties bring claims against us, and if our directors

decide not to enforce the indemnification obligations of our sponsor, or if our sponsor does not have the funds to indemnify us, the

proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than

$10.20 per share.

● Provisions in our amended and restated memorandum and articles

of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ordinary

shares and could entrench management.

● Our shareholders may be held liable for claims by third parties

against us to the extent of distributions received by them upon redemption of their shares.

● We may not hold an annual meeting of shareholders until after

the consummation of our initial business combination.

● We are a newly formed company with no operating history, and,

accordingly, you have no basis on which to evaluate our ability to achieve our business objective.

● If we are deemed to be an investment company under the Investment

Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make

it difficult for us to complete our initial business combination.

● We are an emerging growth company and smaller reporting company

within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging

growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance

with other public companies.

● Cyber incidents or attacks directed at us could result in

information theft, data corruption, operational disruption and/or financial loss.

Your only opportunity to affect the investment decision regarding a potential Business Combination may be limited to the exercise of your right to convert your shares to cash.

Our initial shareholders control a substantial interest in us and thus may influence certain actions requiring a shareholder vote.

We may not obtain a fairness opinion with respect to the target business that we seek to acquire and therefore you may be relying solely on the judgment of our board of directors in approving a proposed Business Combination.

We may issue additional shares or debt securities to complete a Business Combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership.

We may be unable to obtain additional financing, if required, to complete a Business Combination or to fund the operations and growth of the target business.

Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

Our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic and other events, and the status of debt and equity markets.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

If we consummate a Business Combination with a target company with assets located in the CIS or other country in South and South-East Asia and MENA regions, our results of operations and prospects could be subject to the economic, political, and legal policies, developments, and conditions in the country in which we operate.

Further, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.

There may be tax consequences to our Business Combination that may adversely affect us.

Our officers and directors presently have fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers and directors may have interests in a potential Business Combination that are different than yours, which may create conflicts of interest.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by a majority of the then outstanding public warrants.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

If third parties bring claims against us, and if our directors decide not to enforce the indemnification obligations of our sponsor, or if our sponsor does not have the funds to indemnify us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share.

Provisions in our Charter may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ordinary shares and could entrench management.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

We may not hold an annual meeting of shareholders until after the consummation of our initial Business Combination.

We are a newly formed company with no operating history, and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

We are an emerging growth company and smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business