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 revenues, and our shareholders have a limited basis on which to evaluate our ability to achieve our business
objective, 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 Public Shares;
●
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 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 one or more of 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 Underwriters are entitled to receive the Deferred Fee and Advisory 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;
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●
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 in 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 Rights will expire worthless;
●
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 you 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 Sponsor 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 Deferred
Fee and Advisory 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;
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●
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;
●
we may decide not
to extend the Combination Period, in which case we would liquidate and redeem our Public Shares, and the Rights would be worthless;
●
if we seek shareholder
approval of our initial Business Combination, our Sponsor, Initial Shareholders, directors, officers, advisors and their respective affiliates
may elect to purchase Public Shares or Public Rights from Public Shareholders, which may influence a vote on a proposed Business Combination
and reduce the public “float” of our Public Shares or Public Rights;
●
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 Rights 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 May
30, 2027 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, NYSE considers us to be a “controlled company” within the meaning of the NYSE Rules and, as a result, we may
qualify for exemptions from certain corporate governance requirements;
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●
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;
●
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 share price
of the post-Business Combination company may be less than the Redemption Price of our Public Shares;
●
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 Right 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 Right 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 advisors 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;
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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;
●
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;
●
NYSE may delist
our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject
us to additional trading restrictions;
●
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 Rights, potentially at a loss.
●
our Initial Shareholders
paid an aggregate of $25,000, or approximately $0.004 per Founder Share and, accordingly, our Public Shareholders experience immediate
and substantial dilution from the purchase of our Class A Ordinary Shares;
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●
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;
●
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 Rights in a manner that may be adverse to holders of Rights with the approval by the holders of at least 50% of the then
outstanding Rights. As a result, the conversion ratio of the Rights could be changed, the conversion period could be shortened and the
number of Class A Ordinary Shares upon conversion of a Right could be changed, all without right holder approval;
●
the Rights 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 Rights, which could
limit the ability of right holders to obtain a favorable judicial forum for disputes with our Company;
●
because each Unit
contains one Right to receive one twentieth (1/20) of one Class A Ordinary Share upon consummation of our initial Business Combination
and only a whole Class A Ordinary Share will be issued in exchange for Rights, the Units may be worth less than units of other SPACs;
●
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 and other holders of our Private Placement Units (and their underlying securities) 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;
●
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; and
●
we may seek to
extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other adverse effects
on our Company.
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For more detailed descriptions
of these and other risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration
Statement and (ii) 2025 Second Quarter Form 10-Q . 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.
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.
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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.