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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-31 · 435 added, 426 removed, 818 unchanged (51% of the section changed)

This Annual Report contains forward-looking

information based on our current expectations.

You should carefully consider the risks and uncertainties described below together with

all of the other information contained in this Annual Report, including our financial statements and the related notes appearing at the

end of this Annual Report, before deciding whether to invest in our units.

If any of the following events occur, our business, financial

condition and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline,

and you could lose all or part of your investment.

This Annual Report contains forward-looking information

based on our current expectations.

You should carefully consider the risks and uncertainties described below together with all of the

other information contained in this Annual Report, including our financial statements and the related notes appearing at the end of this

Annual Report, before deciding whether to invest in our units.

If any of the following events occur, our business, financial condition

and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline, and you

could lose all or part of your investment.

For risk factors related to Borealis and our Proposed Transaction, please review the Registration

Statement on Form S-4 to be filed with the SEC, including the preliminary proxy statement/prospectus of Oxus to be included therein, and

the definitive proxy statement/prospectus to be filed by Oxus.

Risks Associated with Our Business

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history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.

We are a newly formed company with no operating

results to date.

We are a newly formed company with no operating results

Since we do not have an operating history, you will have no basis upon which to evaluate our ability to achieve our business

objective, which is to acquire an operating business.

We have not conducted any substantive discussions and we have no plans, arrangements

or understandings with any prospective acquisition candidates.

We will not generate any revenues until, at the earliest, after the consummation

of a business combination.

of a Business Combination, such as the consummation of the proposed Business Combination with Borealis.

If we are unable to consummate a Business

combination, our public shareholders may be forced to wait until after March 8, 2023 before receiving distributions from the trust account.

We have until March 8, 2023 to complete a business

We have no obligation to return funds to investors prior to such date unless we consummate a business combination prior thereto

and only then in cases where investors have sought to convert or sell their shares to us.

Only after the expiration of this full time

period will public security holders be entitled to distributions from the trust account if we are unable to complete a business combination.

Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate your investment, public security

holders may be forced to sell their public shares or warrants, potentially at a loss.

Combination, our public shareholders may be forced to wait until after the Extended Date before receiving distributions from the trust

We have until the Extended Date to complete a

Business Combination.

We have no obligation to return funds to investors prior to such date unless we consummate a Business Combination

prior thereto and only then in cases where investors have sought to convert or sell their shares to us.

Only after the expiration of this

full time period will public security holders be entitled to distributions from the trust account if we are unable to complete a Business

Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate your investment, public

security holders may be forced to sell their public shares or warrants, potentially at a loss.

Our public shareholders may not be afforded

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and likely present other risks.

Our amended and restated memorandum and articles

of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B

ordinary shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001 per share.

As of December 31, 2021, there

are 482,450,000 and 45,687,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available

for issuance, which amount takes into account the Class A ordinary shares reserved for issuance upon exercise of outstanding warrants

but not the Class A ordinary shares issuable upon conversion of Class B ordinary shares.

As of December 31, 2021, there are

no preferred shares issued and outstanding.

Class B ordinary shares are convertible into Class A ordinary shares initially at

a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A

ordinary shares or equity-linked securities related to our initial business combination.

Class B ordinary shares are also convertible

at the option of the holder at any time.

Our Charter authorizes the issuance of up to 500,000,000 Class A

ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000

preferred shares, par value $0.0001 per share.

As of March 24, 2023, there are 497,750,532 and 45,687,500 authorized

but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into

account the Class A ordinary shares reserved for issuance upon exercise of outstanding warrants but not the Class A ordinary

shares issuable upon conversion of Class B ordinary shares.

As of March 1, 2023, there are no preferred shares issued and outstanding.

Class B ordinary shares are convertible into Class A ordinary shares initially at a one-for-one ratio but subject to adjustment

as set forth herein, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities

related to our initial Business Combination.

Class B ordinary shares are also convertible at the option of the holder at any time.

We may issue a substantial number of additional

Class A ordinary shares or preferred shares to complete our initial Business Combination or under an employee incentive plan after

completion of our initial business combination (although our amended and restated memorandum and articles of association provides that

we may not issue securities that can vote with ordinary shareholders on matters related to our pre-initial business combination activity).

We may also issue Class A ordinary shares to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio

greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained

in our amended and restated memorandum and articles of association.

However, our amended and restated memorandum and articles of association

provides, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares

that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum

and articles of association, may be amended with the approval of our shareholders.

However, our sponsor, initial shareholders, officers

and directors have agreed, pursuant to a written agreement with us, 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 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

completion of our initial Business Combination (although our Charter provides that we may not issue securities that can vote with ordinary

shareholders on matters related to our pre-initial Business Combination activity).

We may also issue Class A ordinary shares

to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our

initial Business Combination as a result of the anti-dilution provisions contained in our Charter.

However, our Charter provides,

among other things, that prior to or in connection with our initial Business Combination, we may not issue additional shares that would

entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial Business Combination.

provisions of our Charter, like all provisions of our Charter, may be amended with the approval of our shareholders.

However, our sponsor,

initial shareholders, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment

to 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, unless we provide our public shareholders with the opportunity to convert their public shares upon 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 (which

interest shall be net of taxes payable), divided by the number of then outstanding public shares.

The issuance of additional Class A ordinary

shares or preferred shares:

● may significantly dilute the equity interest of investors

in the initial public offering;

● may subordinate the rights of holders of ordinary shares

if preferred shares are issued with rights senior to those afforded our ordinary shares;

● could cause a change of control if a substantial number of

our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any,

and could result in the resignation or removal of our present officers and directors;

● may adversely affect prevailing market prices for our units,

Class A ordinary shares and/or warrants.

may significantly dilute the equity interest of investors in the Initial Public Offering;

may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;

could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

Similarly, if we issue debt securities, it

could result in:

● default and foreclosure on our assets if our operating revenues

after a business combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness

even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial

ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest,

if any, if the debt security is payable on demand;

● our inability to obtain necessary additional financing if

the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

default and foreclosure on our assets if our operating revenues after a Business Combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

If we incur indebtedness, our lenders will not

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If the net proceeds of the Initial Public

offering not being held in trust are insufficient to allow us to operate until March 8, 2023, we may be unable to complete a business

Offering not being held in trust are insufficient to allow us to operate until the Extended Date, we may be unable to complete a Business

Of the net proceeds of the Initial Public Offering,

only approximately $1,750,000 will be available to us initially outside the trust account to fund our working capital requirements.

believe that, upon closing of the initial public offering, such funds will be sufficient to allow us to operate until March 8, 2023;

we cannot assure you that our estimate is accurate.

Accordingly, if we use all of the funds held outside of the trust account, we may

not have sufficient funds available with which to structure, negotiate or close an initial business combination.

In such event, we would

need to borrow funds from our sponsor, initial shareholders, officers or directors or their affiliates to operate or may be forced to

Our sponsor, initial shareholders, officers, directors and their affiliates may, but are not obligated to, loan us on a non-interest bearing

basis funds, from time to time or at any time, in whatever amount that they deem reasonable in their sole discretion for our working capital

believe that, upon closing of the Initial Public Offering, such funds will be sufficient to allow us to operate until the Extended Date;

however, we cannot assure you that our estimate is accurate.

Accordingly, if we use all of the funds held outside of the trust account,

we may not have sufficient funds available with which to structure, negotiate or close an initial Business Combination.

In such event,

we would need to borrow funds from our sponsor, initial shareholders, officers or directors or their affiliates to operate or may be forced

to liquidate.

Our sponsor, initial shareholders, officers, directors and their affiliates may, but are not obligated to, loan us on a

non-interest bearing basis funds, from time to time or at any time, in whatever amount that they deem reasonable in their sole discretion

for our working capital needs.

Each loan would be evidenced by a promissory note.

The notes would either be paid upon consummation of our initial business combination,

without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted into warrants at a price of $1.00 per

If third parties bring claims against us,

the proceeds held in trust could be reduced and the per-share redemption price received by shareholders may be less than $10.20.

The notes would either be paid upon consummation of

our initial Business Combination, without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted into

warrants at a price of $1.00 per warrant.

If third parties bring claims against us, the proceeds held in trust

could be reduced and the per-share redemption price received by shareholders may be less than $10.20.

Our placing of funds in trust may not protect

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claims by third parties against us to the extent of distributions received by them.

Our amended and restated memorandum and articles

of association provides that we will continue in existence only until March 8, 2023.

If we have not completed a 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.

We cannot assure you that we will properly assess all claims that

may be potentially brought against us.

As such, our shareholders could potentially be liable for any claims to the extent of distributions

received by them (but no more) and any liability of our shareholders may extend well beyond the third anniversary of the date of distribution.

Accordingly, we cannot assure you that third parties will not seek to recover from our shareholders amounts owed to them by us.

Our Charter provides that we will continue in

existence only until the Extended Date.

If we have not completed a 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.

We cannot assure you that we will properly assess all claims that may be potentially brought against us.

our shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability

of our shareholders may extend well beyond the third anniversary of the date of distribution.

Accordingly, we cannot assure you that third

parties will not seek to recover from our shareholders amounts owed to them by us.

If we are forced to file a bankruptcy case or

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against us for these reasons.

The securities in which we invest 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 $10.20 per share.

The proceeds held in the trust account will be

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, 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 we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum

and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust

account, plus any interest income, net of taxes payable.

Negative interest rates 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 $10.20 per share.

Our directors may decide not to enforce

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make it more difficult for us to consummate an initial Business Combination.

● we issue additional Class A ordinary shares or equity-linked securities

for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than

$9.20 per share of Class A ordinary shares,

● the aggregate gross proceeds from such issuances represent

more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the

date of the consummation of our initial business combination (net of redemptions), and

● the Market Value is below $9.20 per share,

we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at a Newly Issued Price of less than $9.20 per share of Class A ordinary shares,

the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and

the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (the “Market Value”) is below $9.20 per share,

then the exercise price of the warrants will be

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Combination with a target business.

Since we have not yet selected a particular

industry or target business with which to complete a business combination, we are unable to currently ascertain the merits or risks of

the industry or business in which we may ultimately operate.

We may pursue an acquisition opportunity in any

business industry or sector we choose.

Accordingly, there is no current basis for you to evaluate the possible merits or risks of the

particular industry in which we may ultimately operate or the target business which we may ultimately acquire.

To the extent we complete

a business combination with a financially unstable company or an entity in its development stage, we may be affected by numerous risks

inherent in the business operations of those entities.

If we complete a business combination with an entity in an industry characterized

by a high level of risk, we may be affected by the currently unascertainable risks of that industry.

Although our management will endeavor

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

all of the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately prove to be less favorable

to investors in the initial public offering than a direct investment, if an opportunity were available, in a target business.

Our ability to successfully effect a Business

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reduced liquidity with respect to our securities;

● a determination that our Class A ordinary shares are

“penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules, possibly

resulting in a reduced level of trading activity in the secondary trading market for our Class A ordinary shares;

a determination that our Class A ordinary shares are “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our Class A ordinary shares;

a limited amount of news and analyst coverage for our company;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

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

The National Securities Markets Improvement Act

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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 without our prior consent, which we refer to as the “Excess Shares.” 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.

Your inability to convert the Excess Shares will reduce your influence over our ability to complete our initial

business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive conversion distributions with respect to the Excess Shares if we complete our initial business combination.

As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required

to sell your shares in open market transactions, potentially at a loss.

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 without

our prior consent, which we refer to as the “Excess Shares.” 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.

Your inability to convert

the Excess Shares will reduce your influence over our ability to complete our initial Business Combination and you could suffer a material

loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive conversion distributions

with respect to the Excess Shares if we complete our initial Business Combination.

As a result, you will continue to hold that number

of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially

We are an emerging growth company within

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have a limited number of products or services.

It is likely we will consummate a business combination

with a single target business, although we have the ability to simultaneously acquire several target businesses.

By consummating a business

combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike

other entities which may have the resources to complete several business combinations in different industries or different areas of a

single industry.

It is likely we will consummate a Business Combination with a single

target business, such as Borealis, although we have the ability to simultaneously acquire several target businesses.

By consummating a

Business Combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory

developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting

of losses, unlike other entities which may have the resources to complete several Business Combinations in different industries or different

areas of a single industry.

Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business,

● dependent upon the development or market acceptance of a

single or limited number of products, processes or services.

solely dependent upon the performance of a single business, or

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to

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their conversion rights prior to the deadline for exercising their rights.

In connection with any shareholder meeting called

to approve a proposed initial business combination, each public shareholder will have the right, regardless of whether he is voting for

or against such proposed business combination or does not vote at all, to demand that we convert his shares into a pro rata share of the

trust account as of two business days prior to the consummation of the initial business combination.

We may require public shareholders

who wish to convert their shares in connection with a proposed business combination to either (i) tender their certificates to our

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

(Deposit/Withdrawal At Custodian) System, at the holders’ option, in each case prior to a date set forth in the tender offer documents

or proxy materials sent in connection with the proposal to approve the business combination.

In order to obtain a physical share certificate,

a shareholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request.

understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.

because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain

a physical share certificate.

While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot

assure you of this fact.

Accordingly, if it takes longer than we anticipate for shareholders to deliver their shares, shareholders who

wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares.

In connection with any shareholder meeting called to approve a proposed

initial Business Combination, each public shareholder will have the right, regardless of whether he is voting for or against such proposed

Business Combination or does not vote at all, to demand that we convert his shares into a pro rata share of the trust account as of two

business days prior to the consummation of the initial Business Combination.

We may require public shareholders who wish to convert their

shares in connection with a proposed Business Combination to either (i) tender their certificates to our transfer agent or (ii) deliver

their shares to the transfer agent electronically using the Depository Trust Company’s (“DTC”) DWAC System, at the holders’

option, in each case prior to a date set forth in the tender offer documents or proxy materials sent in connection with the proposal to

approve the Business Combination.

In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker,

DTC and our transfer agent will need to act to facilitate this request.

It is our understanding that shareholders should generally allot

at least two weeks to obtain physical certificates from the transfer agent.

However, because we do not have any control over this process

or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate.

While we have been

advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact.

Accordingly, if it takes

longer than we anticipate for shareholders to deliver their shares, shareholders who wish to convert may be unable to meet the deadline

for exercising their conversion rights and thus may be unable to convert their shares.

If, in connection with any shareholder meeting

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restructure or abandon a particular Business Combination.

Although we believe that the net proceeds of the

initial public offering, together with interest earned on the funds held in the trust account available to us, will be sufficient to allow

us to consummate a business combination, because we have not yet identified any prospective target business, we cannot ascertain the capital

requirements for any particular transaction.

If the net proceeds of the initial public offering prove to be insufficient, either because

of the size of the business combination, the depletion of the available net proceeds in search of a target business, or the obligation

to convert into cash a significant number of shares from dissenting shareholders, we will be required to seek additional financing.

financing may not be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed

to consummate a particular business combination, we would be compelled to either restructure the transaction or abandon that particular

business combination and seek an alternative target business candidate.

In addition, if we consummate a business combination, we may require

additional financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a

material adverse effect on the continued development or growth of the target business.

None of our sponsor, officers, directors or shareholders

is required to provide any financing to us in connection with or after a business combination.

Although we believe that the net proceeds of the Initial Public Offering,

together with interest earned on the funds held in the trust account available to us, will be sufficient to allow us to consummate a Business

Combination, we cannot ascertain the capital requirements for any particular transaction, including the proposed Business Combination

with Borealis.

If the net proceeds of the Initial Public Offering prove to be insufficient, either because of the size of the Business

Combination, the depletion of the available net proceeds in search of a target business, or the obligation to convert into cash a significant

number of shares from dissenting shareholders, we will be required to seek additional financing.

Such financing may not be available on

acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed to consummate a particular Business

Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative

target business candidate.

In addition, if we consummate a Business Combination, we may require additional financing to fund the operations

or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development

or growth of the target business.

None of our sponsor, officers, directors or shareholders is required to provide any financing to us

in connection with or after a Business Combination.

Our initial shareholders control a substantial

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

Our initial shareholders own approximately 20%

of our issued and outstanding shares of ordinary shares (without taking into account underwriter founder shares and assuming our initial

shareholders do not purchase any units in the initial public offering).

None of our sponsor, officers, directors, initial shareholders

or their affiliates has indicated any intention to purchase units in the initial public offering or any units or ordinary shares from

persons in the open market or in private transactions.

However, our sponsor, officers, directors, initial shareholders or their affiliates

could determine in the future to make such purchases in the open market or in private transactions, to the extent permitted by law, in

order to influence the vote or magnitude of the number of shareholders seeking to tender their shares to us.

In connection with any vote

for a proposed business combination, our initial shareholders, including our sponsor, as well as all of our officers and directors, have

agreed to vote the ordinary shares owned by them immediately before the initial public offering as well as any Class A ordinary shares

acquired in the initial public offering or in the aftermarket in favor of such proposed business combination.

Our initial shareholders own approximately 65.7% of our issued and

outstanding shares of ordinary shares (without taking into account underwriter founder shares and assuming our initial shareholders do

not purchase any units in the Initial Public Offering).

None of our sponsor, officers, directors, initial shareholders or their affiliates

has indicated any intention to purchase units in the Initial Public Offering or any units or ordinary shares from persons in the open

market or in private transactions.

However, our sponsor, officers, directors, initial shareholders or their affiliates could determine

in the future to make such purchases in the open market or in private transactions, to the extent permitted by law, in order to influence

the vote or magnitude of the number of shareholders seeking to tender their shares to us.

In connection with any vote for a proposed Business

Combination, our initial shareholders, including our sponsor, as well as all of our officers and directors, have agreed to vote the ordinary

shares owned by them immediately before the Initial Public Offering as well as any Class A ordinary shares acquired in the Initial

Public Offering or in the aftermarket in favor of such proposed Business Combination.

Our board of directors is and will be divided

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Combination, in which case all of the current directors will continue in office until at least the consummation of the Business Combination.

Accordingly, you may not be able to exercise your voting rights under corporate law up to until March 8, 2023.

If there is an annual meeting,

as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election

and our sponsor, because of their ownership position, will have considerable influence regarding the outcome.

Accordingly, our initial

shareholders will continue to exert control at least until the consummation of a business combination.

Accordingly, you may not be able to exercise your voting rights under corporate law up to until the Extended Date.

If there is an annual

meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered

for election and our sponsor, because of their ownership position, will have considerable influence regarding the outcome.

our initial shareholders will continue to exert control at least until the consummation of a Business Combination.

Our initial shareholders paid an aggregate

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If we are deemed to be an investment company

we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for

us to complete a business combination.

A company that, among other things, is or holds

itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, trading or

holding certain types of securities would be deemed an investment company under the Investment Company Act, as amended, or the Investment

Since we will invest the proceeds held in the trust account, it is possible that we could be deemed an investment company.

Notwithstanding the foregoing, we do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in trust may be invested by the trustee only in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market

funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would

be severely restricted and, as a result, we may abandon our efforts to consummate an initial Business Combination and liquidate.

On March 30, 2022, the SEC issued proposed rules

relating to certain activities of special purpose acquisition companies (“SPACs”) (the “SPAC Rule Proposals”),

relating to, among other things, circumstances in which SPACs could potentially be subject to the Investment Company Act and the regulations

The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company”

under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period

to announce and complete a de-SPAC transaction.

Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a

company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial Business

Combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO

Registration Statement”).

The company would then be required to complete its initial Business Combination no later than 24 months

after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability

of the Investment Company Act to a SPAC.

It is possible that a claim could be made that we have been operating as an unregistered investment

This risk may be increased if we continue to hold the funds in the trust account in short-term U.S.

government treasury obligations

By restricting the investment of the proceeds to these instruments, we intend to meet the requirements

for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act.

If we are nevertheless deemed to be an investment

company under the Investment Company Act, we may be subject to certain restrictions that may make it more difficult for us to complete

a business combination, including:

● restrictions on the nature of our investments;

● restrictions on the issuance of securities.

In addition, we may have imposed upon us certain

burdensome requirements, including:

● registration as an investment company;

● adoption of a specific form of corporate structure;

● reporting, record keeping, voting, proxy, compliance policies

and procedures and disclosure requirements and other rules and regulations.

Compliance with these additional regulatory burdens

would require additional expense for which we have not allotted.

or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the

trust account and hold the funds in the trust account in cash.

If we are deemed to be an investment company under

the Investment Company Act, our activities would be severely restricted.

In addition, we would be subject to burdensome compliance requirements.

We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act.

However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act,

we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.

As a result, unless we are able

to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial

Business Combination and instead to liquidate.

If we are required to liquidate, our stockholders would not be able to realize the benefits

of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following

such a transaction, and our warrants would expire worthless.

If we instruct the trustee to liquidate

the securities held in the trust account and instead to hold the funds in the trust account in cash in order to seek to mitigate the risk

that we could be deemed to be an investment company for purposes of the Investment Company Act, we would likely receive minimal interest,

if any, on the funds held in the trust account, which would reduce the dollar amount the public shareholders would receive upon any redemption

or liquidation of the Company.

The funds in the trust

account have, since our Initial Public Offering, been held only in U.S.

government treasury obligations with a maturity of 185 days

or less or in money market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7 under the

Investment Company Act.

However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the

subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company

Act, we may, at any time, instruct the trustee with respect to the trust account to liquidate the U.S.

government treasury obligations

or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation

of an initial Business Combination or liquidation of the Company.

Following such liquidation of the securities held in the trust account,

we would likely receive minimal interest, if any, on the funds held in the trust account.

However, interest previously earned on the funds

held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted.

any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would

reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.

As of the date of this

Annual Report, we have not yet made any such determination to liquidate the securities held in the trust account.

The longer that the funds

in the trust account are held in short-term U.S.

government treasury obligations or in money market funds invested exclusively

in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required

to liquidate the Company.

Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any

time and instead hold all funds in the trust account in cash, which would further reduce the dollar amount the public shareholders would

receive upon any redemption or liquidation of the Company.

As of the date of this proxy statement/prospectus, we are currently holding

the funds in our trust account in money market funds.

If we do not conduct an adequate due diligence

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The requirement that we complete an initial

business combination before March 8, 2023 may give potential target businesses leverage over us in negotiating a business combination.

We have until March 8, 2023 to complete an initial

business combination.

Any potential target business with which we enter into negotiations concerning a business combination will be aware

of this requirement.

Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that

if we do not complete a business combination with that particular target business, we may be unable to complete a business combination

Business Combination before the Extended Date may give potential target businesses leverage over us in negotiating a Business Combination.

We have until the Extended Date to complete an

initial Business Combination.

Any potential target business with which we enter into negotiations concerning a Business Combination will

be aware of this requirement.

Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing

that if we do not complete a Business Combination with that particular target business, we may be unable to complete a Business Combination

with any other target business.

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than such amount in certain circumstances, and our warrants will expire worthless.

Our amended and restated memorandum and articles

of association provides that we must complete our initial business combination by March 8, 2023.

We may not be able to find a suitable

target business and complete our initial business combination within such time period.

Our ability to complete our initial business combination

may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

For example, the coronavirus (COVID-19) pandemic continues to persist both in the U.S.

and globally and, while the extent of the impact

of the COVID-19 pandemic on us will depend on future developments, it could limit our ability to complete our initial business combination,

including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms

acceptable to us or at all.

Additionally, the COVID-19 pandemic and other events (such as terrorist attacks, international unrest,

natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.

Our Charter provides that we must complete our

initial Business Combination by the Extended Date.

We may not be able to find a suitable target business and complete our initial Business

Combination within such time period.

Our ability to complete our initial Business Combination may be negatively impacted by general market

conditions, volatility in the capital and debt markets and the other risks described herein.

For example, the coronavirus (COVID-19) pandemic

continues to persist both in the U.S.

and globally and, while the extent of the impact of the COVID-19 pandemic on us will depend

on future developments, it could limit our ability to complete our initial Business Combination, including as a result of increased market

volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Additionally,

the COVID-19 pandemic and other events (such as terrorist attacks, international unrest, natural disasters or a significant outbreak

of other infectious diseases) may negatively impact businesses we may seek to acquire.

If we have not completed our initial Business

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share on the redemption of their shares.

See “— If third parties bring claims against us, the proceeds held in trust could

be reduced and the per-share redemption price received by shareholders may be less than $10.20” and other risk factors.

See “ITEM 1A.

Risk Factors — Risks Associated with Our Business — If third

parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by shareholders

may be less than $10.20” and other risk factors.

Our search for a Business Combination, and

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(COVID-19) pandemic and the status of debt and equity markets.

The coronavirus (COVID-19) pandemic has resulted,

and other infectious diseases could result, in a widespread health crisis that could adversely affect the economies and financial markets

worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely

Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel,

limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are

unavailable to negotiate and consummate a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn.

extent to which COVID-19 impacts our search for a business combination 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

The COVID-19 pandemic has adversely affected, and

other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect,

the economies and financial markets worldwide, and the business of any potential target business with which we consummate a Business Combination

could be materially and adversely affected.

Furthermore, we may be unable to complete a Business Combination if concerns relating to COVID-19

continue to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors

and services providers are unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts

our search for a Business Combination 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 (including variant mutations of the virus) and the actions to contain

COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue

for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we

ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate a business

combination may be dependent on the ability to raise equity and debt financing, which may be impacted by COVID-19 and other events,

including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms

acceptable to us or at all.

The COVID-19 pandemic may also have the effect

of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our

securities and cross-border transactions.

If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters

or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a Business

Combination, such as the proposed Business Combination with Borealis, or the operations of a target business with which we ultimately

consummate a Business Combination, may be materially adversely affected.

In addition, our ability to consummate a transaction

may be dependent upon its ability to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist

attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility,

decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

We may not obtain a fairness opinion with

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incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

As the number of special purpose acquisition

companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets.

This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate

an initial business combination.

In recent years and especially in the last several

months, the number of special purpose acquisition companies that have been formed has increased substantially, especially in the past

Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and

there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such

companies currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, more

effort and more resources to identify a suitable target and to consummate an initial business combination.

In addition, because there are more special purpose

acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets

with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or

increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.

could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination,

and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

As the number of SPACs evaluating targets

increases, attractive targets may become scarcer and there may be more competition for attractive targets.

This could increase the cost

of our initial Business Combination and could even result in our inability to find a target or to consummate an initial Business Combination.

In recent years, the number of SPACs that have been

formed has increased substantially.

Many potential targets for SPACs have already entered into an initial Business Combination, and there

are still many SPACs seeking targets for their initial Business Combination, as well as many such companies currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify

a suitable target and to consummate an initial Business Combination.

In addition, because there are more SPACs seeking

to enter into an initial Business Combination with available targets, the competition for available targets with attractive fundamentals

or business models may increase, which could cause targets companies to demand improved financial terms.

Attractive deals could also become

scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional

capital needed to close Business Combinations or operate targets post-Business Combination.

This could increase the cost of, delay or

otherwise complicate or frustrate our ability to find and consummate an initial Business Combination, and may result in our inability

to consummate an initial Business Combination on terms favorable to our investors altogether.

Changes in the market for directors and

officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination.

In recent months, the market for directors and

officers liability insurance for special purpose acquisition companies has changed.

The premiums charged for such policies have generally

increased and the terms of such policies have generally become less favorable.

Recently, the market for directors and officers

liability insurance for SPACs has changed.

The premiums charged for such policies have generally increased and the terms of such policies

have generally become less favorable.

There can be no assurance that these trends will not continue.

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the post-Business Combination entity might need to incur greater expense, accept less favorable terms or both.

However, any failure

to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s

ability to attract and retain qualified officers and directors.

However, any failure to

obtain adequate directors and officers liability insurance could have an adverse impact on the post-Business Combination’s ability

to attract and retain qualified officers and directors.

In addition, even after we were to complete an

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alleged to have occurred prior to the initial Business Combination.

As a result, in order to protect our directors and officers, the post-business combination

entity will likely need to purchase additional insurance with respect to any such claims (“run-off insurance”).

for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate

As a result, in order to protect our directors and officers, the post-Business

Combination entity will likely need to purchase additional insurance with respect to any such claims (“run-off insurance”).

The need for run-off insurance would be an added expense for the post-Business Combination entity, and could interfere with or frustrate

our ability to consummate an initial Business Combination on terms favorable to our investors.

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in our reported financial information, which could have a negative effect on the trading price of our Class A ordinary shares.

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 Class A ordinary shares and could entrench management.

Our amended and restated memorandum and articles

of association contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best

Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only

one class of directors being elected in each year.

As a result, at a given annual meeting only a minority of the board of directors may

be considered for election.

Since our “staggered board” may prevent our shareholders from replacing a majority of our board

of directors at any given annual meeting, it may entrench management and discourage unsolicited shareholder proposals that may be in the

best interests of shareholders.

Moreover, our board of directors has the ability to designate the terms of and issue new series of preferred

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 Class A ordinary shares and could

entrench management.

Our Charter contains provisions that may discourage

unsolicited takeover proposals that shareholders may consider to be in their best interests.

Our board of directors is divided into three

classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.

a result, at a given annual meeting only a minority of the board of directors may be considered for election.

Since our “staggered

board” may prevent our shareholders from replacing a majority of our board of directors at any given annual meeting, it may entrench

management and discourage unsolicited shareholder proposals that may be in the best interests of shareholders.

Moreover, our board of

directors has the ability to designate the terms of and issue new series of preferred shares.

Because we must furnish our shareholders

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of such issuances will be to enable us to provide sufficient liquidity to the post-Business Combination entity.

The price of the

shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

The price of the shares

we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

Changes in laws or regulations, or a failure

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and applied, could have a material adverse effect on our business and results of operations.

On March 30, 2022, the SEC issued proposed rules

that would, among other items, impose additional disclosure requirements in Business Combination transactions involving SPACs and private

operating companies;

amend the financial statement requirements applicable to Business Combination transactions involving such companies;

update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection

with proposed Business Combination transactions;

increase the potential liability of certain participants in proposed Business Combination

transactions;

and impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940.

rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our ability

to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

Cyber incidents or attacks directed at us

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It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial

We are currently operating in a period

of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing

We are currently operating in a period of

economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing

military conflict between Russia and Ukraine.

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a Business Outside of the United States

If we effect a business combination with

a company located in CIS or another foreign jurisdiction in South and South-East Asia and MENA regions we would be subject to a variety

of additional risks that may negatively impact our operations.

If we effect a Business Combination with a company

located in CIS or another foreign jurisdiction in South and South-East Asia and MENA regions we would be subject to a variety of

additional risks that may negatively impact our operations.

If we are successful in consummating a Business

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including any of the following:

● rules and regulations or currency conversion or corporate

withholding taxes on individuals;

rules and regulations or currency conversion or corporate withholding taxes on individuals;

tariffs and trade barriers;

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longer payment cycles;

● tax issues, such as tax law changes and variations in tax

laws as compared to the United States;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

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employment regulations;

● public health or safety concerns and governmental restrictions,

including those caused by outbreaks of infectious disease, such as the recent COVID-19 pandemic;

● crime, strikes, riots, civil disturbances, terrorist attacks

and wars, such as recent military action in Ukraine;

● deterioration of political relations with the United States,

which could result in uncertainty and/or changes in or to existing trade treaties.

public health or safety concerns and governmental restrictions, including those caused by outbreaks of infectious disease, such as the recent COVID-19 pandemic;

crime, strikes, riots, civil disturbances, terrorist attacks and wars, such as recent military action in Ukraine;

deterioration of political relations with the United States, which could result in uncertainty and/or changes in or to existing trade treaties.

In particular, if we acquire a target business

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This could be expensive and time-consuming and could lead to various regulatory issues, which may adversely affect our operations.

If we effect a business combination with

a company located outside of the United States, the laws of the country in which such company operates will likely govern many of

our material agreements and we may not be able to enforce our legal rights.

If we effect a Business Combination with a company

located outside of the United States, the laws of the country in which such company operates will likely govern many of the material

agreements relating to its operations.

We cannot assure you that the target business will be able to enforce any of its material agreements

or that remedies will be available in this new jurisdiction.

The system of laws and the enforcement of existing laws in such jurisdiction

may not be certain in implementation and interpretation.

The inability to enforce or obtain a remedy under any of our future agreements

could result in a significant loss of business, business opportunities or capital.

Additionally, if we acquire a company located outside

of the United States, it is likely that substantially all of our assets would be located outside of the United States and some

of our officers and directors might reside outside of the United States.

As a result, it may not be possible for investors in the

United States to enforce their legal rights against or to effect service of process upon our directors or officers or to enforce

judgments of United States courts predicated upon civil liabilities against our directors and officers under federal securities laws.

located outside of the United States, such as Borealis, the laws of the country in which such company operates will likely govern

many of our material agreements and we may not be able to enforce our legal rights.

If we effect a Business Combination with a company

located outside of the United States, such as Borealis, the laws of the country in which such company operates will likely govern

many of the material agreements relating to its operations.

We cannot assure you that the target business will be able to enforce any

of its material agreements or that remedies will be available in this new jurisdiction.

The system of laws and the enforcement of existing

laws in such jurisdiction may not be certain in implementation and interpretation.

The inability to enforce or obtain a remedy under any

of our future agreements could result in a significant loss of business, business opportunities or capital.

Additionally, if we acquire

a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the

United States and some of our officers and directors might reside outside of the United States.

As a result, it may not be possible

for investors in the United States to enforce their legal rights against or to effect service of process upon our directors or officers

or to enforce judgments of United States courts predicated upon civil liabilities against our directors and officers under federal

securities laws.

We may re-incorporate in another jurisdiction

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we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

If we determine to do this, the

laws of such jurisdiction would likely govern all of our material agreements.

The system of laws and the enforcement of existing laws

in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce

or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

Any such reincorporation may subject us to foreign regulations that could materially and adversely affect our business.

For example, as part of our proposed

transaction with Borealis, the Company will domesticate and continue as a corporation existing under the laws of the province of Ontario,

If we determine to do this, the laws of such jurisdiction would likely govern all of our material agreements.

The system of laws

and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business

opportunities or capital.

Any such reincorporation may subject us to foreign regulations that could materially and adversely affect our

After our initial Business Combination,

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It is likely that after our initial Business Combination,

a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of

the United States.

As a result, it may be difficult, or in some cases impossible, for investors in the United States to enforce

their legal rights against or to effect service of process upon all of our directors or officers or to enforce judgments of United States

courts predicated upon civil liabilities under United States laws.

including our proposed transaction with Borealis, a majority of our directors and officers will reside outside of the United States

and all of our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases impossible,

for investors in the United States to enforce their legal rights against or to effect service of process upon all of our directors

or officers or to enforce judgments of United States courts predicated upon civil liabilities under United States laws.

We may migrate to another jurisdiction in

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thereof) that is included in the holding period of a U.S.

holder (as defined in the section of this Annual Report captioned “Taxation

— United States Federal Income Taxation — General”) of our Class A ordinary shares or warrants, the U.S.

be subject to adverse U.S.

holder of our Class A ordinary shares or warrants, the U.S.

holder may be subject

to adverse U.S.

federal income tax consequences and may be subject to additional reporting requirements.

Our PFIC status for

our current and subsequent taxable years may depend upon the status of an acquired company pursuant to a business combination and whether

we qualify for the PFIC start-up exception (see the section of this Annual Report captioned “Taxation — Material U.S.

Federal Income Tax Considerations — U.S.

Holders — Passive Foreign Investment Company Rules”).

The application of the

start-up exception is uncertain, and there can be no assurance that we will qualify for the start-up exception.

there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

PFIC status for any taxable year will not be determinable until after the end of such taxable year.

Moreover, if we determine we are a

PFIC for any taxable year, we will endeavor to provide a U.S.

holder such information as the Internal Revenue Service (“IRS”)

may require, including a PFIC annual information statement in order to enable the U.S.

holder to make and maintain a “qualified

electing fund” election, but there can be no assurance that we will timely provide such required information, and such election

would likely be unavailable with respect to our warrants in all cases.

holders to consult their tax advisors regarding the

possible application of the PFIC rules to holders of our Class A ordinary shares and warrants.

Our PFIC status for our current

and subsequent taxable years may depend upon the status of an acquired company pursuant to a Business Combination and whether we qualify

for the PFIC start-up exception.

The application of the start-up exception is uncertain, and there can be no assurance that

we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as a PFIC for our

current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year will not be determinable until after

the end of such taxable year.

Moreover, if we determine we are a PFIC for any taxable year, we will endeavor to provide a U.S.

such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement in order

to enable the U.S.

holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we

will timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases.

holders to consult their tax advisors regarding the possible application of the PFIC rules to holders of our Class A ordinary

shares and warrants.

We have identified a material weakness in our internal control

over financial reporting as of December 31, 2021 and December 31, 2022 .

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 operating results.

We have identified a material weakness in our

internal control over financial reporting as of December 31, 2021.

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 operating results.

We have identified a material weakness in our internal

controls over financial reporting related to the accounting for our complex financial instruments.

In light of the material weakness identified,

although we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our processes to

identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting

standards that apply to our financial statements.

Our plans at this time include providing enhanced access to accounting literature, research

materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex

accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these

initiatives will ultimately have the intended effects.

internal controls over financial reporting related to the accounting for our complex financial instruments.

In light of the material weakness

identified, although we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our

processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the

complex accounting standards that apply to our financial statements.

Our plans at this time include providing enhanced access to accounting

literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we

consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can

offer no assurance that these initiatives will ultimately have the intended effects.

A material weakness is a deficiency, or a combination

6 unchanged sentences

have the intended effects.

A material weakness could limit our ability to prevent

or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial

In such a case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic

reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, our securities

price may decline and we may face litigation as a result.

We cannot assure you that the measures we have taken to date, or any measures

we may take in the future, will be sufficient to avoid potential future material weaknesses.

A material weakness could limit our ability to

prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim

financial statements.

In such a case, we may be unable to maintain compliance with securities law requirements regarding timely filing

of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting,

our securities price may decline and we may face litigation as a result.

We cannot assure you that the measures we have taken to date,

or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

Our independent registered public accounting

firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going

As of December 31, 2021, we had working capital of

Further, we have incurred and expect to continue to incur significant costs in pursuit of our finance and acquisition plans.

In addition, we expect to have negative cash flows from operations as we pursue an initial Business Combination target.

plans to address this need for capital through our initial Business Combination which are discussed elsewhere in this document.

assure you that our plans to raise capital or to consummate an initial business combination will be successful.

These factors, among others,

raise substantial doubt about our ability to continue as a going concern.

The financial statements contained elsewhere in this Form 10-K

do not include any adjustments that might result from our inability to continue as a going concern.

As of December 31, 2022, we had working

capital deficiency of $1.58 million.

Further, we have incurred and expect to continue to incur significant costs in pursuit of our finance

and acquisition plans.

In addition, we expect to have negative cash flows from operations as we pursue an initial Business

Combination target.

Management’s plans to address this need for capital through our initial Business Combination which are

discussed elsewhere in this document.

We cannot assure you that our plans to raise capital or to consummate an initial Business

Combination will be successful.

These factors, among others, raise substantial doubt about our ability to continue as a going

The financial statements contained elsewhere in this Form 10-K do not include any adjustments that might result from our

inability to continue as a going concern.

UNRESOLVED STAFF COMMENTS

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 1A. Risk Factors