Item 1A. Risk Factors
Item 1A. Risk
Factors.
As
a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,
the following are brief descriptions of material risks, uncertainties and other factors that could have a material effect on us and our
operations:
Risks
Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination
● we
are a blank check company with no operating history and no operating revenues, and our shareholders
have a limited basis on which to evaluate our ability to achieve our business objective,
which is completing an initial Business Combination;
● we
may not be able to complete our initial Business Combination within the Combination Period,
in which case we would liquidate and redeem our s;
● we
may seek Business Combination opportunities with a high degree of complexity that require
significant operational improvements, which could delay or prevent us from achieving our
desired results;
● we
may be unable to obtain additional financing to complete our initial Business Combination
or to fund the operations and growth of a target business, which could compel us to restructure
or abandon a particular Business Combination;
● we
may issue our Ordinary Shares to investors our shareholders in connection with our initial
Business Combination at a price that is less than the prevailing market price of our Ordinary
Shares at that time;
● our
Public Shareholders may not be afforded an opportunity to vote on our proposed initial Business
Combination, and even if we hold a vote, holders of our Founder Shares will participate in
such vote, which means we may complete our initial Business Combination even though a majority
of our Public Shareholders do not support such a combination;
● as
the number of SPACs evaluating targets increases, attractive targets may become scarcer and
there may be more competition for attractive targets, or such attractive targets may not
be interested in consummating a Business Combination with a SPAC due to a negative public
perception of mergers involving SPACs. 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;
● we
may attempt to simultaneously complete Business Combinations with multiple prospective targets,
which may hinder our ability to complete our initial Business Combination and give rise to
increased costs and risks that could negatively impact our operations and profitability;
● we
may engage the Underwriters or one of their respective affiliates to provide additional services
to us after the Initial Public Offering, which may include acting as mergers and acquisitions
advisor in connection with an initial Business Combination or as placement agent in connection
with a related financing transaction. The Representatives are entitled to receive the Marketing
Fee that will be released from the Trust Account only upon completion of an initial Business
Combination. These financial incentives may cause the Underwriters to have potential conflicts
of interest in rendering any such additional services to us after the Initial Public Offering,
including, for example, in connection with the sourcing and consummation of an initial Business
Combination;
● we
may attempt to complete our initial Business Combination with a private company about which
little information is available, which may result in a Business Combination with a company
that is not as profitable as we suspected, if at all;
● we
may attempt to complete our initial Business Combination with a private company about which
little information is available, which may result in a Business Combination with a company
that is not as profitable as we suspected, if at all;
● resources
could be wasted on researching Business Combinations targets that are not completed, which
could materially adversely affect subsequent attempts to locate and acquire or merge with
another business. If we have not completed our initial Business Combination within the Combination
Period, our Public Shareholders may receive only the Redemption Price, or less than such
amount in certain circumstances, on the liquidation of our Trust Account and our Warrants
will expire worthless;
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● recent
fluctuations in inflation and interest rates in the United States and elsewhere could make
it more difficult for us to consummate an initial Business Combination;
● changes
in laws or regulations (including the adoption of policies by governing administrations),
or a failure to comply with any laws and regulations, may adversely affect our business,
including our ability to negotiate and complete our initial Business Combination, and results
of operations;
● in
order to effectuate an initial Business Combination, SPACs have, in the recent past, amended
various provisions of their memorandums and articles of association, and other governing
instruments. We cannot assure our shareholders that we will not seek to amend our Amended
and Restated Articles or governing agreement in a manner that will make it easier for us
to complete our initial Business Combination that our shareholders may not support;
● changes
in international trade policies, tariffs and treaties affecting imports and exports may have
a material adverse effect on our search for an initial Business Combination target or the
performance or business prospects of a post-Business Combination company;
● adverse
developments affecting the financial services industry, including events or concerns involving
liquidity, defaults or non-performance by financial institutions, could adversely affect
our business, financial condition or results of operations, or our Business Combination prospects;
● cyber
incidents or attacks directed at us or third parties could result in information theft, data
corruption, operational disruption and/or financial loss, as well as impact our ability to
consummate an initial Business Combination;
● 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;
● if
we seek shareholder approval of our initial Business Combination, our Initial Shareholders
and Management Team have agreed to vote in favor of such initial Business Combination, regardless
of how our Public Shareholders vote. As such, under certain circumstances, we may not need
any Public Shares in addition to Founder Shares to be voted in favor of our initial Business
Combination to approve an initial Business Combination;
● our
Public Shareholders’ only opportunity to effect their investment decision regarding
a potential Business Combination may be limited to the exercise of their right to redeem
their Public Shares from us for cash;
● the
ability of our Public Shareholders to redeem their Public Shares for cash may make our financial
condition unattractive to potential Business Combination targets, which may make it difficult
for us to enter into a Business Combination with a target;
● the
ability of our Public Shareholders to exercise redemption rights with respect to a large
number of our Ordinary Shares and the payment of the Marketing Fee may not allow us to complete
the most desirable Business Combination or optimize our capital structure, and may materially
dilute Public Shareholders’ investment in us;
● the
ability of our Public Shareholders to exercise redemption rights with respect to a large
number of our Ordinary Shares could increase the probability that our initial Business Combination
would be unsuccessful and that our Public Shareholders would have to wait for liquidation
in order to redeem their Public Shares;
● the
requirement that we complete our initial Business Combination within the Combination Period
may give potential target businesses leverage over us in negotiating a Business Combination
and may limit the time we have in which to conduct due diligence on potential Business Combination
targets, in particular as we approach the end of the Combination Period, which could undermine
our ability to complete our initial Business Combination on terms that would produce value
for our shareholders;
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● we
may decide not to extend the Combination Period, in which case we would liquidate and redeem
our Public Shares, and the Warrants would
be worthless;
● if
we seek shareholder approval of our initial Business Combination, our Sponsor, Initial Shareholders,
directors, officers, and their respective affiliates may elect to purchase Public Shares
or Public Warrants from Public Shareholders, which may influence a vote on a proposed Business
Combination and reduce the public “float” of our Public Shares or Public Warrants;
● if
a Public Shareholder fails to receive notice of our offer to redeem their Public Shares in
connection with our initial Business Combination, or fails to comply with the procedures
for submitting or tendering their Public Shares, such Public Shares may not be redeemed;
● our
Public Shareholders will not be entitled to protections normally afforded to investors of
other blank check companies subject to Rule 419 of the Securities Act;
● if
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions
pursuant to the tender offer rules, and if a shareholder or a “group” of shareholders
are deemed to hold in excess of 15% of our Class A Ordinary Shares, they may lose the ability
to redeem all such Public Shares in excess of 15% of our Class A Ordinary Shares;
● because
of our limited resources and the significant competition for Business Combination opportunities,
it may be more difficult for us to complete our initial Business Combination. If we are unable
to complete our initial Business Combination, our Public Shareholders may receive only their
pro rata portion of the funds in the Trust Account that are available for distribution to
Public Shareholders, and our Warrants will expire worthless;
● if
the net proceeds of the Initial Public Offering and Private Placement not being held in the
Trust Account are insufficient to allow us to operate for at least the duration of the Combination
Period, it could limit the amount available to fund our search for a target business or businesses
and complete our initial Business Combination, and we will depend on loans from our Sponsor
or Management Team to fund our search and to complete our initial Business Combination;
● if
we are unable to consummate our initial Business Combination within the Combination Period,
our Public Shareholders may be forced to wait beyond February 12, 2028 before redemption
from our Trust Account;
● we
may not hold an annual general meeting until after the consummation of our initial Business
Combination, which could delay the opportunity for our Public Shareholders to discuss company
affairs with Management, and the holders of our Class A Ordinary Shares will not have the
right to vote on the appointment or removal of directors or continuing our Company in a jurisdiction
outside the Cayman Islands until after the consummation of our initial Business Combination;
● since
only holders of our Class B Ordinary Shares have the right to vote on the appointment of
directors prior to the consummation of the initial Business Combination, Nasdaq considers
us to be a “controlled company” within the meaning of the Nasdaq Rules and, as
a result, we may qualify for exemptions from certain corporate governance requirements;
● our
Sponsor holds a substantial interest in us. As a result, it may exert a substantial influence
on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders
do not support;
● because
we are neither limited to evaluating a target business in a particular industry sector nor
have we selected any target businesses with which to pursue our initial Business Combination,
our shareholders are unable to ascertain the merits or risks of any particular target business’
operations;
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● we
may seek Business Combination opportunities in industries or sectors that may be outside
of our Management’s areas of expertise;
● although
we have identified general criteria and guidelines that we believe are important in evaluating
prospective target businesses, we may enter into our initial Business Combination with a
target that does not meet such criteria and guidelines, and as a result, the target business
with which we enter into our initial Business Combination may not have attributes entirely
consistent with our general criteria and guidelines;
● we
are not required to obtain an opinion from an independent investment banking firm or from
another independent entity that commonly renders valuation opinions, and consequently, our
shareholders may have no assurance from an independent source that the price we are paying
for the business is fair to our shareholders from a financial point of view;
● we
may issue additional Class A Ordinary Shares or preference shares to complete our initial
Business Combination or under an employee incentive plan after completion of our initial
Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the
Founder 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 therein. Any such issuances would dilute
the interest of our shareholders and likely present other risks.
● unlike
some other similarly structured SPACs, our Initial Shareholders will receive additional Class
A Ordinary Shares if we issue certain shares to consummate an initial Business Combination;
● we
may engage in a Business Combination with one or more target businesses that have relationships
with entities that may be affiliated with our Sponsor, officers, directors or existing holders,
which may raise potential conflicts of interest;
● we
may issue notes or other debt securities, or otherwise incur substantial debt, to complete
a Business Combination, which may adversely affect our leverage and financial condition and
thus negatively impact the value of our shareholders’ investment in us;
● we
may only be able to complete one Business Combination with the proceeds of the Initial Public
Offering and the Private Placement, which will cause us to be solely dependent on a single
business, and which may have a limited number of products or services. This lack of diversification
may negatively impact our operations and profitability;
● we
do not have a specified maximum redemption threshold. The absence of such a redemption threshold
may make it possible for us to complete our initial Business Combination when a substantial
majority of our Public Shareholders do not agree;
● the
provisions of our Amended and Restated Articles that relate to our pre-Business Combination
activity (and corresponding provisions governing the release of funds from our Trust Account)
may be amended with a Special Resolution of our shareholders, which is a lower
amendment threshold than that of some other SPACs. It may be easier for us, therefore, to
amend the Amended and Restated Articles to facilitate the completion of an initial Business
Combination that some of our Public Shareholders may not support;
● because
we must furnish our shareholders with financial statements of our Business Combination target,
we may lose the ability to complete an otherwise advantageous initial Business Combination
with some prospective target businesses;
● compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate
our initial Business Combination, require substantial financial and management resources,
and increase the time and costs of completing an initial Business Combination;
● if
our initial Business Combination involves a company organized under the laws of a state of
the United States (or any subdivision thereof) , the Excise Tax could be imposed on
us in connection with redemptions of our Ordinary Shares after or in connection with such
initial Business Combination;
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Risks
Relating to the Post-Business Combination Company
● the
officers and directors of an acquisition candidate may resign upon completion of our initial
Business Combination. The loss of a Business Combination target’s key personnel could
negatively impact the operations and profitability of our post-combination business;
● subsequent
to our completion of our initial Business Combination, we may be required to take write-downs
or write-offs, restructuring and impairment or other charges that could have a significant
negative effect on our financial condition, results of operations and the price of our securities,
which could cause our shareholders to lose some or all of their investment;
● our
Management may not be able to maintain control of a target business after our initial Business
Combination. We cannot provide assurance that, upon loss of control of a target business,
new management will possess the skills, qualifications or abilities necessary to profitably
operate such business;
● we
may have a limited ability to assess the management of a prospective target business and,
as a result, may affect our initial Business Combination with a target business whose management
may not have the skills, qualifications or abilities to manage a public company;
● our
initial Business Combination and our structure thereafter may not be tax-efficient to our
shareholders and Warrant holders. As a result of our Business Combination, our tax obligations
may be more complex, burdensome and/or uncertain;
Risks
Relating to Acquiring or Operating a Business in Foreign Countries
● we
may not be able to complete an initial Business Combination because such initial Business
Combination may be subject to regulatory review and approval requirements, including foreign
investment regulations and review by government entities such as the Committee on Foreign
Investment in the United States, or may be ultimately prohibited;
● if
we effect our initial Business Combination with a company located outside of the United States,
we would be subject to a variety of additional risks that may adversely affect us;
● we
may reincorporate in, or transfer by way of continuation to, another jurisdiction, which
may result in taxes imposed on our shareholders or Warrant holders;
● we
may reincorporate in or transfer by way of continuation to another jurisdiction in connection
with our initial Business Combination, and the laws of such jurisdiction may govern some
or all of our future material agreements and we may not be able to enforce our legal rights;
● we
are subject to changing law and regulations regarding regulatory matters, corporate governance
and public disclosure that have increased both our costs and the risk of non-compliance;
● if
our Management following our initial Business Combination is unfamiliar with United States
securities laws, they may have to expend time and resources becoming familiar with such laws,
which could lead to various regulatory issues;
● exchange
rate fluctuations and currency policies may cause a target business’ ability to succeed
in the international markets to be diminished;
● after
our initial Business Combination, substantially all of our assets may be located in a foreign
country and substantially all of our revenue will be derived from our operations in such
country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and legal policies, developments and conditions in the
country in which we operate;
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Risks
Relating to our Management Team
● our
officers and directors allocate their time to other businesses thereby causing conflicts
of interest in their determination as to how much time to devote to our affairs. This conflict
of interest could have a negative impact on our ability to complete our initial Business
Combination;
● 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;
● we
may not have sufficient funds to satisfy indemnification claims of our directors and officers;
● past
performance by our Management Team, our Board and their respective affiliates, including
investments and transactions in which they have participated and businesses with which they
have been associated, may not be indicative of future performance of an investment in our
Company;
● we
are dependent upon our officers and directors and their loss, or a reduction in the amount
of time they can dedicate to our initial Business Combination, could adversely affect our
ability to operate;
● our
ability to successfully effect our initial Business Combination and to be successful thereafter
is dependent upon the efforts of our key personnel, some of whom may join us following our
initial Business Combination. The loss of key personnel could negatively impact the operations
and profitability of our post-combination business;
● the
ownership interest of our Sponsor may change, and our Sponsor may divest its ownership interest
in us before identifying a Business Combination, which could deprive us of key personnel
and advisors;
● our
key personnel may negotiate employment or consulting agreements with a target business in
connection with a particular Business Combination, and a particular Business Combination
may be conditioned on the retention or resignation of such key personnel. These agreements
may provide for them to receive compensation following our initial Business Combination and
as a result, may cause them to have conflicts of interest in determining whether a particular
Business Combination is the most advantageous;
● our
officers and directors presently have, and any of them in the future may have additional,
fiduciary or contractual obligations to other entities, including other blank check companies,
and, accordingly, may have conflicts of interest in allocating their time and in determining
to which entity a particular business opportunity should be presented;
● members
of our Management Team and Board of Directors have significant experience as founders, board
members, officers, executives or employees of other companies. Certain of those persons have
been, are currently, or may become, involved in litigation, investigations or other proceedings,
including related to those companies or otherwise. This may have an adverse effect on us,
which may impede our ability to consummate an initial Business Combination;
● members
of our Management Team and affiliated companies may have been, and may in the future be,
involved in civil disputes or governmental investigations unrelated to our business;
Risks
Relating to our Securities and Shareholder Rights
● to
mitigate the risk that we might be deemed to be an investment company for purposes of the
Investment Company Act, we may, at any time (based on our Management Team’s ongoing
assessment of all factors related to our potential status under the Investment Company Act),
instruct the trustee to liquidate the investments held in the Trust Account and
instead to hold the funds in the Trust Account in an interest-bearing demand deposit account
at a bank until the earlier of the consummation of our initial Business Combination or our
liquidation. As a result, following the liquidation of investments in the Trust Account,
we will likely receive less interest on the funds held in the Trust Account than we would
have had the Trust Account remained as initially invested, such that our Public Shareholders
would receive less upon any redemption or liquidation of our Company than what they would
have received had the investments not been liquidated;
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● our
Public Shareholders may be held liable for claims by third parties against us to the extent
of distributions received by them upon redemption of their Public Shares;
● if
third parties bring claims against us, the proceeds held in the Trust Account could be reduced
and the per-share redemption amount received by Public Shareholders may be less
than the Redemption Price;
● our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting
in a reduction in the amount of funds in the Trust Account available for distribution to
our Public Shareholders;
● the
securities in which we invest the funds held in the Trust Account could bear a negative rate
of interest, which could reduce the interest income available for payment of taxes or reduce
the value of the assets held in the Trust Account such that the per-share redemption amount
received by Public Shareholders may be less than the Redemption Price;
● if,
before distributing the proceeds in the Trust Account to our Public Shareholders, we file
a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, the claims of creditors in such proceeding may have
priority over the claims of our shareholders and the per-share amount that would otherwise
be received by our Public Shareholders in connection with our liquidation may be reduced;
● if,
after we distribute the proceeds in the Trust Account to our Public Shareholders, we file
a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is
filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency or other
court may seek to recover such proceeds, and the members of our Board of Directors may be
viewed as having breached their fiduciary duties to us or our creditors, thereby exposing
the members of our Board of Directors and us to claims of punitive damages;
● an
active market for our public securities may not continue, which would adversely affect the
liquidity and price of our securities, and our shareholders may have limited liquidity and
trading;
● since
our Initial Shareholders will lose their entire investment in us if our initial Business
Combination is not completed (other than with respect to any Public Shares they may acquire
during or after the Initial Public Offering), and because our Initial Shareholders may profit
substantially even under circumstances in which our Public Shareholders would experience
losses in connection with their investment, a conflict of interest may arise in determining
whether a particular Business Combination target is appropriate for our initial Business
Combination;
● the
value of the Founder Shares following completion of our initial Business Combination is likely
to be substantially higher than the nominal price paid for them, even if the trading price
of our Public Shares at such time is substantially less than the Redemption Price;
● Nasdaq
may delist our securities from trading on its exchange, which could limit our Public Shareholders’
ability to make transactions in our securities and subject us to additional trading restrictions;
● our
Public Shareholders do not have any rights or interests in funds from the Trust Account,
except under certain limited circumstances. Therefore, to liquidate their investment, they
may be forced to sell their Public Shares or Public Warrants, potentially at a loss;
● our
Initial Shareholders paid an aggregate of $25,000, or approximately $0.003 per Founder Share
and, accordingly, our Public Shareholders experience immediate and substantial dilution from
the purchase of our Class A Ordinary Shares;
● the
nominal purchase price paid by our Initial Shareholders for the Founder Shares may result
in significant dilution to the implied value of the Public Shares upon the consummation of
our initial Business Combination, and our Sponsor is likely to make a substantial profit
on its investment in us in the event we consummate an initial Business Combination, even
if the Business Combination causes the trading price of our Ordinary Shares to materially
decline;
● because
we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties
in protecting their interests, and their ability to protect their rights through the U.S. Federal
courts may be limited;
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● after
our initial Business Combination, it is possible that a majority of our directors and officers
will live outside the United States and all of our assets will be located outside the
United States; therefore, shareholders may not be able to enforce federal securities
laws or their other legal rights;
● provisions
in our Amended and Restated Articles 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 Articles provide that the courts of the Cayman Islands will be the exclusive
forums for certain disputes between us and our shareholders, which could limit our shareholders’
ability to obtain a favorable judicial forum for complaints against us or our directors,
officers or employees;
● whether
a redemption of Public Shares will be treated as a sale of such Class A Ordinary Shares for
U.S. federal income tax purposes will depend on a shareholder’s specific facts;
● we
may amend the terms of the Public Warrants in a manner that may be adverse to holders of
Public Warrants with the approval by the holders of at least 50% of the then outstanding
Public Warrants. As a result, the exercise price of the Public Warrants could be increased,
the exercise period could be shortened and the number of Class A Ordinary Shares purchasable
upon exercise of a Public Warrant could be decreased, all without shareholder approval;
● the
Warrant Agreement designates the courts of the State of New York or the United States
District Court for the Southern District of New York as the sole and exclusive forum
for certain types of actions and proceedings that may be initiated by holders of our Warrants,
which could limit the ability of warrant holders to obtain a favorable judicial forum for
disputes with our Company;
● a
provision of the Warrant Agreement may make it more difficult for us to consummate an initial
Business Combination;
● our
Warrants may have an adverse effect on the market price of our Class A Ordinary Shares and
make it more difficult to effectuate our initial Business Combination;
● because
each Unit contains one-third of one Warrant and only a whole Warrant may be exercised,
the Units may be worth less than units of other SPACs;
● Warrant
holders will not be permitted to exercise their Warrants unless we register and qualify the
underlying Class A Ordinary Shares or certain exemptions are available;
● holders
may only be able to exercise Public Warrants on a “cashless basis” under certain
circumstances, and if they do so, they will receive fewer Class A Ordinary Shares from such
exercise than if they were to exercise such Public Warrants for cash;
● holders
of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction
outside of the Cayman Islands;
● the
grant of registration rights to our Sponsor, the Representatives and other holders of our
Private Placement Warrants may make it more difficult to complete our initial Business
Combination, and the future exercise of such rights may adversely affect the market price
of our Class A Ordinary Shares;
● we
may be a passive foreign investment company, which could result in adverse United States
federal income tax consequences to our U.S. shareholders; and
● we
are an emerging growth company and a 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 or smaller reporting companies, this could make our
securities less attractive to investors and may make it more difficult to compare our performance
with other public companies.
For
more detailed descriptions of these and other risks relating to our Company, see the section titled “Risk Factors” contained
in our IPO Registration Statement. As of the date of this Report, there have been no material changes with respect to those risk factors,
other than as set forth below . Any of these previously disclosed risk factors could result
in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known
to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose
changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
We
may seek to extend the Combination Period, which could reduce the amount held in our Trust Account and have adverse effects on our Company.
If
we are unable to consummate our initial Business Combination on or before February 12, 2028, we may seek shareholder approval to extend
the Combination Period by amending our Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity
to have all or a portion of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect
of which may adversely affect our ability to consummate our initial Business Combination and may also impair our ability to maintain
our Nasdaq listing.
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Our
search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination,
may be materially adversely affected by current global geopolitical conditions and armed conflicts in the Ukraine and Russia and in the
Middle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.
Our
ability to find a potential target business and the business of any company with which we may consummate a Business Combination could
be materially and adversely affected by events that are outside of our control. For example, United States and global markets have
experienced and may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing
Russia-Ukraine conflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and
others. Recent hostilities between the United States, Israel and Iran and others have caused significant disruption in the normal flow
of oil, refined petroleum products and related commodities, with consequent price rises and associated economic volatility. In response
to such conflicts, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe,
and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive
actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the
Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States,
have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will
undertake military strikes in locations related to the conflicts, including but not limited to Iran, and there have been retaliatory
military responses, increasing geopolitical tensions among a number of nations.
The
invasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle
East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,
the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that
could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical
turmoil are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit
and capital markets, as well as supply chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks
against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and
lead to instability and lack of liquidity in capital markets.
Similarly,
other events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19
pandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have
disproportionate impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply
chain), and may adversely affect the global economy or capital markets.
Any
of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting
from the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle
East and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination
and any target business with which we may ultimately consummate an initial Business Combination.
The
extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could
be substantial, particularly if current or new sanctions continue for an extended period of time, if geopolitical tensions result in
expanded military operations on a global scale or if there are disruptions in the supply of oil or other commodities.
Any
such disruptions may also have the effect of heightening many of the other risks described in this Item. If these disruptions or other
matters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the
operations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely
affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity or debt financing, which
may be impacted by these and other events, including as a result of increased market volatility or decreased availability of third-party
financing on acceptable terms or at all.
Military
or other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia
or other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations
or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.
Military
or other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other
armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial
condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions
and economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an
initial Business Combination on acceptable commercial terms, or at all
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