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Item 1A. Risk Factors

2023-03-31 compared with 2022-04-14 · 1246 added, 2177 removed, 5 unchanged (100% of the section changed)

Risk Factors.

An investment in our securities involves a high

degree of risk.

You should consider carefully all of the risks described below, together with the other information contained in this

Annual Report, before making an investment decision with respect to our Units, Public Shares or Public Warrants.

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.

Risk Factor Summary

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

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.

Your only opportunity to effect your investment decision regarding a potential Initial Business Combination may be limited to the exercise of your right to redeem your Public Shares from us for cash.

If we seek shareholder approval of our Initial Business Combination, our Sponsor, officers and directors have agreed to vote in favor of such Initial Business Combination, regardless of how our Public Shareholders vote.

● In evaluating a prospective target business for our Initial Business Combination, our management

will rely on the availability of all of the funds from the sale of the forward purchase shares to be used as part of the

consideration to the sellers in the Initial Business Combination, however the sale of the forward purchase shares is conditioned on,

amongst other things, the approval of the Kingstown investment committee.

If the sale of the forward purchase shares does not close,

we may lack sufficient funds to consummate our Initial Business Combination.

The ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential Initial Business Combination targets, which may make it difficult for us to enter into an Initial Business Combination with a target.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares may not allow us to complete the most desirable Initial Business Combination or optimize our capital structure.

The requirement that we complete our Initial Business Combination by September 24, 2023 may give potential target businesses leverage over us in negotiating an Initial Business Combination and may limit the time we have in which to conduct due diligence on potential Initial Business Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Initial Business Combination on terms that would produce value for our shareholders.

Our search for an Initial Business Combination, and any target business with which we ultimately consummate an Initial Business Combination, may be materially adversely affected by the ongoing coronavirus (COVID-19) pandemic and the status of debt and equity markets, as well as protectionist legislation in our target markets.

If we seek shareholder approval of our Initial Business Combination, our Sponsor, directors, officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Initial Business Combination and reduce the public “float” of our Public Shares or Public Warrants.

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

Our officers and directors will 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.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

Therefore, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

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

You will not be entitled to protections normally afforded to investors of many other blank check companies.

● 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 result in our inability to find a target or to consummate an Initial Business Combination.

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 our Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate for at least the duration of the Completion Window, 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.

Past performance by our management team and board of directors 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 the Company.

Unlike some other similarly SPACs, our Sponsor

will receive additional Class A Ordinary Shares if we issue certain shares to consummate an Initial Business Combination.

The nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our Initial Business Combination.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S.

We may reincorporate in another jurisdiction in connection with our Initial Business Combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.

An investment in the Company may result in uncertain U.S.

federal income tax consequences.

Our Initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders.

As a result of our Initial Business Combination, our tax obligations may be more complex, burdensome and/or uncertain.

Risks Relating to our Search for, and Consummation

of or Inability to Consummate, an Initial Business Combination

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.

We may choose not to hold a shareholder vote to

approve our Initial Business Combination unless the Initial Business Combination would require shareholder approval under applicable law

or stock exchange listing requirements.

In such case, the decision as to whether we will seek shareholder approval of a proposed Initial

Business Combination or will allow Public Shareholders to sell their Public Shares to us in a tender offer will be made by us, solely

in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction

would otherwise require us to seek shareholder approval.

Even if we seek shareholder approval, the holders of our Founder Shares will

participate in the vote on such approval.

Accordingly, we may complete our Initial Business Combination even if holders of a majority

of our ordinary shares do not approve of the Initial Business Combination we complete.

In evaluating a prospective target business

for our Initial Business Combination, our management will rely on the availability of all of the funds from the sale of the forward purchase

shares to be used as part of the consideration to the sellers in the Initial Business Combination, however the sale of the forward purchase

shares is conditioned on, amongst other things, the approval of the Kingstown investment committee.

If the sale of the forward purchase

shares does not close, we may lack sufficient funds to consummate our Initial Business Combination.

In connection with the consummation of our IPO,

we entered into a forward purchase agreement with Kingstown 1740 Fund, LP and Kingfishers L.P., affiliates of Kingstown Capital Partners,

LLC, collectively “ Kingstown ” and our Sponsor, pursuant to which Kingstown agreed that it will purchase from us up

to 5,000,000 forward purchase Class A Ordinary Shares (“ Forward Purchase Shares ”), for $10.00 per share, or an aggregate

amount of up to $50,000,000, in a private placement that will close concurrently with the closing of our Initial Business Combination.

The proceeds from the sale of these Forward Purchase Shares, together with the amounts available to us from the Trust Account (after giving

effect to any redemptions of Public Shares) and any other equity or debt financing obtained by us in connection with the Initial Business

Combination, will be used to satisfy the cash requirements of the Initial Business Combination, including funding the purchase price and

paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes.

To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, Kingstown

may purchase less than 5,000,000 Forward Purchase Shares.

In addition, Kingstown’s commitment under the forward purchase agreement

will be subject to approval of its investment committee prior to the closing of our Initial Business Combination.

Accordingly, if Kingstown’s

investment committee does not give its approval, Kingstown will not be obligated to purchase the Forward Purchase Shares.

of the Forward Purchase Shares does not close, we may lack sufficient funds to consummate our Initial Business Combination.

Further, we have the right, in our sole discretion,

to reduce the amount of Forward Purchase Shares that Kingstown may purchase pursuant to the forward purchase agreement.

Pursuant to the

terms of the forward purchase agreement, Kingstown will have the option to assign its commitment to one of its affiliates and up to $5,000,000

to members of our management team or Board of Directors.

The Forward Purchase Shares will be identical to the Class A Ordinary Shares

included in the Units sold in the Public Offering, except that they will be subject to transfer restrictions and registration rights,

as described herein.

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.

Our Sponsor currently owns 20% of our issued and

outstanding ordinary shares.

Our Sponsor, officers and directors also may from

time to time purchase Public Shares prior to our Initial Business Combination.

Our Amended and Restated Memorandum and Articles of Association

provides that, if we seek shareholder approval of an Initial Business Combination, such Initial Business Combination will be approved

if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who

attend and vote at a general meeting of the Company, including the Founder Shares.

As a result, in addition to our Sponsor’s Founder

Shares, and the 2,900,000 Public Shares owned by Kingstown 1740 Fund, LP, we would need 9,465,625, or 28.7% (assuming all issued and outstanding

shares are voted) of the 32,975,000 Public Shares sold in our Public Offering to be voted in favor of an Initial Business Combination

in order to have our Initial Business Combination approved.

If only the minimum number of shares representing a quorum are voted, no affirmative

votes from other Public Shareholders would be required to approve our Initial Business Combination.

Accordingly, if we seek shareholder

approval of our Initial Business Combination, the agreement by our Sponsor, officers and directors to vote in favor of our Initial Business

Combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such

Initial Business Combination.

In addition, in the event that our anchor investors continue to hold at least 11,250,001 of the Units that

they collectively purchased in our Public Offering at the time of our Initial Business Combination, and vote their Public Shares in favor

of our Initial Business Combination, no affirmative votes from other Public Shareholders would be required to approve our Initial Business

However, because our anchor investors are not obligated to continue owning any Public Shares and are not obligated to vote

any Public Shares in favor of our Initial Business Combination, we cannot assure you that any of these anchor investors are now, or will

be shareholders at the time our shareholders vote on our Initial Business Combination, and, if they are shareholders, we cannot assure

you as to how such anchor investors will vote on any Initial Business Combination.

Your only opportunity to effect your investment

decision regarding a potential Initial Business Combination may be limited to the exercise of your right to redeem your Public Shares

from us for cash.

Since our board of directors may complete an Initial

Business Combination without seeking shareholder approval, Public Shareholders may not have the right or opportunity to vote on the Initial

Business Combination, unless we seek such shareholder vote.

Accordingly, your only opportunity to effect your investment decision regarding

our Initial Business Combination may be limited to exercising your redemption rights within the period of time (which will be at least

20 business days) set forth in our tender offer documents mailed to our Public Shareholders in which we describe our Initial Business

The ability of our Public Shareholders to redeem

their Public Shares for cash may make our financial condition unattractive to potential targets, which may make it difficult for us to

enter into an Initial Business Combination transaction with a target.

We may seek to enter into an Initial Business Combination

transaction agreement with a minimum cash requirement for:

(i) cash consideration to be paid to the target or its owners;

for working capital or other general corporate purposes;

or (iii) the retention of cash to satisfy other conditions.

Public Shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not

be able to proceed with the Initial Business Combination.

Furthermore, in no event will we redeem our Public Shares in an amount that

would cause our net tangible assets to be less than $5,000,001.

Consequently, if accepting all properly submitted redemption requests

would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a condition as described above,

we would not proceed with such redemption and the related Initial Business Combination and may instead search for an alternate Initial

Business Combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an Initial Business Combination

transaction with us.

The ability of our Public Shareholders to exercise

redemption rights with respect to a large number of our Public Shares may not allow us to complete the most desirable Initial Business

Combination or optimize our capital structure.

At the time we enter into an agreement for our

Initial Business Combination, we will not know how many Public Shareholders may exercise their redemption rights, and therefore will need

to structure the transaction based on our expectations as to the number of Public Shares that will be submitted for redemption.

Initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires

us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements,

or arrange for third party financing.

In addition, if a larger number of Public Shares are submitted for redemption than we initially

expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third

party financing.

Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher

than desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Founder Shares

results in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Founder Shares at the

time of our Initial Business Combination.

In addition, the amount of the deferred underwriting commissions payable to the underwriter

will not be adjusted for any Public Shares that are redeemed in connection with an Initial Business Combination.

The per share amount

we will distribute to Public Shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting

commission and after such redemptions, the amount held in the Trust Account will continue to reflect our obligation to pay the entire

deferred underwriting commissions.

The above considerations may limit our ability to complete the most desirable Initial Business Combination

available to us or optimize our capital structure.

The ability of our Public Shareholders to

exercise redemption rights with respect to a large number of our Public Shares could increase the probability that our Initial Business

Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.

If our Initial Business Combination agreement requires

us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing,

the probability that our Initial Business Combination would be unsuccessful is increased.

If our Initial Business Combination is unsuccessful,

you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account.

If you are in need of immediate

liquidity, you could attempt to sell your Public Shares in the open market;

however, at such time our Public Shares may trade at a discount

to the pro rata amount per share in the Trust Account.

In either situation, you may suffer a material loss on your investment or lose

the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your Public

Shares in the open market.

The requirement that we complete our Initial

Business Combination by September 24, 2023 may give potential target businesses leverage over us in negotiating an Initial Business Combination

and may limit the time we have in which to conduct due diligence on potential targets, in particular as we approach our dissolution deadline,

which could undermine our ability to complete our Initial Business Combination on terms that would produce value for our shareholders.

Any potential target business with which we enter

into negotiations concerning an Initial Business Combination will be aware that we must complete our Initial Business Combination by September

Consequently, such target business may obtain leverage over us in negotiating an Initial Business Combination, knowing that

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

Business Combination with any target business.

This risk will increase as we get closer to the end of the timeframe described above.

addition, we may have limited time to conduct due diligence and may enter into our Initial Business Combination on terms that we would

have rejected upon a more comprehensive investigation.

The length of time it may take us to complete our diligence and negotiate an Initial

Business Combination may reduce the amount of time available for us to ultimately complete an Initial Business Combination should such

diligence or negotiations not lead to a consummated Initial Business Combination.

Our search for an Initial Business Combination,

and any target business with which we ultimately consummate an Initial Business Combination, may be materially adversely affected by the

ongoing coronavirus (COVID-19) outbreak and the status of debt and equity markets, as well as protectionist legislation in our target

The global spread and unprecedented impact of COVID-19,

including variants of the virus (such as the Delta and Omicron variants), has resulted in significant disruption and has created

additional risks to the Company’s and target companies’ businesses, the industry and the economy.

In March 2020, the World

Health Organization declared novel coronavirus disease 2019 (COVID-19) a global pandemic.

The COVID-19 pandemic has negatively impacted

the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in

financial markets, and increased unemployment levels, all of which may become heightened concerns upon a second wave of infection or future

developments.

In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing

and sheltering in place requirements in many states and communities.

The COVID-19 pandemic has resulted, and a significant outbreak of

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 partner business with which we consummate an Initial Business Combination could be materially

and adversely affected.

Furthermore, we may be unable to complete an Initial

Business Combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors

or the partner business’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 an Initial Business Combination will depend on future developments,

which are highly uncertain and cannot be predicted, including new information which may emerge concerning COVID-19 variants, short and

long-term vaccine efficacy, treatment options and the actions to contain further waves of 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

an Initial Business Combination, or the operations of a partner business with which we 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 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

Finally, a sustained or prolonged COVID-19 resurgence,

such as the new Omicron variant, 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.

We may not be able to complete our Initial Business

Combination by September 24, 2023, in which case we would cease all operations except for the purpose of winding up and we would redeem

our Public Shares and liquidate, in which case our Public Shareholders may receive only $10.00 per share, or less than such amount in

certain circumstances, and our Warrants will expire worthless.

We may not be able to find a suitable target business

and complete our Initial Business Combination by September 24, 2023.

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

COVID-19 pandemic (or new strains thereof) continues to grow both in the U.S.

and globally and, while the extent of the impact of

the 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.

Furthermore, we may be unable to complete an Initial 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.

Additionally, the COVID-19 pandemic may negatively

impact businesses we may seek to acquire.

If we have not completed our Initial Business Combination within such time period, 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest

to pay dissolution expenses), 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) and (iii) as

promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,

liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for

claims of creditors and in all cases subject to the other requirements of applicable law.

If we seek shareholder approval of our Initial

Business Combination, our Sponsor, directors, officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants

from Public Shareholders, which may influence a vote on a proposed Initial Business Combination and reduce the public “float”

of our Public Shares or Public Warrants.

If we seek shareholder approval of our Initial

Business Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer

rules, our Sponsor, directors, officers, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated

transactions or in the open market either prior to or following the completion of our Initial Business Combination, although they are

under no obligation to do so.

There is no limit on the number of Public Shares our Sponsor, directors, officers, advisors or their affiliates

may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.

However, they have no current commitments,

plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions.

Such purchases may include

a contractual acknowledgment that such shareholder, although still the record holder of our Public Shares, is no longer the beneficial

owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor, directors, officers,

advisors or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected

to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public

The purpose of any such purchases of Public Shares could be to vote such shares in favor of the Initial Business Combination and

thereby increase the likelihood of obtaining shareholder approval of the Initial Business Combination or to satisfy a closing condition

in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Initial Business

Combination, where it appears that such requirement would otherwise not be met.

The purpose of any such purchases of Public Warrants could

be to reduce the number of Public Warrants outstanding or to vote such Public Warrants on any matters submitted to the warrant holders

for approval in connection with our Initial Business Combination.

Any such purchases of our securities may result in the completion of

our Initial Business Combination that may not otherwise have been possible.

Any such purchases will be reported pursuant to Section 13

and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public

“float” of our Public Shares or Public Warrants and the number of beneficial holders of our securities may be reduced, possibly

making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

If a Public Shareholder fails to receive

notice of our offer to redeem our Public Shares in connection with our Initial Business Combination, or fails to comply with the procedures

for submitting or tendering its Public Shares, such Public Shares may not be redeemed.

We will comply with the proxy rules or tender

offer rules, as applicable, when conducting redemptions in connection with our Initial Business Combination.

Despite our compliance with

these rules, if a Public Shareholder fails to receive our proxy materials or tender offer documents, as applicable, such Public Shareholder

may not become aware of the opportunity to redeem its Public Shares.

In addition, proxy materials or tender offer documents, as applicable,

that we will furnish to holders of our Public Shares in connection with our Initial Business Combination will describe the various procedures

that must be complied with in order to validly tender or submit Public Shares for redemption.

For example, we intend to require our Public

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street

name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their Public

Shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the Initial

Business Combination.

In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholders

seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior

to the scheduled vote in which the name of the beneficial owner of such Public Shares is included.

In the event that a Public Shareholder

fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares

may not be redeemed.

You are not be entitled to protections normally

afforded to investors of some other blank check companies.

Since the net proceeds of our Public Offering

and the sale of the Private Placement Warrants are intended to be used to complete an Initial Business Combination with a target business

that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws.

because we had, and continue to have, net tangible assets in excess of $5,000,000 upon the completion of our Initial Public Offering and

the sale of the Private Placement Warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating

this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

investors will not be afforded the benefits or protections of those rules.

Among other things, this means our Units are immediately tradable.

Moreover, if our Public Offering had been subject to Rule 419, that rule would have prohibited the release of any interest earned

on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion

of an Initial Business Combination.

If we seek shareholder approval of our Initial

Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of Public

Shareholders are deemed to hold in excess of 15% of our Public Shares, you will lose the ability to redeem all such Public Shares in excess

of 15% of our Public Shares.

If we seek shareholder approval of our Initial

Business Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer

rules, our Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate

of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as

defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate

of 15% of the Public Shares without our prior consent, which we refer to as the Excess Shares.

However, we would not be restricting our

Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our Initial Business Combination.

Your inability to redeem 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 redemption distributions with respect to the Excess Shares if we complete our Initial Business Combination.

And as a result,

you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such Public Shares, would be required

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

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 preparing for an initial public offering, as well as many such companies currently in registration.

at times, fewer attractive targets may be available 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.

Because of our limited resources and the

significant competition for Initial Business Combination opportunities, it may be more difficult for us to complete our Initial Business

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.

We have encountered, and expect to continue to encounter,

competition from other entities having a business objective similar to ours, including private investors (which may be individuals or

investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses

we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying and

effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors

possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial

resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target

businesses we could potentially acquire with the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants,

our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available

financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, we are obligated to offer holders of our Public Shares the right to redeem their Public Shares for cash at the time of our

Initial Business Combination in conjunction with a shareholder vote or via a tender offer.

Target companies will be aware that this may

reduce the resources available to us for our Initial Business Combination.

Any of these obligations may place us at a competitive disadvantage

in successfully negotiating an 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 funds available to us outside of the

Trust Account are insufficient to allow us to operate for at least the remaining duration of the Completion Window, 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.

Of the net proceeds of our Public Offering and the sale of the Private

Placement Warrants, only $0.36 million was available to us outside the Trust Account to fund our working capital requirements as of December

It is possible that the funds available outside the Trust Account might not be sufficient to allow the Company to operate for

at least the remaining duration of the Completion Window.

Of the funds available to us, we could use a portion of the funds available

to us to pay fees to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down

payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses

from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses)

with respect to a particular proposed Initial Business Combination, although we do not have any current intention to do so.

If we entered

into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently

required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching

for, or conduct due diligence with respect to, a target business.

If we are required to seek additional capital,

we would need to borrow funds from our Sponsor, management team or other third parties to operate (such loans “ Working Capital

Loans ”) or may be forced to liquidate.

Neither our Sponsor, members of our management team nor any of their affiliates is under

any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the Trust

Account or from funds released to us upon completion of our Initial Business Combination.

Up to $1,500,000 of such loans may be convertible

into additional Private Placement Warrants of the post-transaction entity at a price of $1.00 per warrant at the option of the lender.

Prior to the completion of our Initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an

affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all

rights to seek access to funds in our Trust Account.

If we are unable to complete our Initial Business Combination because we do not have

sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.

Consequently, our Public Shareholders

may only receive an estimated $10.00 per share, or possibly less, on our redemption of our Public Shares, and our Warrants will expire

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 $10.00 per share.

Our placing of funds in the Trust Account may

not protect those funds from third party claims against us.

Although we seek to have all vendors, service providers, prospective target

businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any

kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements,

or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited

to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability

of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust

If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management

will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party

if management believes that such third party’s engagement would be in the best interests of the Company under the circumstances,

Marcum LLP, our independent registered public accounting firm, and the underwriters of our Initial Public Offering did not, and will not,

execute agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances where we may engage

a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills

are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases

where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities

will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements

with us and will not seek recourse against the Trust Account for any reason.

Upon redemption of our Public Shares, if we are unable to

complete our Initial Business Combination within the prescribed timeframe, or upon the exercise of the redemption rights in connection

with our Initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may

be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by Public

Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors.

to the letter agreement, a copy of which is filed as an exhibit to this Annual Report, our Sponsor has agreed that it will be liable to

us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with

which we have entered into a written letter of intent, confidentiality or other similar agreement or Initial Business Combination agreement,

reduce the amount of funds in the Trust Account to below the lesser of:

(i) $10.00 per Public Share;

and (ii) the actual amount per

Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due

to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third

party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not

such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against

certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification

obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe

that our Sponsor’s only assets are securities of our Company.

Therefore, we cannot assure you that our Sponsor would be able to

satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our

Initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share.

In such event, we may not be able

to complete our Initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of

your Public Shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims

by vendors and prospective target businesses.

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.

In the event that the proceeds in the Trust Account

are reduced below the lesser of:

(i) $10.00 per Public Share;

and (ii) the actual amount per Public Share held in the Trust Account

as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets,

in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification

obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor

to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf

against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their

business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of

such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors

determine that a favorable outcome is not likely.

If our independent directors choose not to enforce these indemnification obligations,

the amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy

indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors

to the fullest extent permitted by law.

However, our officers and directors have agreed to waive any right, title, interest or claim of

any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever.

any indemnification provided will be able to be satisfied by us only if:

(i) we have sufficient funds outside of the Trust Account;

or (ii) we consummate an Initial Business Combination.

Our obligation to indemnify our officers and directors may discourage shareholders

from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect

of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might

otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay

the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

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 the Trust Account

such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.

The funds held in the Trust Account may be invested

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

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 paid or payable (less, in the case we are unable to complete our Initial Business Combination, $100,000

of net interest for dissolution expenses).

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 $10.00 per share.

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 bankruptcy or insolvency 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 our creditors, thereby exposing the members of our board

of directors and us to claims of punitive damages.

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, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or

bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or

insolvency court could seek to recover some or all amounts received by our shareholders.

In addition, our board of directors may be viewed

as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive

damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

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 shareholders in connection with our liquidation may be reduced.

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 proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may

be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders

in connection with our liquidation may be reduced.

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 are deemed to be an investment company under

the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature of our investments;

● restrictions on the issuance of securities, each of which

may make it difficult for us to complete our Initial Business Combination.

In addition, we may have imposed upon us burdensome requirements,

● registration as an investment company with the SEC;

● adoption of a specific form of corporate structure;

● reporting, record keeping, voting, proxy and disclosure requirements

and other rules and regulations.

In order not to be regulated as an investment company

under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other

than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or

trading “investment securities” constituting more than 40% of our assets (exclusive of U.S.

government securities and cash

items) on an unconsolidated basis.

Our business is to identify and complete an Initial Business Combination and thereafter to operate

the post-transaction business or assets for the long term.

We do not plan to buy businesses or assets with a view to resale or profit

from their resale.

We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities will

subject us to the Investment Company Act.

To this end, the funds held in the Trust Account may only be invested 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.

government treasury obligations.

Pursuant to the trust agreement, the trustee is not permitted to invest in

other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having a business plan targeted

at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or

private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company

Our Initial Public Offering was not, and our securities are not, intended for persons who are seeking a return on investments in

government securities or investment securities.

The Trust Account is intended as a holding place for funds pending the earliest to occur

(i) the completion of our Initial Business Combination;

(ii) the redemption of any Public Shares properly submitted

in connection with a shareholder vote to amend our Amended and Restated Memorandum and Articles of Association (A) to modify the

substance or timing of our obligation to allow redemption in connection with our Initial Business Combination or to redeem 100% of our

Public Shares if we do not complete our Initial Business Combination within the Completion Window or (B) with respect to any other

material provisions relating to shareholders’ rights or pre-Initial Business Combination activity;

or (iii) absent an Initial

Business Combination within the Completion Window, our return of the funds held in the Trust Account to our Public Shareholders as part

of our redemption of the Public Shares.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would

require additional expenses for which we have not allotted funds and may hinder our ability to complete an Initial Business Combination.

If we are unable to complete our Initial Business Combination, our Public Shareholders may only receive 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.

Changes in laws or regulations, including different

or heightened rules or requirements promulgated by the SEC, 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.

We are subject to laws and regulations enacted by national, regional

and local governments.

In particular, we are required to comply with certain SEC and other legal requirements.

It is likely that we will

become subject to different or heightened rules or requirements promulgated by the SEC, and we may become subject to heightened or increased

scrutiny by the SEC.

In addition to existing SEC staff guidance, on March 30, 2022, the SEC proposed new rules that would impose, amongst

other things, specialized disclosure requirements regarding business combination transactions involving SPACs such as in the context of

conflict of interest or use of projections, impose underwriter liability for certain participants in business combination transactions

involving SPACs, render SPACs ineligible to rely on the Private Securities Litigation Reform Act for making forward looking statements,

and create a specific safe harbor for SPACs not to be deemed investment companies under the Investment Company Act of 1940, as amended.

Compliance with, and monitoring of, applicable laws and existing and proposed regulations may be difficult, time consuming and costly.

Given these factors, as well as the rise in SPAC litigation, we may find it challenging to identify a target and/or complete an Initial

Business Combination within the remaining life of the SPAC.

If we are unable to consummate our Initial Business

Combination within the Completion Window, our Public Shareholders may be forced to wait beyond such period before redemption from our

Trust Account.

If we are unable to consummate our Initial Business

Combination within the Completion Window, the funds then on deposit in the Trust Account, including interest earned on the funds held

in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption

of our Public Shares, as further described herein.

Any redemption of Public Shareholders from the Trust Account will be effected automatically

by function of our Amended and Restated Memorandum and Articles of Association prior to any voluntary winding up.

If we are required to

wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation

process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act.

In that case,

investors may be forced to wait beyond the duration of the Completion Window before the redemption proceeds of our Trust Account become

available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account.

We have no obligation

to return funds to investors prior to the date of our redemption or liquidation unless we consummate our Initial Business Combination

prior thereto and only then in cases where investors have sought to redeem their Class A Ordinary Shares.

Only upon our redemption or

any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our Initial Business Combination.

Our shareholders may be held liable for claims

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

If we are forced to enter into an insolvent liquidation,

any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date

on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business.

a liquidator could seek to recover some or all amounts received by our shareholders.

Furthermore, our directors may be viewed as having

breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our Company

to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

We cannot assure you that

claims will not be brought against us for these reasons.

We and our directors and officers who knowingly and willfully authorized or permitted

any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course

of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

We may not hold an annual general meeting until

after the consummation of our Initial Business Combination, which could delay the opportunity for our shareholders to appoint directors.

In accordance with Nasdaq corporate governance

requirements, we are required to hold an annual general meeting no later than one year after our first full fiscal year end following

our listing on Nasdaq.

There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint

Until we hold an annual general meeting, Public Shareholders may not be afforded the opportunity to appoint directors and to

discuss company affairs with management.

Our board of directors is divided into three classes with only one class of directors being appointed

in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

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, you will be unable to ascertain the merits or risks of any particular target business’s operations until we announce

an Initial Business Combination agreement.

Our efforts to identify a prospective Initial Business

Combination target will not be limited to a particular industry, sector or geographic region.

While we may pursue an Initial Business

Combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team and board of directors

to identify and acquire a business or businesses that can benefit from our management team and board of directors’ established global

relationships and operating experience.

Our management team and board of directors have extensive experience in identifying and executing

strategic investments globally and has done so successfully in a number of sectors.

Our Amended and Restated Memorandum and Articles of

Association prohibits us from effecting an Initial Business Combination with another blank check company or similar company with nominal

Because we have not yet selected any specific

target business with respect to an Initial Business Combination, there is no basis to evaluate the possible merits or risks of any particular

target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete

our Initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine.

example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be

affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

Although our officers

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

ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some

of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely

impact a target business.

We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to

investors than a direct investment, if such opportunity were available, in an Initial Business Combination target.

Accordingly, any Public

Shareholders who choose to remain shareholders following the Initial Business Combination could suffer a reduction in the value of their

Such Public Shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim

that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they

are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,

relating to the Initial Business Combination contained an actionable material misstatement or material omission.

We may seek Initial Business Combination opportunities

in industries or sectors that may be outside of our management’s areas of expertise.

We will consider an Initial Business Combination

outside of our management’s areas of expertise if an Initial Business Combination candidate is presented to us and we determine

that such candidate offers an attractive Initial Business Combination opportunity for our Company.

Although our management will endeavor

to evaluate the risks inherent in any particular Initial Business Combination candidate, we cannot assure you that we will adequately

ascertain or assess all of the significant risk factors.

We also cannot assure you that an investment in our securities will not ultimately

prove to be less favorable to investors than a direct investment, if an opportunity were available, in an Initial Business Combination

In the event we elect to pursue an Initial Business Combination outside of the areas of our management’s expertise, our

management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual

Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect

As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors.

any Public Shareholders who choose to remain shareholders following our Initial Business Combination could suffer a reduction in the value

of their shares.

Such Public Shareholders are unlikely to have a remedy for such reduction in value.

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.

Although we have identified general criteria and

guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our Initial Business

Combination will not have all of these positive attributes.

If we complete our Initial Business Combination with a target that does not

meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of

our general criteria and guidelines.

In addition, if we announce a prospective Initial Business Combination with a target that does not

meet our general criteria and guidelines, a greater number of Public Shareholders may exercise their redemption rights, which may make

it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount

In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business

or other reasons, it may be more difficult for us to attain shareholder approval of our Initial Business Combination if the target business

does not meet our general criteria and guidelines.

If we are unable to complete our Initial Business Combination, our Public Shareholders

may only receive 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.

We are not required to obtain an opinion

from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you 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.

Unless we complete our Initial Business Combination

with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses

(including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking

firm which is a member of FINRA or another independent entity that commonly renders valuation opinions stating that the consideration

to be paid by us in such an Initial Business Combination is fair to our Company from a financial point of view.

If no opinion is obtained,

our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally

accepted by the financial community.

Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable,

related to our Initial Business Combination.

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.

Our Amended and Restated Memorandum and Articles

of Association authorize 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 preference shares, par value $0.0001 per share.

As of December 31, 2021, there

are 467,025,000 and 41,756,250 authorized but unissued Class A Ordinary Shares and Class B ordinary shares, respectively, available

for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding Warrants or shares issuable

upon conversion of the Founder Shares.

The Founder Shares are automatically convertible into Class A Ordinary Shares concurrently with

or immediately following the consummation of our Initial Business Combination, initially at a one-for-one ratio but subject to adjustment

as set forth herein and in our Amended and Restated Memorandum and Articles of Association, including in certain circumstances in which

we issue Class A Ordinary Shares or equity-linked securities related to our Initial Business Combination.

Currently, there are no

preference shares issued and outstanding.

We may issue a substantial number of 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 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 as set forth therein.

However, our Amended and Restated Memorandum and Articles of Association provide, among other things, that prior to 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 a shareholder vote.

of additional ordinary or preference shares:

● may significantly dilute the equity interest of investors

in our Public Offering;

● may subordinate the rights of holders of Class A Ordinary

Shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares;

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

Class A 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.

Unlike some other similarly structured

SPACs, holders of our Founder Shares will receive additional Class A Ordinary Shares if we issue certain shares to consummate an Initial

Business Combination.

The Founder Shares will automatically convert

into Class A Ordinary Shares concurrently with or immediately following the consummation of our Initial Business Combination on a one-for-one basis,

subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to

further adjustment as provided in our Amended and Restated Memorandum and Articles of Association.

In the case that additional Class A

Ordinary Shares or equity-linked securities are issued or deemed issued in connection with our Initial Business Combination, the

number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number

of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by Public

Shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise

of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation

of the Initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible

into Class A Ordinary Shares issued, or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants

issued to our Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares

will never occur on a less than one-for-one basis.

Resources could be wasted in researching

Initial Business Combination opportunities that are not completed, which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

If we are unable to complete our Initial Business Combination, our Public Shareholders may

only receive 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.

We anticipate that the investigation of each specific

target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require

substantial management time and attention and substantial costs for accountants, attorneys, consultants and others.

If we decide not to

complete a specific Initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our Initial Business

Combination for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related costs

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

should consider carefully the risks and uncertainties described below, together with all of the other information contained in this Annual

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.

The risks and uncertainties

described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe

are not material, may also become important factors that adversely affect our business or results of operations.

Related to Our Business and Industry

ability to be successful depends upon the efforts of our Board and key personnel and the loss of such persons could negatively impact

the operations and profitability of our business.

ability to be successful will be dependent upon the efforts of our Board and key personnel.

We cannot assure you that our Board and key

personnel will be effective or successful or remain with us.

In addition to the other challenges they will face, such individuals may

be unfamiliar with the requirements of operating a public company, which could cause our management to expend time and resources becoming

familiar with such requirements.

uncertainty about the effect of the Transactions on our business, employees, customers, third parties with whom we have relationships,

and other third parties, including regulators, may have an adverse effect on us.

These uncertainties may impair our ability to attract,

retain and motivate key personnel.

The departure of key employees because of issues related to the uncertainty and difficulty of integration

or a desire not to remain with us could have a negative effect on our business, financial condition or results of operations.

limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

have a limited operating history in a rapidly evolving industry that may not develop in a manner favorable to our business.

business has grown rapidly, and much of that growth has occurred in recent periods, the markets for launch services, space systems, spacecraft

components and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to

our business.

As a result of our limited operating history and ongoing changes in our new and evolving industry, including evolving demand

for our products and services, our ability to forecast our future results of operations and plan for and model future growth is limited

and subject to a number of uncertainties.

We have encountered and expect to continue to encounter risks and uncertainties frequently

experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein.

Accordingly, we

may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays

arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts.

If we do not address these risks successfully, our results of operations could differ materially from our estimates and forecasts or

the expectations of investors or analysts, causing our business to suffer and our common stock price to decline.

we fail to manage our growth effectively, we may be unable to execute our business plan and our business, results of operations, and

financial condition could be harmed.

order to achieve the substantial future revenue growth we have projected, we must develop and market new products and services.

to expand our operations significantly.

To properly manage our growth, we will need to hire and retain additional personnel, upgrade

our existing operational management and financial and reporting systems, and improve our business processes and controls.

expansion will include:

and training new personnel;

new technologies;

● controlling

expenses and investments in anticipation of expanded operations;

the existing operational management and financial reporting systems and team to comply with requirements as a public company;

● implementing

and enhancing administrative infrastructure, systems and processes.

our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research

and development, customer and commercial strategy, products and services, supply, and manufacturing functions.

These efforts will require

us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience

We will also need to continue to leverage our manufacturing and operational systems and processes, and there is no guarantee

that we will be able to scale the business as currently planned or within the planned timeframe.

The continued expansion of our business

may also require additional manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee

that we will be able to find suitable locations for the manufacture of our space vehicles and related equipment.

continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in

hiring and training employees, finding manufacturing capacity to produce our space vehicles and related equipment, and delays in production.

These difficulties may divert the attention of management and key employees and impact financial and operational results.

If we are unable

to complete our Initial Business Combination, our Public Shareholders may only receive 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.

We may engage in an Initial 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.

In light of the involvement of our Sponsor, officers

and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, officers, directors or

existing holders.

Our directors also serve as officers and board members for other entities, including, without limitation, those described

under “ Directors, Executive Officers & Corporate Governance — Conflicts of Interest .” Such entities may compete

with us for Initial Business Combination opportunities.

Although we are not be specifically focusing on, or targeting, any transaction

with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for an

Initial Business Combination and such transaction was approved by a majority of our independent and disinterested directors.

agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm

regarding the fairness to our Company of the consideration to be paid by us from a financial point of view of an Initial Business Combination

with one or more domestic or international businesses affiliated with our Sponsor, officers, directors or existing holders, potential

conflicts of interest still may exist and, as a result, the terms of the Initial Business Combination may not be as advantageous to our

Public Shareholders as they would be absent any conflicts of interest.

Since our Sponsor, officers and directors

will lose their entire investment in us if our Initial Business Combination is not completed (other than with respect to Public Shares

they acquire during or after our Public Offering), a conflict of interest may arise in determining whether a particular target is appropriate

for our Initial Business Combination.

In February 2021, our Sponsor paid $25,000,

or approximately $0.003 per share, to cover certain of our offering costs in exchange for 7,187,500 Founder Shares.

Subsequently on March

5, 2021, we effected a 1.2 to 1 share recapitalization with respect to our Class B ordinary shares, as a result of which our Sponsor held

8,625,000 Founder Shares.

Up to 1,125,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the

underwriters’ over-allotment option was exercised.

On October 29, 2021, as a result of the partial exercise of the over-allotment

option, the Sponsor forfeited 381,250 of these Founder Shares and the remaining Founder Shares are no longer subject to forfeiture.

Prior to the initial investment in the Company

of $25,000 by the Sponsor, the Company had no assets, tangible or intangible.

The purchase price of the Founder Shares was determined

by dividing the amount of cash contributed to the Company by the number of Founder Shares issued.

The number of Founder Shares outstanding

was determined such that Founder Shares represent 20% of the outstanding shares after the Public Offering.

The Founder Shares will be

worthless if we do not complete an Initial Business Combination.

Additionally, each of the Anchor Investors has entered into a separate

agreement with our Sponsor and certain of its members pursuant to which, subject to the conditions set forth therein, each such investor

agreed to purchase equity interests in our Sponsor from such members representing an indirect beneficial interest in Founder Shares.

a result of the indirect beneficial interest in Founder Shares that our Anchor Investors hold, they may have different interests with

respect to a vote on an Initial Business Combination than other Public Shareholders.

In addition, our Sponsor has purchased an aggregate

of 6,845,000 Private Placement Warrants for an aggregate purchase price of $6,845,000, or $1.00 per Private Placement Warrant.

Placement Warrants will also be worthless if we do not complete our Initial Business Combination.

The personal and financial interests

of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an

Initial Business Combination and influencing the operation of the business following the Initial Business Combination.

This risk may become

more acute as the 24-month anniversary of our IPO nears, which is the deadline for our completion of an Initial Business Combination.

We may issue notes or other debt securities,

or otherwise incur substantial debt, to complete an Initial Business Combination, which may adversely affect our leverage and financial

condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date

of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt in the future, we may choose

to incur substantial debt to complete our Initial Business Combination.

We and our officers have agreed that we will not incur any indebtedness

unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust

As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account.

Nevertheless,

the incurrence of debt could have a variety of negative effects, including:

● default and foreclosure on our assets if our operating revenues

after an Initial 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 is payable on demand;

● our inability to obtain necessary additional financing if

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

● our inability to pay dividends on our Class A Ordinary Shares;

● using a substantial portion of our cash flow to pay principal

and interest on our debt, which will reduce the funds available for dividends on our Class A Ordinary Shares if declared, expenses, capital

expenditures, acquisitions and other general corporate purposes;

● limitations on our flexibility in planning for and reacting

to changes in our business and in the industry in which we operate;

● increased vulnerability to adverse changes in general economic,

industry and competitive conditions and adverse changes in government regulation;

● limitations on our ability to borrow additional amounts for

expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages

compared to our competitors who have less debt.

We may only be able to complete one Initial

Business Combination with the proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, which will cause

us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability.

The net proceeds from our Public Offering and the sale of the Private Placement

Warrants provided us with approximately $318,208,750 that we may use to complete our Initial Business Combination (after taking into

account the $11,541,250 of deferred underwriting commissions being held in the Trust Account).

We may effectuate our Initial Business Combination

with a single target business or multiple target businesses simultaneously or within a short period of time.

However, we may not be able

to effectuate our Initial Business Combination with more than one target business because of various factors, including the existence

of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating

results and the financial condition of several target businesses as if they had been operated on a combined basis.

By completing our Initial

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,

property or asset, 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

numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry

in which we may operate subsequent to our Initial Business Combination.

We may attempt to simultaneously complete

Initial 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.

If we determine to simultaneously acquire several

businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent

on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete

our Initial Business Combination.

With multiple Initial Business Combinations, we could also face additional risks, including additional

burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and

the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies

in a single operating business.

If we are unable to adequately address these risks, it could negatively impact our profitability and results

of operations.

We are likely to attempt to complete our

Initial Business Combination with a private company about which little information is publicly available, which may result in an Initial

Business Combination with a company that is not as profitable as we suspected, if at all.

In pursuing our business combination strategy,

we are likely to seek to effectuate our Initial Business Combination with a privately held company.

Very little public information generally

exists about private companies, and we could be required to make our decision on whether to pursue a potential Initial Business Combination

on the basis of limited information, which may result in an Initial Business Combination with a company that is not as profitable as we

suspected, if at all.

We do not have a specified maximum redemption

The absence of such a redemption threshold may make it possible for us to complete our Initial Business Combination with which

a substantial majority of our shareholders do not agree.

Our Amended and Restated Memorandum and Articles

of Association provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less

than $5,000,001.

In addition, our proposed Initial Business Combination may impose a minimum cash requirement for:

(i) cash consideration

to be paid to the target or its owners;

(ii) cash for working capital or other general corporate purposes;

or (iii) the retention

of cash to satisfy other conditions.

Except for the foregoing requirements, we do not have a specified maximum redemption threshold.

a result, we may be able to complete our Initial Business Combination even though a substantial majority of our Public Shareholders do

not agree with the transaction and have redeemed their Public Shares or, if we seek shareholder approval of our Initial Business Combination

and do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, have entered into

privately negotiated agreements to sell their Public Shares to our Sponsor, officers, directors, advisors or any of their affiliates.

In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption

plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Initial Business Combination exceed the aggregate

amount of cash available to us, we will not complete the Initial Business Combination or redeem any Public Shares, all Public Shares submitted

for redemption will be returned to the holders thereof, and we instead may search for an alternate Initial Business Combination.

In order to effectuate an Initial Business

Combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments, including their

warrant agreements.

We cannot assure you that we will not seek to amend our Amended and Restated Memorandum and Articles of Association

or governing instruments in a manner that will make it easier for us to complete our Initial Business Combination that our shareholders

may not support.

In order to effectuate a business combination,

SPACs have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements.

For example, SPACs have amended the definition of business combination, increased redemption thresholds and extended the time to consummate

an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged

for cash and/or other securities.

Amending our Amended and Restated Memorandum and Articles of Association will require a special resolution

under Cayman Islands law, being the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote

at a general meeting of the Company, and amending our warrant agreement will require a vote of holders of at least 50% of the Public Warrants

and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with

respect to the Private Placement Warrants, 50% of the then outstanding Private Placement Warrants.

In addition, our Amended and Restated

Memorandum and Articles of Association requires us to provide our Public Shareholders with the opportunity to redeem their Public Shares

for cash if we propose an amendment to our Amended and Restated Memorandum and Articles of Association (A) to modify the substance

or timing of our obligation to allow redemption in connection with our Initial Business Combination or to redeem 100% of our Public Shares

if we do not complete an Initial Business Combination within the Completion Window or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-Initial Business Combination activity.

To the extent any of such amendments would be deemed

to fundamentally change the nature of our outstanding securities, we would register, or seek an exemption from registration for, the affected

We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate

an Initial Business Combination in order to effectuate our Initial Business Combination.

The provisions of our Amended and Restated

Memorandum and Articles of Association that relate to our pre-Initial Business Combination activity (and corresponding provisions of

the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of not less than two-thirds

of our ordinary shares who attend and vote at a general meeting of the Company (or 65% of our ordinary shares with respect to amendments

to the trust agreement governing the release of funds from our Trust Account), which is a lower amendment threshold than that of some

It may be easier for us, therefore, to amend our Amended and Restated Memorandum and Articles of Association to facilitate

the completion of an Initial Business Combination that some of our shareholders may not support.

Our Amended and Restated Memorandum and Articles

of Association provide that any of its provisions related to pre-Initial Business Combination activity (including the requirement

not to release the amounts deposited in the Trust Account except in specified circumstances, and to provide redemption rights to Public

Shareholders as described herein) may be amended if approved by special resolution, under Cayman Islands law being the affirmative vote

of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the Company, and corresponding

provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of

our ordinary shares.

Our Sponsor, who beneficially owns 20% of our ordinary shares, will participate in any vote to amend our Amended

and Restated Memorandum and Articles of Association and/or trust agreement and will have the discretion to vote in any manner it chooses.

As a result, we may be able to amend the provisions of our Amended and Restated Memorandum and Articles of Association which govern our

pre-Initial Business Combination behavior more easily than some other SPACs, and this may increase our ability to complete an Initial

Business Combination with which you do not agree.

Our shareholders may pursue remedies against us for any breach of our Amended and Restated

Memorandum and Articles of Association.

Our Sponsor, 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 obligation to allow redemption in connection with our Initial Business

Combination or to redeem 100% of our Public Shares if we do not complete our Initial Business Combination within the Completion Window

or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business Combination activity,

unless we provide our Public Shareholders with the opportunity to redeem 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 earned on

the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public

Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the

ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements.

As a result, in the event of

a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

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 Initial Business Combination.

We have not selected any specific Initial Business

Combination target but we are targeting businesses with enterprise values that are greater than we could acquire with the net proceeds

of our Public Offering and the sale of the Private Placement Warrants.

As a result, if the cash portion of the purchase price exceeds

the amount available from the Trust Account, net of amounts needed to satisfy any redemption by Public Shareholders, we may be required

to seek additional financing to complete such proposed Initial Business Combination.

We cannot assure you that such financing will be

available on acceptable terms, if at all.

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

Initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular Initial Business

Combination and seek an alternative target business candidate.

Further, we may be required to obtain additional financing in connection

with the closing of our Initial Business Combination for general corporate purposes, including for maintenance or expansion of operations

of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our Initial Business

Combination, or to fund the purchase of other companies.

If we are unable to complete our Initial Business Combination, our Public Shareholders

may only receive 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.

In addition, even if we do not need additional financing to complete our Initial Business Combination,

we may require such 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 officers, directors or shareholders

is required to provide any financing to us in connection with or after our Initial Business Combination.

Our Sponsor controls a substantial interest

in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

Our Sponsor and its affiliates own approximately

27% of our issued and outstanding ordinary shares.

Accordingly, they may exert a substantial influence on actions requiring a shareholder

vote, potentially in a manner that you do not support, including amendments to our Amended and Restated Memorandum and Articles of Association.

If our Sponsor, officers, directors or their affiliates purchase any additional Class A Ordinary Shares in the aftermarket or in privately

negotiated transactions, this would increase their control.

Neither our Sponsor or its affiliates, nor, to our knowledge, any of our officers

or directors, have any current intention to purchase additional securities.

Factors that would be considered in making such additional

purchases would include consideration of the current trading price of our Class A Ordinary Shares.

In addition, our board of directors,

whose members were appointed by our Sponsor, is divided into three classes, each of which generally serves for a term for three years

with only one class of directors being appointed in each year.

We may not hold an annual or extraordinary general meeting to appoint new

directors prior to the completion of our Initial Business Combination, in which case all of the current directors will continue in office

until at least the completion of the Initial Business Combination.

If there is an annual general meeting, as a consequence of our “staggered”

board of directors, only a minority of the board of directors will be considered for appointment and our Sponsor and its affiliates, because

of their ownership position, will have considerable influence regarding the outcome.

Accordingly, our Sponsor and its affiliates will

continue to exert control at least until the completion of our Initial Business Combination.

Since our Anchor Investors have an indirect

beneficial interest in Founder Shares held by our Sponsor, a conflict of interest may arise in determining whether a particular target

business is appropriate for our Initial Business Combination.

Our Anchor Investors are also members of our Sponsor

with an indirect beneficial interest in Founder Shares held by our Sponsor.

These Anchor Investors, through their interests in the Sponsor,

will share in any appreciation of the Founder Shares, provided that we successfully complete an Initial Business Combination.

our Anchor Investors’ interests in the Founder Shares held by our Sponsor may provide them with an incentive to vote any Public

Shares they own in favor of an Initial Business Combination, and make a substantial profit on such interests, even if the Initial Business

Combination is with a target that ultimately declines in value and is not profitable for other Public Shareholders.

Because we must furnish our shareholders

with target business financial statements, we may lose the ability to complete an otherwise advantageous Initial Business Combination

with some prospective target businesses.

The federal proxy rules require that the proxy

statement with respect to the vote on an Initial Business Combination include historical and pro forma financial statement disclosure.

We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required

under the tender offer rules.

These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting

principles generally accepted in the United States (“ GAAP ”) or international financial reporting standards as

issued by the International Accounting Standards Board (“ IFRS ”) depending on the circumstances and the historical financial

statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States)

These financial statement requirements may limit the pool of potential target businesses we may acquire

because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with

federal proxy rules and complete our Initial Business Combination within the prescribed time frame.

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.

Section 404 of the Sarbanes-Oxley Act

requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the

year ending December 31, 2022.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer

qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

For as long as we remain an emerging growth company, we will not be required

to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome

on us as compared to other public companies because a target business with which we seek to complete our Initial Business Combination

may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development

of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary

to complete any such Initial Business Combination.

We may engage the underwriters of our Initial

Public Offering or one of their affiliates to provide additional services to us, which may include acting as financial advisor in connection

with an Initial Business Combination or as placement agent in connection with a related financing transaction.

The underwriters of our

Initial Public Offering are entitled to receive deferred commissions that will be released from the Trust Account only on completion of

an Initial Business Combination.

These financial incentives may cause the underwriters of our Initial Public Offering to have potential

conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation

of an Initial Business Combination.

We may engage the underwriters of our Initial Public Offering or one

of their affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory

services, acting as a placement agent in a private offering or arranging debt financing.

We may pay the underwriters or their affiliates

fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation.

The underwriters

are also entitled to receive deferred commissions that are conditioned on the completion of an Initial Business Combination.

that the underwriters or their affiliates’ financial interests are tied to the consummation of an Initial Business Combination may

give rise to potential conflicts of interest in providing any such additional services.

Risks Relating to the Post-Business Combination

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 our share price, which could cause you to lose some

or all of your investment.

Even if we conduct due diligence on a target business with which we

combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business,

that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target

business and outside of our control will not later arise.

As a result of these factors, we may be forced to later write-down or write-off assets,

restructure our operations, or incur impairment or other charges that could result in our reporting losses.

Even if our due diligence

successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent

with our preliminary risk analysis.

Even though these charges may be non-cash items and not have an immediate impact on our liquidity,

the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.

charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt

held by a target business or by virtue of our obtaining debt financing to partially finance the Initial Business Combination or thereafter.

Accordingly, any Public Shareholders who choose to remain shareholders following the Initial Business Combination could suffer a reduction

in the value of their shares.

Such Public Shareholders are unlikely to have a remedy for such reduction in value unless they are able

to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty

owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer

materials, as applicable, relating to the Initial Business Combination contained an actionable material misstatement or material omission.

The officers and directors of an acquisition

candidate may resign upon completion of our Initial Business Combination.

The loss of an Initial Business Combination target’s key

personnel could negatively impact the operations and profitability of the post-transaction company.

The role of an acquisition candidate’s key

personnel upon the completion of our Initial Business Combination cannot be ascertained at this time.

Although we contemplate that certain

members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our Initial

Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

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 structure our Initial Business Combination

so that the post-transaction company in which our Public Shareholders own shares will own less than 100% of the equity interests or assets

of a target business, but we will only complete such Initial Business Combination if the post-transaction company owns or acquires 50%

or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us

not to be required to register as an investment company under the Investment Company Act.

We will not consider any transaction that does

not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders

prior to the Initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations

ascribed to the target and us in the Initial Business Combination.

For example, we could pursue a transaction in which we issue a substantial

number of new Class A Ordinary Shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.

In this case, we would acquire a 100% interest in the target.

However, as a result of the issuance of a substantial number of new Class

A Ordinary Shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding

Class A Ordinary Shares subsequent to such transaction.

In addition, other minority shareholders may subsequently combine their holdings

resulting in a single person or group obtaining a larger share of the post-transaction company’s shares than we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

We may have a limited ability to assess

the management of a prospective target business and, as a result, may effect our Initial Business Combination with a target business whose

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

When evaluating the desirability of effecting our Initial Business

Combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack

of time, resources or information.

Our assessment of the capabilities of the target business’s management, therefore, may prove

to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target business’ management

not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business

may be negatively impacted.

Accordingly, any Public Shareholders who choose to remain shareholders following the Initial Business Combination

could suffer a reduction in the value of their shares.

Such Public Shareholders are unlikely to have a remedy for such reduction in value

unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or

other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation

or tender offer materials, as applicable, relating to the Initial Business Combination contained an actionable material misstatement or

material omission.

Our Initial Business Combination and our

structure thereafter may not be tax-efficient to our shareholders and warrant holders.

As a result of our Initial Business Combination,

our tax obligations may be more complex, burdensome and/or uncertain.

Although we will attempt to structure our Initial

Business Combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain

and may change, and we may prioritize commercial and other considerations over tax considerations.

For example, in connection with our

Initial Business Combination and subject to any requisite shareholder approval, we may:

structure our Initial Business Combination in

a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes;

effect an Initial Business Combination

with a target company in another jurisdiction;

or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction

in which the target company or business is located).

We do not intend to make any cash distributions to shareholders or warrant holders

to pay taxes in connection with our Initial Business Combination or thereafter.

Accordingly, a shareholder or a warrant holder may need

to satisfy any liability resulting from our Initial Business Combination with cash from its own funds or by selling all or a portion of

the securities received.

In addition, shareholders and warrant holders may also be subject to additional income, withholding or other

taxes with respect to their ownership of us after our Initial Business Combination.

In addition, we may effect an Initial Business

Combination with a target company that has business operations outside of the United States, and possibly, business operations in

multiple jurisdictions.

If we effect such an Initial Business Combination, we could be subject to significant income, withholding and

other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.

Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations

federal, state, local and non-U.S.

taxing authorities.

This additional complexity and risk could have an adverse effect on our

after-tax profitability and financial condition.

Risks Relating to Acquiring and Operating a

Business in Foreign Countries

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

If we pursue a target company with operations

or opportunities outside of the United States for our Initial Business Combination, we may face additional burdens in connection

with investigating, agreeing to and completing such Initial Business Combination, and if we effect such Initial Business Combination,

we would be subject to a variety of additional risks that may negatively impact our operations.

If we pursue a target a company with operations

or opportunities outside of the United States for our Initial Business Combination, we would be subject to risks associated with

cross-border business combinations, including in connection with investigating, agreeing to and completing our Initial Business Combination,

conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies

and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our Initial Business Combination

with such a company, we would be subject to any special considerations or risks associated with companies operating in an international

setting, including any of the following:

● costs and difficulties inherent in managing cross-border business

● rules and regulations regarding currency redemption;

● complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations

may be effected;

● exchange listing and/or delisting requirements;

● tariffs and trade barriers;

● regulations related to customs and import/export matters;

● local or regional economic policies and market conditions;

● unexpected changes in regulatory requirements;

● challenges in managing and staffing international operations;

● longer payment cycles;

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

laws as compared to the United States;

● currency fluctuations and exchange controls;

● rates of inflation;

● challenges in collecting accounts receivable;

● cultural and language differences;

● employment regulations;

● underdeveloped or unpredictable legal or regulatory systems;

● corruption;

● protection of intellectual property;

● social unrest, crime, strikes, riots and civil disturbances;

● regime changes and political upheaval;

● terrorist attacks and wars;

● deterioration of political relations with the United States.

We may not be able to adequately address these additional risks.

we are unable to do so, we may be unable to complete such Initial Business Combination, or, if we complete such Initial Business Combination,

our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

We may re-incorporate in another jurisdiction

in connection with our Initial Business Combination and such re-registration may result in taxes imposed on shareholders or warrant

We may, in connection with our Initial Business

Combination and subject to requisite shareholder approval by special resolution under the Companies Act, re-register in the jurisdiction

in which the target company or business is located or in another jurisdiction.

The transaction may require a shareholder or warrant holder

to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are

resident if it is a tax transparent entity.

We do not intend to make any cash distributions to shareholders or warrant holders to pay

Shareholders and warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us

after the re-registration.

We may reincorporate in 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.

In connection with our Initial Business Combination,

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 may govern some or all of our future 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.

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.

Following our Initial Business Combination, our management may resign

from their positions as officers or directors of the Company and the management of the target business at the time of the Initial Business

Combination will remain in place.

Management of the target business may not be familiar with United States securities laws.

management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such

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

Exchange rate fluctuations and currency

policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S.

revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if

any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our target regions fluctuate

and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency

against our reporting currency may affect the attractiveness of any target business or, following consummation of our Initial Business

Combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value against the dollar prior

to the consummation of our Initial Business Combination, the cost of a target business as measured in dollars will increase, which may

make it less likely that we are able to consummate such transaction.

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.

The economic, political and social conditions,

as well as government policies, of the country in which our operations are located could affect our business.

Economic growth could be

uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

If in the future

such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in

certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our ability to find

an attractive target business with which to consummate our Initial Business Combination and if we effect our Initial Business Combination,

the ability of that target business to become profitable.

Risks Relating to our Management Team

We are dependent upon our officers and directors

and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively

small group of individuals and, in particular, our officers and directors.

We believe that our success depends on the continued service

of our officers and directors, at least until we have completed our Initial Business Combination.

In addition, our officers and directors

are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating

their time among various business activities, including identifying potential Initial Business Combinations and monitoring the related

due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our ability to successfully effect our Initial

Business Combination and to be successful thereafter will be 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.

Our ability to successfully effect our Initial

Business Combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target business, however,

cannot presently be ascertained.

Although some of our key personnel may remain with the target business in senior management or advisory

positions following our Initial Business Combination, it is likely that some or all of the management of the target business will remain

While we intend to closely scrutinize any individuals we engage after our Initial Business Combination, we cannot assure you

that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating

a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment

or consulting agreements with a target business in connection with a particular Initial Business Combination, and a particular Initial

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 Initial Business Combination is the most advantageous.

Our key personnel may be able to remain with our

Company after the completion of our Initial Business Combination only if they are able to negotiate employment or consulting agreements

in connection with the Initial Business Combination.

Such negotiations would take place simultaneously with the negotiation of the Initial

Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities

for services they would render to us after the completion of the Initial Business Combination.

Such negotiations also could make such

key personnel’s retention or resignation a condition to any such agreement.

The personal and financial interests of such individuals

may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands

Our officers and directors will 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.

Our officers and directors are not required to, do not, and will not,

commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and

our search for an Initial Business Combination and their other businesses.

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

to the completion of our Initial Business Combination.

Each of our officers is engaged in other business endeavors for which he may be

entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

Our independent directors also serve as officers and board members for other entities.

If our officers’ and directors’ other

business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could

limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our Initial Business Combination.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an Initial Business Combination

However, we do not believe that any such potential conflicts would materially affect our ability to complete our Initial Business

For a complete discussion of our officers’ and directors’ other business affairs, please see “ Directors,

Executive Officers and Corporate Governance .”

Our officers and directors presently have,

and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts

of interest in determining to which entity a particular business opportunity should be presented.

Until we consummate our Initial Business Combination, we intend to

continue engaging in the business of identifying and combining with one or more businesses.

Each of our officers and directors presently

has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such

officer or director is or will be required to present an Initial Business Combination opportunity to such entities.

Accordingly, they

may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

These conflicts may

not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject

to their fiduciary duties under Cayman Islands law.

Our Amended and Restated Memorandum and Articles of Association provide that, to the

fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and

to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities

or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate

in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on

In addition, our Sponsor and our officers and directors may sponsor

or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an Initial

Business Combination.

As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present

Initial Business Combination opportunities to us or to any other SPAC with which they may become involved.

Any such companies, businesses

or investments may present additional conflicts of interest in pursuing an Initial Business Combination target.

However, we do not believe

that any such potential conflicts would materially affect our ability to complete our Initial Business Combination.

For a complete discussion of our officers’

and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “ Directors,

Executive Officers and Corporate Governance ” and “ Certain Relationships and Related Party Transactions, and Director

Independence .”

Our officers, directors, security holders

and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits

our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment

to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into an Initial

Business Combination with a target business that is affiliated with our Sponsor, our directors or officers, although we do not intend

Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities

of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

Any such companies, businesses or investments

may present additional conflicts of interest in pursuing an Initial Business Combination target.

However, we do not believe that any such

potential conflicts would materially affect our ability to complete our Initial Business Combination.

The personal and financial interests of our directors

and officers may influence their motivation in timely identifying and selecting a target business and completing an Initial Business Combination.

Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in

a conflict of interest when determining whether the terms, conditions and timing of a particular Initial Business Combination are appropriate

and in our shareholders’ best interest.

If this were the case, it could be a breach of their fiduciary duties to us as a matter

of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’

See the section titled “ Directors, Executive Officers and Corporate Governance — Conflicts of Interest ”

for further information.

We might not ultimately be successful in any claim we may make against them for such reason.

Members of our management team and board

of directors have significant experience as board members, officers or executives of other companies.

As a result, certain of those persons

have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies

with which they were, are, or may in the future be, affiliated.

This may have an adverse effect on us, which may impede our ability to

consummate an Initial Business Combination.

During the course of their careers, members of

our management team and board of directors have had significant experience as board members, officers or executives of other companies.

As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved

in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by

such companies.

Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention

and resources away from identifying and selecting a target business or businesses for our Initial Business Combination and may negatively

affect our reputation, which may impede our ability to complete 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.

Members of our management team have been (and

intend to be) involved in a wide variety of businesses.

Such involvement has, and may lead to, media coverage and public awareness.

a result, 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.

Any such claims or investigations may be detrimental to our reputation and could

negatively affect our ability to identify and complete an Initial Business Combination and may have an adverse effect on the price of

our securities.

Our letter agreement with our Sponsor, officers

and directors may be amended without shareholder approval.

Our letter agreement with our Sponsor, officers

and directors contains provisions relating to transfer restrictions of our Founder Shares and Private Placement Warrants, indemnification

of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account.

The letter agreement

may be amended without shareholder approval (although releasing the parties from the restriction not to transfer the Founder Shares for

185 days following the date of pricing of the Initial Public Offering will require the prior written consent of the underwriter).

While we do not expect our board to approve any amendment to the letter agreement prior to our Initial Business Combination, it may be

possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments

to the letter agreement.

Any such amendments to the letter agreement would not require approval from our shareholders and may have an

adverse effect on the value of an investment in our securities.

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 SPACs has changed in ways adverse to us and our management team.

Fewer insurance companies are offering quotes for directors and officers

liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become

less favorable.

These trends may continue into the future.

The increased cost and decreased availability

of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an Initial Business

In order to obtain directors and officers liability insurance or modify its coverage, we 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 our ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an Initial Business Combination,

our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior

to the Initial Business Combination.

As a result, in order to protect our directors and officers, we may 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-transaction company, and could interfere with or frustrate our ability to consummate an Initial Business Combination on terms

favorable to our investors.

Risks Relating to our Securities

You will not have any rights or interests

in funds from the Trust Account, except under certain limited circumstances.

Therefore, to liquidate your investment, you may be forced

to sell your Public Shares or Public Warrants, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the

Trust Account only upon the earliest to occur of:

(i) our completion of an Initial Business Combination, and then only in connection

with those Public Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described

(ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Amended and

Restated Memorandum and Articles of Association (A) to modify the substance or timing of our obligation to allow redemption in connection

with our Initial Business Combination or to redeem 100% of our Public Shares if we do not complete our Initial Business Combination by

September 24, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business

Combination activity;

and (iii) the redemption of our Public Shares if we are unable to complete an Initial Business Combination

by September 24, 2023, subject to applicable law and as further described herein.

In no other circumstances will a Public Shareholders

have any right or interest of any kind in the Trust Account.

Holders of Warrants will not have any right to the proceeds held in the Trust

Account with respect to the Warrants.

Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public

Warrants, potentially at a loss.

Nasdaq may delist our securities from trading

on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading

restrictions.

Our Units, Public Shares and Public Warrants are listed on Nasdaq.

Although we met the minimum initial listing standards set forth in Nasdaq listing standards at the time of the Initial Public Offering,

we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our Initial Business Combination.

In order to continue listing our securities on Nasdaq prior to our Initial Business Combination, we must maintain certain financial, distribution

and share price levels.

Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum

number of holders of our securities (generally 300 public holders).

Additionally, in connection with our Initial Business Combination,

we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s

continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

For instance, our share price

would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least

$5,000,000 and we would be required to have a minimum of 300 round lot holders of our securities, with at least 50% of such round lot

holders holding securities with a market value of at least $2,500.

We cannot assure you that we will be able to meet those initial listing

requirements at that time.

If Nasdaq delists our securities from trading

on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be

quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our Class A Ordinary Shares are a “penny

stock” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result

in a reduced level of trading activity in the secondary trading market for our securities;

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

The National Securities Markets Improvement Act

of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred

to as “covered securities”.

Because our Units, Public Shares and Public Warrants are listed on Nasdaq, our Units, Public Shares

and Public Warrants qualify as covered securities under the statute.

Although the states are preempted from regulating the sale of our

securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding

of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

While we are not aware

of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State

of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these

powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer listed on Nasdaq, our

securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer

our securities.

The nominal purchase price paid by our Sponsor

for the Founder Shares may significantly dilute the implied value of your Public Shares in the event we complete an Initial Business Combination.

In addition, the value of the Sponsor’s Founder Shares will be significantly greater than the amount our Sponsor paid to purchase

such shares in the event we complete an Initial Business Combination, even if the Initial Business Combination causes the trading price

of our Class A Ordinary Shares to materially decline.

Our Sponsor invested an aggregate of $6,870,000 in us in connection

with our Initial Public Offering, comprised of the $25,000 purchase price for the Founder Shares and the $6,845,000 purchase price for

the Private Placement Warrants.

We offered our Units to the public at an offering price of $10.00 per Unit, and the amount in our Trust

Account was initially $10.00 per Public Share, implying an initial value of $10.00 per Public Share.

However, because the Sponsor paid

only a nominal purchase price of approximately $0.003 per Founder Shares, the value of your Public Shares may be significantly diluted

as a result of the automatic conversion of our Sponsor’s Founder Shares into Class A Ordinary Shares upon our completion of an Initial

Business Combination.

The following table shows the Public Shareholders’ and our Sponsor’s

investment per share and how these compare to the implied value of one Class A Ordinary Share upon the completion of our Initial

Business Combination.

The following table assumes that (i) our valuation is $318,208,750 (which is the amount we would have in the

Trust Account for our Initial Business Combination net of deferred underwriting commissions), (ii) no interest is earned on the funds

held in the Trust Account, (iii) no Public Shares are redeemed in connection with our Initial Business Combination and (iv) all

Founder Shares are held by our Sponsor upon completion of our Initial Business Combination, and does not take into account other potential

impacts on our valuation at the time of the Initial Business Combination, such as (i) the value of our Public Warrants and Private

Placement Warrants, (ii) the trading price of our Class A Ordinary Shares, (iii) the Initial Business Combination transaction

costs (other than the payment of $11,541,250 of deferred underwriting commissions), (iv) any equity issued or cash paid to the target’s

sellers, (v) any equity issued to other third party investors, or (vi) the target’s business itself.

Class A Ordinary Shares held by Public Shareholders

32,975,000 shares

Class B ordinary shares held by initial shareholders

8,243,750 shares

Total ordinary shares

41,218,750 shares

Total funds in trust at the Initial Business Combination (net of deferred underwriting commissions)

$ 318,208,750

Public shareholders’ investment per Class A ordinary share (1)

Our initial shareholder’s investment per Class B ordinary share

Implied value per Class A ordinary share upon the Initial Business Combination (3)

(1) While the Public Shareholders’ investment is in both the

Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

(3) All Founder Shares would automatically convert into Class A

Ordinary Shares upon completion of 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 ordinary shares at such time is substantially less than $10.00 per share.

Our Sponsor invested in us an aggregate of $6,870,000, comprised of

the $25,000 purchase price for the Founder Shares and the $6,845,000 purchase price for the Private Placement Warrants.

Assuming a trading

price of $10.00 per share upon consummation of our Initial Business Combination, the 8,243,750 Founder Shares would have an aggregate

implied value of $82,437,500.

Even if the trading price of our ordinary shares were as low as $0.84 per share, and the Private Placement

Warrants are worthless, the value of the Founder Shares would be equal to the Sponsor’s initial investment in us.

As a result, our

Sponsor is likely to be able to make a substantial profit on their investment in us at a time when our Public Shares have lost significant

Accordingly, our management team, which owns interests in us and our Sponsor, may be more willing to pursue an Initial Business

Combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share

price for the Founder Shares as our Public Shareholders paid for their Public Shares.

This dilution would increase to the extent that

the anti-dilution provisions of the Founder Shares result in the issuance of Class A Ordinary Shares on a greater than one-to-one basis

upon conversion of the Founder Shares at the time of our Initial Business Combination and would become exacerbated to the extent that

Public Shareholders seek redemptions from the trust for their Public Shares.

In addition, because of the anti-dilution protection

in the Founder Shares, any equity or equity-linked securities issued in connection with our Initial Business Combination would be

disproportionately dilutive to our Class A Ordinary Shares.

There is currently a limited market for

our securities, and subsequent to the completion our Initial Business Combination, the market for our securities, and the public float

of those securities, may continue to be limited, which would adversely affect the liquidity and price of our securities.

There is currently a limited market for our securities.

The price of our securities may vary significantly due to one or more potential Initial Business Combinations and general market or economic

Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained.

If, in connection with our Initial Business Combination,

a large number of our Public Shareholders redeem their Public Shares for cash, the public float of our securities may be reduced, which

could cause significant material adverse consequences including reduced liquidity for our securities, limited news and analyst coverage,

decreased ability to issue additional securities or obtain additional financing in the future and increased difficulty in obtaining or

maintaining the quotation, listing or trading of our securities on a national securities exchange.

Participation in our Public Offering by

our anchor investors may have reduced the public float for our Public Shares.

An aggregate of 12 qualified institutional buyers

(“ Anchor Investors ”) expressed an interest to purchase an aggregate of approximately $322.3 million of the Units to

be sold in the IPO.

None of the Anchor Investors expressed an interest in purchasing more than 9.9% of the Units to be sold in the IPO.

The Anchor Investors were allocated and purchased a total of 29,540,000 Units or 98.5% of the Units sold in the IPO.

One of the Anchor

Investors, Kingstown 1740 Fund, LP, is an affiliate of the Sponsor, and was allocated and purchased 2,900,000 Units.

Such purchases may

have reduced the available public float for our Public Shares.

Any such reduction in our available public float may consequently reduce

the trading volume, volatility and liquidity of our Public Shares relative to what they would have been had such Public Shares been purchased

by public investors.

Because we are incorporated under the laws

of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.

Federal courts may be limited.

We are an exempted company incorporated under

the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within the United States

upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by our Amended

and Restated Memorandum and Articles of Association, the Companies Act (as the same may be supplemented or amended from time to time)

and the common law of the Cayman Islands.

We are also subject to the federal securities laws of the United States.

The rights of

shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors

to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law of the Cayman Islands

is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions

of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and

the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial

precedent in some jurisdictions in the United States.

In particular, the Cayman Islands has a different body of securities laws as

compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies

of corporate law.

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal

court of the United States.

We have been advised by Maples and Calder, our

Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely:

(i) to recognize or enforce against us judgments

of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States

or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil

liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those

provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments

obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign

court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes

upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign

judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in

respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds

of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the

Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court may stay

enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, Public Shareholders

may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or

controlling shareholders than they would as public shareholders of a United States company.

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, investors may not be able to enforce federal securities laws or their other legal rights.

It is possible 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 not possible, for investors in the United States

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

courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

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 contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best

These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of

and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that

otherwise could involve payment of a premium over prevailing market prices for our securities.

Our Amended and Restated Memorandum and

Articles of Association 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.

Our Amended and Restated Memorandum and Articles

of Association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall

have exclusive jurisdiction over any claim or dispute arising out of or in connection with our Amended and Restated Memorandum and Articles

of Association or otherwise related in any way to each shareholder’s holding in us, including but not limited to:

(i) any derivative

action or proceeding brought on our behalf;

(ii) any action asserting a claim of breach of any fiduciary or other duty owed by any

of our current or former director, officer or other employee to us or our shareholders;

(iii) any action asserting a claim arising

pursuant to any provision of the Companies Act or our Amended and Restated Memorandum and Articles of Association;

or (iv) any action

asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States)

and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or

The forum selection provision in our Amended and Restated Memorandum and Articles of Association will not apply to actions or

suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district

courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination

of such a claim.

Our Amended and Restated Memorandum and Articles

of Association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges

that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum

and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other

equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

This choice of forum provision may increase a

shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes

with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other

Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation

of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions.

There is uncertainty

as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’

charter documents has been challenged in legal proceedings.

It is possible that a court could find this type of provisions to be inapplicable

or unenforceable, and if a court were to find this provision in our Amended and Restated Memorandum and Articles of Association to be

inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions,

which could have adverse effect on our business and financial performance.

An investment in us may result in uncertain

federal income tax consequences.

An investment in us may result in uncertain U.S.

federal income tax consequences.

For instance, because there is no authority that directly address instruments similar to the Units we

issued in our Public Offering, the allocation an investor makes with respect to the purchase price of a Unit between the Public Share

and the one-half of a Public Warrant to purchase one Class A Ordinary Share included in each Unit could be challenged by the

IRS or courts.

to drive commensurate growth, these costs, which include lease commitments, headcount and capital assets, could result in decreased margins,

which could have a material adverse effect on our business, financial condition and results of operations.

from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the

inability to take advantage of new business opportunities, and the loss of market share.

operate in highly competitive markets and generally encounter intense competition to win contracts from many other firms, including lower

and mid-tier federal contractors with specialized capabilities and the federal government.

Additionally, our markets are facing increasing

industry consolidation, resulting in larger competitors who have more market share putting more downward pressure on prices and offering

a more robust portfolio of products and services.

We are subject to competition based upon product design, performance, pricing, quality,

and services.

Our product performance, engineering expertise, and product quality have been important factors in our growth.

try to maintain competitive pricing on those products that are directly comparable to products manufactured by others, in many instances

our products will conform to more exacting specifications and carry a higher price than analogous products.

Many of our customers and

potential customers have the capacity to design and internally manufacture products that are similar to our products.

We face competition

from research and product development groups and the manufacturing operations of current and potential customers, who continually evaluate

the benefits of internal research, product development, and manufacturing versus outsourcing.

addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their

home countries where governments are providing financial support, including significant investments in the development of new technologies.

Government support of this nature greatly reduces the commercial risks associated with aerospace technology development activities for

these competitors.

This market environment may result in increased pressures on our pricing and other competitive factors.

believe our ability to compete successfully in designing, engineering and manufacturing our products and services at significantly reduced

cost to customers does and will depend on a number of factors, which may change in the future due to increased competition, our ability

to meet our customers’ needs and the frequency and availability of our offerings.

If we are unable to compete successfully, our

business, financial condition and results of operations would be adversely affected.

pandemic outbreak of a novel strain of coronavirus, also known as COVID-19, has disrupted and may continue to adversely affect our business

operations and our financial results.

global spread of COVID-19 has disrupted certain aspects of our operations and may adversely impact our business operations and financial

results, including our ability to execute on our business strategy and goals.

Specifically, the continued spread of COVID-19 and related

precautionary measures have resulted in delays or disruptions in our supply chain;

delays in the launch or execution of certain of our

customers’ projects;

and a decrease of our operational efficiency in the development of our systems, products, technologies and

We continue to take measures within our facilities to ensure the health and safety of our employees, which include the creation

of a task force to implement COVID-19 protocols in compliance with federal, state and local recommendations, encouraging masking and

vaccination, rearranging facilities and work schedules to follow social distancing protocols and undertaking regular and thorough disinfecting

of surfaces and tools.

However, there can be no assurance that these measures will prevent disruptions due to COVID-19 within our workforce.

These measures have also resulted in the reduction of operational efficiency within our impacted workforce, and we expect they will continue

pandemic has also resulted in, and may continue to result in, significant disruption and volatility of global financial markets.

disruption and volatility may adversely impact our ability to access capital, which could in the future negatively affect our liquidity

and capital resources.

Given the rapid and evolving nature of the impact of the virus, responsive measures taken by governmental authorities

and the continued uncertainty about its impact on society and the global economy, we cannot predict the extent to which it will affect

our operations, particularly if these impacts persist or worsen over an extended period of time.

To the extent COVID-19 adversely affects

our business operations and financial results, it may also have the effect of heightening many of the other risks described in this “ Risk

Factors ” section.

Unsatisfactory

safety performance of our spaceflight systems or security incidents at our facilities could have a material adverse effect on our business,

financial condition and results of operation.

manufacture and operate highly sophisticated spaceflight systems that depend on complex technology.

We also work cooperatively with our

suppliers, subcontractors, venture partners and other parties (collectively, “Third Parties”).

Failures and disruptions or

compromises to our or our Third Parties’ systems may be caused by natural disasters, accidents, power disruptions, telecommunications

failures, acts of terrorism or war, computer viruses, bugs or vulnerabilities, physical or electronic break-ins, human error, intentional

conduct, targeted cyberattacks, or similar events or incidents.

While we have built operational processes to ensure that the design,

manufacture, performance and servicing of our spaceflight systems meet rigorous performance goals, there can be no assurance that we

will not experience operational or process failures and other problems, including through manufacturing or design defects, pilot error,

failure of Third Party safeguards, natural disasters, cyber-attacks, or other intentional acts, that could result in potential safety

There can be no assurance that our preparations, or those of Third Parties, will be able to prevent any such incidents.

actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance,

increased safety infrastructure and other costs that may arise.

Such issues with our spaceflight systems, facilities, or customer safety

could result in delaying or cancelling planned flights, increased regulation or other systemic consequences.

Our inability to meet our

safety standards or adverse publicity affecting our reputation as a result of accidents, mechanical failures, damages to customer property

or medical complications could have a material adverse effect on our business, financial condition and results of operation.

any of our systems, the systems of any critical Third Parties upon which we rely or our customers’ systems are, or appear to be,

breached or if unauthorized processing of customer or Third-Party data is otherwise performed, public perception of our products services

may be harmed, and we may lose business and incur losses or liabilities.

actors (such as ransomware groups) are becoming increasingly sophisticated and using tools and techniques that are designed to circumvent

security controls, to evade detection and to remove or obfuscate forensic evidence.

Our and our Third Parties’ technology systems

and networks may be damaged, disrupted, or compromised by malicious events, such as cyberattacks (including computer viruses, ransomware,

and other malicious and destructive code, phishing attacks, and denial of service attacks), physical or electronic security breaches,

natural disasters, fire, power loss, telecommunications failures, personnel misconduct, and human error.

Such attacks or security breaches

may be perpetrated by internal bad actors, such as employees or contractors, or by third parties.

Furthermore, because the techniques

used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until after they are launched

against a target, we and our Third Parties may be unable to anticipate these techniques or implement adequate preventative measures.

While we have implemented what we believe is an appropriate information security program with cybersecurity procedures, practices, and

controls, the control systems, cybersecurity program, infrastructure, physical facilities of, and personnel associated with Third Parties

that we rely on are beyond our control and we cannot guarantee that our or our Third Parties’ systems and networks have not been

breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks

or the systems and networks of Third Parties that support us and our products and services.

In addition, our defensive measures, including

back-up systems and disaster recovery plans, or those of our critical Third Parties, may fail to timely or effectively anticipate, detect,

prevent or allow us to recover from cyberattacks.

costs to adequately counter the risk of cyber-attacks and to comply with contractual and/or regulatory compliance requirements may increase

significantly in the future.

If there is a security vulnerability, error, or other bug in one of ours or our critical Third-Party systems

or if there is a security exploit targeting them, we could face increased costs, claims, liability, reduced revenue, and harm to our

reputation or competitive position.

Because we do not maintain cybersecurity insurance, these costs will come directly from us and this

could harm our financial condition.

market for commercial spaceflight has not been established with precision.

It is still emerging and may not achieve the growth potential

we expect or may grow more slowly than expected.

market for commercial spaceflight has not been established with precision and is still emerging.

Our estimates for the total addressable

market for commercial spaceflight are based on a number of internal and third-party estimates, including our current backlog, the number

of consumers, assumed flight cadence, our ability to leverage our current manufacturing and operational processes and general market

While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may

not be correct.

The conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy

of these underlying factors.

As a result, our estimates of the annual total addressable market for commercial spaceflight, as well as

the expected growth rate for the total addressable market for that experience, may prove to be incorrect.

may experience delayed launches, launch failures, failure of our satellites or lunar landers to reach their planned orbital locations,

significant increases in the costs related to launches of satellites and lunar landers, and insufficient capacity available from satellite

and lunar lander launch providers.

Any such issue could result in the loss of our satellites and lunar landers or cause significant delays

in their deployment, which could harm our business, prospects, financial condition and results of operations.

in launching satellites or landers are common and can result from manufacturing delays, unavailability of reliable launch opportunities

with suppliers, launch supplier schedule delays, delays in obtaining required regulatory approvals, changes in landing coordinates, updates

to mission specifications (including mission scope and objectives) and launch failures.

If satellite or lander manufacturing schedules

are not met, a launch opportunity may not be available at the time the satellites or landers are ready to be launched.

We also share

launches with other manufacturers who may cause launch delays that are outside of our control.

In addition, launch vehicles or satellite

deployment mechanisms may fail, which could result in the destruction of any satellites or landers we have in such launch vehicle or

an inability for the satellites or landers to perform their intended mission.

Launch failures also result in significant delays in the

deployment of satellites or landers because of the need to manufacture replacement parts, which typically takes up to six months or longer,

and to obtain another launch opportunity.

We also regularly review intended landing coordinates in order to determine the optimal landing

site for our landers in consultation with NASA, while also updating mission specifications such as the scope of missions and the mission

As such, from time to time, we have made, and expect to continue to make, material modifications to our missions, each of

which may, alone or in the aggregate, cause us to experience material delays.

Further, it could be more costly, and potentially prohibitively

more costly, for us to launch and deploy our satellites or landers in the future due to increases in the cost of launches, launch insurance

rates and launch-related services.

Any launch failure, underperformance, delay, or increase in the cost of satellite or lander launches

or related services could have a material adverse effect on our results of operations, business prospects and financial condition.

concentration creates risks for our business.

80% of our revenues each year comes from a small number of customers.

To the extent that any large customer fails to meet its purchase

commitments, changes its ordering patterns or business strategy, or otherwise reduces its purchases or stops purchasing our products

or services, or if we experience difficulty in meeting the demand by these customers for our products or services, our revenues and results

of operations could be adversely affected.

may experience a total loss of our technology and products and our customers’ payloads if there is an accident on launch or during

the journey into space, and any insurance we have may not be adequate to cover our loss.

Also, due to the inherent risks associated with

commercial spaceflight, there is the possibility that any accident or catastrophe could lead to the loss of human life or a medical emergency.

there have been and will continue to be technological advances in spaceflight, it is still an inherently dangerous activity.

and other accidents on launch or during the flight have occurred and will likely occur in the future.

If such incident should occur,

we will likely experience a total loss of our systems, products, technologies and services and our customers’ payloads.

or partial loss of one or more of our products or customer payloads could have a material adverse effect on our results of operations

and financial condition.

For some missions, we can elect to buy launch insurance, which can reduce our monetary losses from the launch

failure, but even in this case we will have losses associated with our inability to test our technology in space and delays with further

technology development.

commercial spaceflight is an inherently risky activity that can lead to accidents or catastrophes impacting human life.

It is impossible

to completely eliminate the potential for human error, and there is a possibility that other accidents may occur in the future as a result

of human error or for a variety of other reasons, some of which may be out of our control.

Any such accident could result in substantial

losses to us, including reputational harm and legal liability, and, as a result, could have a material adverse effect on our business,

financial condition and results of operations.

release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business could disrupt our operations

and adversely affect our financial results.

business operations involve the handling, production and disposition of potentially explosive and ignitable energetic materials and other

dangerous chemicals, including materials used in rocket propulsion.

The handling, production, transport and disposition of hazardous

materials could result in incidents that temporarily shut down or otherwise disrupt our manufacturing operations and could cause production

A release of these chemicals or an unplanned ignition or explosion could result in death or significant injuries to employees

Material property damage to us and third parties could also occur.

Extensive regulations apply to the handling of explosive

and energetic materials, including but not limited to regulations governing hazardous substances and hazardous waste.

The failure to

properly store and ultimately dispose of such materials could create significant liability and/or result in regulatory sanctions.

release, unplanned ignition, or explosion could expose us to adverse publicity or liability for damages or cause production delays, any

of which could have a material adverse effect on our operating results, financial condition and/or cash flows.

rely on a limited number of suppliers for certain materials and supplied components.

We may not be able to obtain sufficient materials

or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms.

rely on a limited number of suppliers for certain raw materials and supplied components.

We may not be able to obtain sufficient raw

materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could

impair our ability to fulfill our orders in a timely manner or increase our costs of production.

ability to manufacture our launch vehicles is dependent upon sufficient availability of raw materials and supplied components, which

we secure from a limited number of suppliers.

Our reliance on suppliers to secure these raw materials and supplied components exposes

us to volatility in the prices and availability of these materials.

We may not be able to obtain sufficient supply of raw materials or

supplied components, on favorable terms or at all, which could result in delays in manufacture of our spacecraft or increased costs.

addition, we have in the past and may in the future experience delays in manufacture or operation as we go through the requalification

process with any replacement third-party supplier, as well as the limitations imposed by the International Trade in Arms Regulations

administered by the U.S.

Department of State (“ITAR”) and other restrictions on transfer of sensitive technologies.

Additionally, the imposition of tariffs on such raw materials or supplied components could have a material adverse effect on our operations.

Prolonged disruptions in the supply of any of our key raw materials or components, difficulty qualifying new sources of supply, implementing

use of replacement materials or new sources of supply or any volatility in prices could have a material adverse effect on our ability

to operate in a cost-efficient, timely manner and could cause us to experience cancellations or delays of scheduled launches, customer

cancellations or reductions in our prices and margins, any of which could harm our business, financial condition and results of operations.

revenue, results of operations and reputation may be negatively impacted if our products contain defects or fail to operate in the expected

sell complex and technologically advanced products and services, including rocket launch services, mission services, spacecraft and spacecraft

Sophisticated software used in our products and services, including software developed by us, may contain defects that can

unexpectedly interfere with the software’s intended operation.

Defects may also occur in components and products that we manufacture

or purchase from third parties.

Most of the launch vehicles, spacecraft and spacecraft components we have developed must function under

demanding and unpredictable operating conditions and in harsh and potentially destructive environments.

Our products and services may

not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or we may not be able to detect

and fix all defects in the launch vehicles, spacecraft, spacecraft components and systems we sell and/or use.

Failure to do so could

result in lost revenue and damage to our reputation and may adversely affect our ability to win new contract awards.

inflation may materially impact our financial operations or results of operations.

inflation has increased to its highest level in decades.

Inflation in the economy has resulted in, and may continue to result in, higher

interest rates and capital costs, shipping costs, supply shortages, increased costs of labor and other similar effects.

As a result of

inflation, we have and may continue to experience cost increases.

Although we may take measures to mitigate the impact of inflation,

if these measures are not effective, our business, financial condition and results of operations could be materially adversely affected.

business is substantially dependent on contracts entered into with customers in the ordinary course of business.

As such, we are subject

to counterparty risk.

If a counterparty to one of our contracts were to default or otherwise fail to perform or be delayed in its performance

on any of its contractual obligations to us, such default, failure to perform or delay could have a material adverse effect on our business,

financial condition and results of operations.

business is substantially dependent on contracts entered into with customers, in the ordinary course of business.

Our budgeted capital

expenditures, forecasted growth and strategic plan are based on revenues expected to be generated pursuant to signed contracts existing

as of the date such budget, forecast and strategic plan are approved by management and our Board.

If a customer were to default or otherwise

fail to perform or be delayed in the fulfilment of its contractual obligations to us, we would be required to adjust our budget, forecasts

and strategic plans to mitigate the impact of such circumstance, which may negatively affect our business, financial condition, cash

flows and/or liquidity.

Additionally, if the scope of anticipated work related to any customer contract were to change due to unforeseen

circumstances or evolving requirements of one or more of our counterparties, we may be unable to generate revenue on our anticipated

timeline or may be required to incur increased costs from those originally estimated for a project, which could cause our budgets, forecasts

and plans to be inaccurate.

For instance, due to a change in the landing site of the IM-1 mission and an incremental delay in milestone

payments due to a now-resolved technical issue, certain revenue associated with such mission have shifted from 2022 to 2023.

endeavor to mitigate this risk by assuming potential delays in revenue generation and estimated contract progress when preparing our

budget, forecast and strategic plans, it is not possible to predict with accuracy the impact of any default, failure to perform or delay,

which results in our inability to completely mitigate such risks.

As such, the counterparty default, failure to perform or delay in performance

may have a material adverse impact on our business, financial condition and results of operations.

our prime contractors fail to maintain their relationships with their counterparties and fulfill their contractual obligations, our performance

as a subcontractor and our ability to obtain future business could be materially and adversely impacted and our actual results could

differ materially and adversely from those anticipated.

act as a subcontractor to prime contractors on multiple government contracts, including NASA’s JETS Program.

Our performance as

a subcontractor on a government contract, including the JETS Program, is dependent on the prime contractor’s ability to satisfactorily

maintain its relationship with the government and fulfill its obligations under its contracts.

A failure by the prime contractors to

fulfill their obligations under their contracts could result in the termination of the prime contract or delayed revenue generation and

recognition, thereby resulting in either the termination of our subcontract or material modifications to our subcontract.

If any significant

subcontract is terminated or delayed in this manner, it could cause our actual results to differ materially and adversely from those

Relating to Compliance with Law, Government Regulation and Litigation

business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such

governmental entities and may be negatively or positively impacted by any change thereto.

are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to our launch

system operations, employment and labor, health care, tax, data privacy of the personal information we collect and process and data security

of the operational and information technology we use, health and safety, and environmental issues.

Laws and regulations at the foreign,

federal, state and local levels frequently change and are often interpreted in different ways, especially in relation to new and emerging

industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory

or administrative changes.

While we monitor these developments and devote a significant amount of management’s time and external

resources towards compliance with these laws, regulations and guidelines, we cannot guarantee that these measures will be satisfactory

to regulators or other third parties, such as our customers.

Moreover, changes in law, the imposition of new or additional regulations

or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and

could have a material adverse effect on our sales, profitability, cash flows and financial condition.

to comply with these laws, such as with respect to obtaining and maintaining licenses, certificates, authorizations and permits critical

for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates,

authorizations or permits, which would prevent us from operating our business.

For example, the operation and launch of our spacecraft

in the United States require licenses and permits from the Federal Communications Commission (the “FCC”) and the Federal

Aviation Administration (the “FAA”), as well as review by other agencies of the U.S.

Government, including the Department

of Defense, Department of State, and NASA.

Such license approvals may include an interagency review of safety, operational, national

security, foreign policy implications and international obligations, as well as a review of foreign ownership.

Any delays in regulatory

actions allowing us to conduct our commercial space operations could adversely affect our ability to operate our business and our financial

we are unable to protect the confidentiality of our trade secrets and know how, our business and competitive position may be harmed.

rely upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop and maintain our

business and competitive position, and we consider trade secrets and know-how to be our primary form of intellectual property protection.

We seek to protect our proprietary technology, in part, by entering into confidentiality agreements with our suppliers, subcontractors,

venture partners, employees and consultants, and other third parties.

However, we may not be able to prevent the unauthorized disclosure

or use of information which we consider to be confidential, our technical know-how or other trade secrets by the parties to these agreements,

despite the existence generally of confidentiality provisions and other contractual restrictions.

Monitoring unauthorized uses and disclosures

is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective.

the suppliers, subcontractors, venture partners, employees and consultants, and other third parties who are parties to these agreements

breaches or violates the terms of any of these agreements, we may not have adequate remedies for any such breach or violation, and we

could lose our trade secrets as a result.

It is also possible that our trade secrets, know-how or other proprietary information could

be obtained by third parties as a result of breaches of our physical or electronic security systems.

Even where remedies are available,

enforcing a claim that a party illegally disclosed or misappropriated our trade secrets, like patent litigation, is expensive and time

consuming, and the outcome is unpredictable.

In addition, courts outside the United States are sometimes less willing to protect

trade secrets.

Additionally,

despite our efforts to protect our proprietary technology, our trade secrets could otherwise become known or be independently discovered

by our competitors.

If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third

party, we would have no right to prevent them, or those to whom they communicate, from using that technology or information to compete

systems utilize third-party open source software, and any failure to comply with the terms of one or more of these open source software

licenses could adversely affect our business, subject us to litigation, or create potential liability.

systems include software licensed from third parties under any one or more open source licenses, and we expect to continue to incorporate

open source software in our systems and technology in the future.

Moreover, we cannot ensure that we have effectively monitored our use

of open source software, or validated the quality or source of such software, or that we are in compliance with the terms of the applicable

open source licenses or our current policies and procedures.

From time to time, there have been claims against companies that use open

source software in their products and services asserting that the use of such open source software infringes the claimants’ intellectual

property rights.

As a result, we could be subject to suits by third parties claiming that what we believe to be licensed open source

software infringes such third parties’ intellectual property rights.

Additionally, if an author or other third party that distributes

such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required

to incur significant legal expenses defending against such allegations and could be subject to significant damages and required to comply

with onerous conditions or restrictions on these solutions, which could disrupt the distribution and sale of these solutions.

could be costly for us to defend, have a negative effect on our business, financial condition, and results of operations, or require

us to devote additional research and development resources to change our solutions.

Furthermore, these third-party open source providers

could experience service outages, data loss, privacy breaches, cyber-attacks, and other events relating to the applications and services

they provide that could diminish the utility of these services, and which could harm our business as a result.

In the past, we’ve

experienced software vulnerabilities with our software providers.

We may continue to experience such vulnerabilities in the future.

of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not

provide warranties or other contractual protections regarding infringement claims or the quality of the code, including with respect

to security vulnerabilities where open source software may be more susceptible.

In addition, certain open source licenses require that

source code for software programs that incorporate, use or combine with such open source software be made available to the public at

no cost and that any modifications or derivative works to such open source software continue to be licensed under the same terms as the

open source software license.

The terms of various open source licenses to which we are subject have not or may not have been interpreted

by courts in the relevant jurisdictions, and there is a risk that such licenses could be construed in a manner that imposes unanticipated

conditions or restrictions on our ability to market or provide our software and data.

By the terms of certain open source licenses, we

could be required to release the source code of our proprietary software, and to make our proprietary software available under open source

licenses, if we combine our proprietary software with open source software in a certain manner.

In the event that portions of our proprietary

software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our

source code, re-engineer all or a portion of our solutions, or otherwise be limited in the licensing of our solutions, each of which

could reduce or eliminate the value of our solutions.

Disclosing our proprietary source code could allow our competitors to create similar

products with lower development effort and time and ultimately could result in a loss of sales.

Furthermore, any such re-engineering

or other remedial efforts could require significant additional research and development resources, and we may not be able to successfully

complete any such re-engineering or other remedial efforts.

Any of these events could create liability for us and damage our reputation,

which could have a material adverse effect on our business, results of operations, and financial condition and the market price of our

Machines OpCo has identified material weaknesses in its internal control over financial reporting.

If not remediated, or if Intuitive

Machines OpCo experiences additional material weaknesses in the future or otherwise fails to maintain effective internal controls in

the future, we may not be able to accurately or timely report our financial condition or results of operations in future reporting periods,

which may adversely affect investor confidence in us and, as a result, the value of our Class A Common Stock.

As an emerging growth company, we are in the process

of developing our internal processes and procedures to accommodate our rapid growth in recent years and transition to public company

following the closing of the Transactions.

Although our management concluded that IPAX’s internal control over financial reporting

as of December 31, 2022, which was prior to the closing of the Transactions, was effective (as described in Part II.

and Procedures” of this Annual Report), in the course of preparing the consolidated financial statements of Intuitive Machines OpCo

as of December 31, 2022 that will be included in Amendment No.

2 to our Current Report on Form 8-K to be filed on or about March

30, 2023, our management determined that Intuitive Machines OpCo has three material weaknesses in our internal controls over financial

These material weaknesses primarily relate to the following matters that are relevant to the preparation of the Intuitive Machines

OpCo’s consolidated financial statements and that may impact the preparation of our consolidated financial statements for future

reporting periods included in filings made after this Annual Report:

did not design and maintain effective controls over identification of performance obligations and timing of revenue recognition for certain

contracts, as well as the review and reconciliation of certain revenue schedules to the trial balance.

did not design and maintain effective controls over the identification and recognition of non-routine, unusual or complex transactions.

did not maintain proper segregation of duties related to the posting of manual journal entries to the trial balance.

deficiencies could result in a misstatement of one or more account balances or disclosures potentially leading to a material misstatement

to the annual or interim consolidated financial statements which may not be prevented or timely detected and, accordingly, management

determined that these control deficiencies constitute material weaknesses.

order to remediate these material weaknesses, we have taken and plan to take the following actions:

to hire personnel with public company experience and providing additional training for our personnel on internal controls as our company

continues to grow;

● Implementing

additional controls and processes that operate at a sufficient level of precision and frequency or that evidence the performance of the

control, particularly associated with accounting and reporting of revenue and non-routine, unusual or complex transactions;

● Implementing

processes and controls to better identify and manage segregation of duties;

● Considering

system enhancements to reduce reliance on manual processes;

an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and assisting

with the remediation of deficiencies, as necessary.

will not be able to fully remediate these control deficiencies until these steps have been completed, have been operating effectively

for a sufficient period of time and management has concluded, through testing, that these controls are effective.

Intuitive Machines

OpCo and Grant Thornton LLP, Intuitive Machines OpCo’s auditor during the year ended December 31, 2022 and our independent registered

public accounting firm for the year ending December 31, 2023, were not required to, and did not, perform an evaluation of Intuitive Machines

OpCo’s internal control over financial reporting as of December 31, 2022 or any period in accordance with the provisions of

the Sarbanes-Oxley Act.

Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional,

material weaknesses.

Because our financial statements for future reporting periods will be prepared

on a consolidated basis with the financial statements of Intuitive Machines OpCo beginning from the Closing Date, material weaknesses

may still exist when we report on the combined company’s effectiveness of our internal control over financial reporting as required

under Section 404 of the Sarbanes-Oxley Act in our future annual reports on Form 10-K.

not remediated, these material weaknesses could result in material misstatements to our future annual or interim consolidated financial

statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports.

If we are unable

to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness

of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation

or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

government’s budget deficit and the national debt, as well as any inability of the U.S.

government to complete its

budget process for any government fiscal year could have an adverse impact on our business, financial condition, results of operations

and cash flows.

government’s budget deficit and the national debt, as well as any inability of the U.S.

government to complete its

budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior

fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results

of operations and cash flows.

uncertainty exists regarding how future budget and program decisions will unfold, including the defense spending priorities of the U.S.

what challenges budget reductions will present for the defense industry and whether annual appropriations bills for all agencies will

be enacted for U.S.

government fiscal year 2023 and thereafter due to many factors, including but not limited to, changes in the

political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty

or changes in policy or priorities and resultant funding.

government’s budget deficit and the national debt could

have an adverse impact on our business, financial condition, results of operations and cash flows in a number of ways, including the

government could reduce or delay its spending on, reprioritize its spending away from, or decline to provide funding for the

government programs in which we participate;

spending could be impacted by alternate arrangements to sequestration, which increases the uncertainty as to, and the difficulty in predicting,

government spending priorities and levels;

may experience declines in revenue, profitability and cash flows as a result of reduced or delayed orders or payments or other factors

caused by economic difficulties of our customers and prospective customers, including U.S.

federal, state and local governments.

we believe continued budget pressures could have serious negative consequences for the security of the U.S., the defense industrial base

and the customers, employees, suppliers, investors and communities that rely on companies in the defense industrial base.

program decisions made in this environment would have long-term implications for us and the entire defense industry.

are subject to stringent U.S.

export and import control laws and regulations and U.S.

economic sanctions and trade control

laws and regulations.

are required to comply with U.S.

export control laws and regulations, including ITAR, Bureau of Political Military Affairs’

directorate of Defense Trade controls administered by the U.S.

Department of State, and the EAR, administered by the U.S.

of Commerce’s Bureau of Industry and Security.

Pursuant to these foreign trade control laws and regulations, we are required, among

other things, to (i) maintain a registration under ITAR, (ii) determine the proper licensing jurisdiction and export classification

of products, software, and technology, and (iii) obtain licenses or other forms of U.S.

government authorization to engage

in the conduct of our space transport business.

Violations of applicable export control laws and related regulations could result in

criminal and administrative penalties, including fines, possible denial of export privileges, and debarment, which could have a material

adverse impact on our business, including our ability to enter into contracts or subcontracts for U.S.

government customers.

inability to secure and maintain necessary export authorizations could negatively impact our ability to compete successfully or to operate

our spaceflight business as planned.

For example, if we were unable to obtain or maintain our licenses to export certain spacecraft hardware,

we would be effectively prohibited from launching our vehicles from certain non-U.S.

locations, which would limit the number of

launch providers we could use.

In addition, if we were unable to obtain a Department of State Technical Assistance Agreement to export

certain launch related services, we would experience difficulties or even be unable to perform integration activities necessary to safely

integrate our transfer vehicles to non-U.S.

launch vehicles.

In both cases, these restrictions could lead to higher launch costs

which may have a material adverse impact on our results of operations.

Similarly, if we were unable to secure effective export licensure

to authorize the full scope of activity with a foreign partner or supplier, we may be required to make design changes to spacecraft or

updates to our supplier chain, which may result in increased costs to us or delays in vehicle launches.

changes in the export control regulations or U.S.

government licensing policy, such as those necessary to implement U.S.

commitments to multilateral control regimes, may restrict our operations.

There is no inherent right to perform an export and given the

significant discretion the government has adjudicating such authorizations in furtherance of U.S.

national security and foreign

policy interests, there can be no assurance we will be successful in our current and future efforts to secure and maintain necessary

licenses, registrations, or other U.S.

government regulatory approvals.

addition, U.S.

export control laws continue to change.

For example, the control lists under the ITAR and the EAR are periodically

updated to reclassify specific types of export-controlled technology.

For example, any changes to the jurisdictional assignment of controlled

data or hardware used by us could result in the need for different export authorizations, each then subject to a subsequent approval.

should exceptions or exemptions under the EAR or ITAR, respectively, be changed, our activities otherwise authorized via these mechanisms

may become unavailable and could result in the need for additional export authorizations.

Additionally, changes to the administrative

implementation of export control laws at the agency level may suddenly change as a result of geo-political events, which could result

in existing or proposed export authorization applications being viewed in unpredictable ways, or potentially rejected, as a result of

the changed agency level protocol.

depend significantly on U.S.

government contracts, which often are only partially funded, subject to immediate termination, and

heavily regulated and audited.

The termination or failure to fund, or negative audit findings for, one or more of these contracts could

have an adverse impact on our business, financial condition, results of operations and cash flows.

its lifetime, a U.S.

government program may be implemented by the award of many different individual contracts and subcontracts.

The funding of U.S.

government programs is subject to U.S.

Congressional appropriations.

In recent years, U.S.

appropriations have been affected by larger U.S.

government budgetary issues and related legislation.

Although multi-year contracts

may be authorized and appropriated in connection with major procurements, the U.S.

Congress generally appropriates funds on a government

fiscal year basis.

Procurement funds are typically made available for obligation over the course of one to three years.

Consequently,

programs often initially receive only partial funding, and additional funds are obligated only as the U.S.

Congress authorizes further

appropriations.

We cannot predict the extent to which total funding and/or funding for individual programs will be included, increased

or reduced as part of the annual appropriations process ultimately approved by the U.S.

Congress and the President of the United States

or in separate supplemental appropriations or continuing resolutions, as applicable.

The termination of funding for a U.S.

program would result in a loss of anticipated future revenue attributable to that program, which could have an adverse impact on our

In addition, the termination of a program or the failure to commit additional funds to a program that already has been started

could result in lost revenue and increase our overall costs of doing business.

government contracts are subject to oversight audits by U.S.

government representatives.

Such audits could result in adjustments

to our contract costs.

Any costs found to be improperly allocated to a specific contract will not be reimbursed, and such costs already

reimbursed must be refunded.

We have recorded contract revenue based on costs we expect to realize upon final audit.

However, we do not

know the outcome of any future audits and adjustments, and we may be required to materially reduce our revenue or profits upon completion

and final negotiation of audits.

Negative audit findings could also result in termination of a contract, forfeiture of profits, suspension

of payments, fines or suspension or debarment from U.S.

government contracting or subcontracting for a period of time.

addition, U.S.

government contracts generally contain provisions permitting termination, in whole or in part, without prior notice

government’s convenience upon payment only for work done and commitments made at the time of termination.

some contracts, we are a subcontractor and not the prime contractor, and in those arrangements, the U.S.

government could terminate

the prime contractor for convenience without regard for our performance as a subcontractor.

We can give no assurance that one or more

government contracts will not be terminated under those circumstances.

Also, we can give no assurance that we would

be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of our U.S.

government contracts.

Because a significant portion of our revenue is dependent on our performance and payment under our U.S.

government contracts, the

loss of one or more large contracts could have a material adverse impact on our business, financial condition, results of operations

and cash flows.

contracts and services with the U.S.

government are also subject to specific procurement regulations and a variety of socioeconomic

and other requirements.

These requirements, although customary in U.S.

government contracts, increase our performance and compliance

These costs might increase in the future, thereby reducing our margins, which could have an adverse effect on our business, financial

condition, results of operations and cash flows.

In addition, the U.S.

federal income tax consequences of a cashless exercise of Public Warrants included in the Units we

issued in our Public Offering is unclear under current law.

Finally, it is unclear whether the redemption rights with respect to our Public

Shares suspend the running of a U.S.

holder’s holding period for purposes of determining whether any gain or loss realized by such

holder on the sale or exchange of Class A Ordinary Shares is long-term capital gain or loss and for determining whether any dividend

we pay would be considered “qualified dividend income” for U.S.

federal income tax purposes.

Security holders are urged to

consult their tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.

We may be adversely affected by changes

to the tax law, including the tax laws of the jurisdiction in which the target business is subject to.

We may be adversely affected by change to tax

law, including the tax laws of the jurisdiction in which the target business is located.

Our tax burden depends on various tax laws, as

well as their application and interpretation.

Our tax planning and optimization depends on the current and expected tax law.

to tax laws may have a retroactive effect and their application or interpretation by tax authorities or courts may change unexpectedly.

Any tax assessments that deviate from our expectations could lead to an increase in our tax obligations and, additionally, could give

rise to interest payable on the additional amount of taxes.

Furthermore, future tax audits and other investigations conducted by tax authorities

could result in the assessment of additional taxes.

In addition, and outside of our Initial Business

Combination, we do not believe that our proposed activities, the basis upon which we will be managed and operated, or the manner in which

we intend to conduct our business, should result in us becoming subject to taxation, or to file any corporate income tax return, in any

jurisdiction outside our jurisdiction of incorporation.

Notwithstanding this, there can be no absolute assurance that a tax authority

will not take a contrary view.

The materialization of any of these risks discussed

above could have a material adverse effect on our business, net assets, financial condition, cash flows or results of operations.

We may amend the terms of the 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 your 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 your approval.

Our Warrants were issued in registered form under

a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement provides

that the terms of the Warrants may be amended without the consent of any holder for the purpose of:

(i) curing any ambiguity or to

correct any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms

of the Warrants and the warrant agreement set forth in the prospectus for our Public Offering;

(ii) adjusting the provisions relating

to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement;

or (iii) adding or changing

any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem

necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Warrants, provided

that the approval by the holders of at least 50% of the then-outstanding Public Warrants is required to make any change that adversely

affects the interests of the registered holders of Public Warrants.

Accordingly, we may amend the terms of the Public Warrants in a manner

adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited,

examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the

Public Warrants into cash or shares, shorten the exercise period or decrease the number of Class A Ordinary Shares purchasable upon exercise

of a Public Warrant.

Our 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.

Our warrant agreement provides that, subject to

applicable law:

(i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including

under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District

Court for the Southern District of New York;

and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall

be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such

courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions

of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim

for which the federal district courts of the United States are the sole and exclusive forum.

Any person or entity purchasing or otherwise

acquiring any interest in any of our Warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant

If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a

court other than a court of the State of New York or the United States District Court for the Southern District of New York

(a “ foreign action ”) in the name of any holder of our Warrants, such holder shall be deemed to have consented to:

personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any

such court to enforce the forum provisions (an “ enforcement action ”), and (y) having service of process made upon

such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent

for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial

forum that it finds favorable for disputes with our Company, which may discourage such lawsuits.

Alternatively, if a court were to find

this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or

proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely

affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management

and board of directors.

A provision of our warrant agreement may

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

(i) 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

an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price

to be determined in good faith by our board of directors and, in the case of any such issuance to our Sponsor or its affiliates, without

taking into account any Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the “ Newly

Issued Price ”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including

from such issuances and the Initial Public Offering), 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 (z) the volume weighted average trading price

of our Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our

Initial Business Combination (such price, the “ Market Value ”) is below $9.20 per share, then the exercise price of

the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and

the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value

and the Newly Issued Price.

We may redeem your unexpired Public Warrants

prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

We have the ability to redeem outstanding Public

Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the closing

price of our Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like and certain issuances of Class A Ordinary Shares and equity-linked securities) for any 20 trading

days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption

to the warrants holders and provided certain other conditions are met.

We will not redeem the Public Warrants unless an effective registration

statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is effective and

a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period, except if the

Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.

If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify

the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding Public Warrants could force

(i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to

(ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants;

or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely

to be substantially less than the market value of your Public Warrants.

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.

We issued 16,487,500 Public Warrants to purchase

16,487,500 of our Class A Ordinary Shares as part of the Units offered in our Public Offering, in connection with the closing of our Public

Offering, we issued in private placements an aggregate of 6,845,000 Private Placement Warrants, at $1.00 per warrant.

In addition, if

the Sponsor makes any Working Capital Loans, it may convert those loans into up to an additional 1,500,000 Private Placement Warrants,

at the price of $1.00 per warrant.

To the extent we issue ordinary shares to effectuate an Initial Business Combination, the potential

for the issuance of a substantial number of additional Class A Ordinary Shares upon exercise of these Warrants could make us a less attractive

acquisition vehicle to a target business.

Such Warrants, when exercised, will increase the number of issued and outstanding Class A Ordinary

Shares and reduce the value of the Class A Ordinary Shares issued to complete the Initial Business Combination.

Therefore, our Warrants

may make it more difficult to effectuate an Initial Business Combinationor increase the cost of acquiring the target business.

Because each Unit contains one-half of one

Public Warrant and only a whole Warrant may be exercised, the Units may be worth less than Units of other special purpose acquisition

Each Unit contains one-half of one Public

Pursuant to the warrant agreement, no fractional Warrants will be issued upon separation of the Units, and only whole Public

Warrants will trade.

If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will,

upon exercise, round down to the nearest whole number the number of Class A Ordinary Shares to be issued to the warrant holder.

different from other SPACs similar to us whose Units include one ordinary share and one warrant to purchase one whole share.

We established

the components of the Units in this way in order to reduce the dilutive effect of the Warrants upon completion of an Initial Business

Combination since the Warrants will be exercisable in the aggregate for one-half of the number of shares compared to Units that each

contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless,

this unit structure may cause our Units to be worth less than if it included a warrant to purchase one whole share.

Registration of the Class A Ordinary Shares

issuable upon exercise of the Public Warrants under the Securities Act or any state securities laws may not be in place when an investor

desires to exercise Public Warrants, thus precluding such investor from being able to exercise its Public Warrants except on a cashless

basis and potentially causing such Public Warrants to expire worthless.

If the issuance of the Class A Ordinary Shares

upon exercise of the Public Warrants is not registered, qualified or exempt from registration or qualification under the Securities Act

and applicable state securities laws, holders of Public Warrants will not be entitled to exercise such Public Warrants and such Public

Warrants may have no value and expire worthless.

In such event, holders who acquired their Public Warrants as part of a purchase of Units

will have paid the full Unit purchase price solely for the Public Shares included in the Units.

We registered the Class A Ordinary Shares issuable

upon exercise of the Public Warrants in the registration statement for our Public Offering because the Warrants will become exercisable

30 days after the completion of our Initial Business Combination, which may be within one year of our Initial Public Offering.

because the Warrants will be exercisable until their expiration date of up to five years after the completion of our Initial Business

Combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our

Initial Business Combination, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later

than 15 business days, after the closing of our Initial Business Combination, we will use our best efforts to file with the SEC a post-effective amendment

to that registration statement or a new registration statement covering the registration under the Securities Act of the Class A Ordinary

Shares issuable upon exercise of the Warrants and thereafter will use our best efforts to cause the same to become effective within 60 business

days following our Initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable

upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the warrant agreement.

assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information

set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not

current or correct or the SEC issues a stop order.

If the Class A Ordinary Shares issuable upon exercise

of the Public Warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of Public Warrants

who seek to exercise their Public Warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless

basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In no event will Public Warrants be exercisable

for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Public Warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising

holder, or an exemption from registration or qualification is available.

If our Class A Ordinary Shares are at the time

of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of “covered

securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of Public Warrants who

seek to exercise their Public Warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9)

of the Securities Act;

in the event we so elect, we will not be required to file or maintain in effect a registration statement or register

or qualify the shares underlying the Public Warrants under applicable state securities laws, and in the event we do not so elect, we will

use our best efforts to register or qualify the shares underlying the Public Warrants under applicable state securities laws to the extent

an exemption is not available.

In no event will we be required to net cash settle

any Warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the Warrants

in the event that we are unable to register or qualify the shares underlying the Warrants under the Securities Act or applicable state

securities laws.

You may only be able to exercise your Public

Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A Ordinary Shares

from such exercise than if you were to exercise such Public Warrants for cash.

The warrant agreement provides that in the following

circumstances holders of Public Warrants who seek to exercise their Public Warrants will not be permitted to do for cash and will, instead,

be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

(i) if the Class A Ordinary

Shares issuable upon exercise of the Public Warrants are not registered under the Securities Act in accordance with the terms of the warrant

(ii) if we have so elected and the Class A Ordinary Shares are at the time of any exercise of a Public Warrant not listed

on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1)

of the Securities Act;

and (iii) if we have so elected and we call the Public Warrants for redemption.

If you exercise your Public Warrants on a cashless

basis, you would pay the warrant exercise price by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to

the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied

by the excess of the “fair market value” of our Class A Ordinary Shares (as defined in the next sentence) over the exercise

price of the Public Warrants by (y) the fair market value.

The “fair market value” is the average reported closing price

of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise

is received by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants, as applicable.

you would receive fewer Class A Ordinary Shares from such exercise than if you were to exercise such Public Warrants for cash.

The grant of registration rights to the

holders of Founder Shares and 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.

Pursuant to an agreement entered into concurrently

with the issuance and sale of the securities in the Initial Public Offering, holders of our Founder Shares and their permitted transferees

can demand that we register the Class A Ordinary Shares into which Founder Shares are convertible, holders of our Private Placement Warrants

and their permitted transferees can demand that we register the Private Placement Warrants and the Class A Ordinary Shares issuable upon

exercise of the Private Placement Warrants or holders of securities that may be issued upon conversion of Working Capital Loans and their

permitted transferees may demand that we register such Warrants or the Class A Ordinary Shares issuable upon exercise of such Warrants

and any other securities of the Company acquired by them prior to the consummation of our Initial Business Combination.

We will bear the

cost of registering these securities.

The registration and availability of such a significant number of securities for trading in the

public market may have an adverse effect on the market price of our Class A Ordinary Shares.

In addition, the existence of the registration

rights may make our Initial Business Combination more costly or difficult to conclude.

This is because the shareholders of the target

business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact

on the market price of our Class A Ordinary Shares that is expected when the securities owned by our holders of our Founder Shares, holders

of our Private Placement Warrants or holders of our Working Capital Loans or their respective permitted transferees are registered.

There is currently a limited market for

our securities, and subsequent to the completion our Business Combination, the market for our securities, and the public float of those

securities, may continue to be limited, which would adversely affect the liquidity and price of our securities.

There is currently a limited market for our market

for our securities.

The price of our securities may vary significantly due to one or more potential Initial Business Combinations and

general market or economic conditions.

Furthermore, an active trading market for our securities may never develop or, if developed, it

may not be sustained.

If, in connection with our Initial Business Combination,

a large number of our public stockholders redeem their Public Shares for cash, the public float of our securities may be reduced, which

could cause significant material adverse consequences including reduced liquidity for our securities, limited news and analyst coverage,

decreased ability to issue additional securities or obtain additional financing in the future and increased difficulty in obtaining or

maintaining the quotation, listing or trading of our securities on a national securities exchange.

General Risk Factors

We are a blank check company with no operating

history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company incorporated under

the laws of the Cayman Islands with no operating results, and we have no operations and nominal assets consisting almost entirely of cash.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing

our Initial Business Combination.

We have no plans, arrangements or understandings with any prospective target business concerning an

Initial Business Combination and may be unable to complete our Initial Business Combination.

If we fail to complete our Initial Business

Combination, we will never generate any operating revenues.

Past performance by our management team

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 the Company.

Information regarding our management team and

their respective affiliates, including investments and transactions in which they have participated and businesses with which they have

been associated, is presented for informational purposes only.

Any past experience and performance by our management team and their respective

affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a

suitable candidate for our Initial Business Combination, that we will be able to provide positive returns to our shareholders, or of any

results with respect to any Initial Business Combination we may consummate.

You should not rely on the historical experiences of our management

team and their respective affiliates, including investments and transactions in which they have participated and businesses with which

they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by

each of the members of our management team or their respective affiliates.

The market price of our securities may be influenced by numerous

factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

Cyber incidents or attacks directed at us

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

We depend on digital technologies, including information

systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated and

deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the

cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.

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

We may be a passive foreign investment company,

or “PFIC,” which could result in adverse United States federal income tax consequences to U.S.

If we are a PFIC for any taxable year (or portion

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

holder of our Public Shares or Public 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 on whether we qualify for the PFIC start-up exception.

Depending on the particular circumstances,

the application of the start-up exception may be subject to uncertainty, and there cannot be any 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 (and, in the case of the startup exception, potentially not until after the two taxable years following

our current taxable year).

Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such

taxable year.

If we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S.

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 be unavailable with respect to our Warrants in all cases.

investors to consult their own tax advisors regarding the possible application of the PFIC rules.

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.

We are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not

being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market

value of our Class A Ordinary Shares held by non-affiliates equaled or exceeded $700 million as of any June 30 before that time,

in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will

find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as

a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may

be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies

but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth

company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

Additionally, we are a “smaller reporting

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

Smaller reporting companies may take advantage of certain reduced disclosure

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

government has and may continue to implement initiatives

focused on efficiencies, affordability and cost growth and other changes to its procurement practices.

These initiatives and changes

to procurement practices may change the way U.S.

government contracts are solicited, negotiated and managed, which may affect whether

and how we pursue opportunities to provide our products and services to the U.S.

government, including the terms and conditions

under which we do so, which may have an adverse impact on our business, financial condition, results of operations and cash flows.

example, contracts awarded under the Department of Defense’s Other Transaction Authority for research and prototypes generally

require cost-sharing and may not follow, or may follow only in part, standard U.S.

government contracting practices and terms, such

as the Federal Acquisition Regulation and Cost Accounting Standards.

to comply with applicable regulations and requirements could lead to fines, penalties, repayments, or compensatory or treble damages,

or suspension or debarment from U.S.

government contracting or subcontracting for a period of time.

Among the causes for debarment

are violations of various laws and regulations, including those related to procurement integrity, export control (including ITAR), U.S.

security, employment practices, protection of the environment, accuracy of records, proper recording of costs and foreign corruption.

The termination of a U.S.

government contract or relationship as a result of any of these acts would have an adverse impact on our

operations and could have an adverse effect on our standing and eligibility for future U.S.

government contracts.

global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

results of operations are materially affected by economic and political conditions in the U.S.

and internationally, including inflation,

deflation, interest rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives

to manage economic conditions.

Current or potential customers may delay or decrease spending on our products and services as their business

and/or budgets are impacted by economic and political conditions.

The inability of current and potential customers to pay us for our

products and services may adversely affect our earnings and cash flows.

current invasion of Ukraine by Russia has escalated tensions among the U.S., the North Atlantic Treaty Organization (“NATO”)

and other NATO member states, as well as non-member states, have announced new sanctions against Russia and

certain Russian banks, enterprises and individuals.

These and any future additional sanctions and any resulting conflict between Russia,

and NATO countries could have an adverse impact on our current operations.

such invasion, ongoing military conflict, resulting sanctions and related countermeasures by NATO states, the U.S.

and other countries

have led, and are likely to continue to lead, to market disruptions, including significant volatility in commodity prices, credit and

capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial

Relating to Our Capital Resources

indebtedness could expose us to risks that could adversely affect our business, financial condition and results of operations.

the future, we may incur additional indebtedness.

Our indebtedness could have significant negative consequences for our security holders,

business, results of operations and financial condition by, among other things:

our vulnerability to adverse economic and industry conditions;

our ability to obtain additional financing;

the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of

cash available for other purposes;

our flexibility to plan for, or react to, changes in our business;

us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves to pay any additional

indebtedness that we may incur.

In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants

that will limit our ability to operate our business, raise capital or make payments under our indebtedness.

If we fail to comply with

such covenants or to make payments under any of our indebtedness when due, then we would be in default under that indebtedness, which

could, in turn, result in that indebtedness becoming immediately payable in full and cross-default or cross-acceleration under our other

indebtedness and other liabilities.

actual operating results may differ significantly from our guidance.

time to time, we have released, and may continue to release, guidance in our quarterly earnings releases, quarterly earnings conference

calls, or otherwise, regarding our future performance that represents our management’s estimates as of the date of release.

guidance, which includes forward-looking statements, has been and will be based on projections prepared by our management.

These projections

are not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and

neither our registered public accountants nor any other independent expert or outside party compiles or examines the projections.

no such person expresses any opinion or any other form of assurance with respect to the projections.

are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant

business, economic, and competitive uncertainties and contingencies, many of which are beyond our control, such as COVID-19, and are

based upon specific assumptions with respect to future business decisions, some of which will change.

The rapidly evolving market in

which we operate may make it difficult to evaluate our current business and our future prospects, including our ability to plan for and

model future growth.

We intend to state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis

as variables are changed.

However, actual results will vary from our guidance and the variations may be material.

The principal reason

that we release guidance is to provide a basis for our management to discuss our business outlook as of the date of release with analysts

and investors.

We do not accept any responsibility for any projections or reports published by any such persons.

Investors are urged

not to rely upon our guidance in making an investment decision regarding our common stock.

failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “ Risk

Factors ” section could result in our actual operating results being different from our guidance, and the differences may be

adverse and material.

have a history of losses and may not achieve profitability in the future.

We will need substantial additional capital to fund our operations.

If we fail to obtain additional capital, we may be unable to sustain operations.

expect to continue to incur operating losses for the foreseeable future as we continue to expand and develop, and we may need additional

capital from external sources.

If we are unable to raise additional capital, we may have to significantly delay, scale back or discontinue

one or more of our R&D programs.

We may be required to cease operations or seek partners for our product candidates at an earlier

stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available.

In the absence of additional

capital we may also be required to relinquish, license or otherwise dispose of rights to technologies, product candidates or products

that we would otherwise seek to develop or commercialize on terms that are less favorable than might otherwise be available.

unable to secure additional capital, we may be required to take additional measures to reduce costs in order to conserve our cash in

amounts sufficient to sustain operations and meet our obligations.

These measures could cause significant delays in the development of

our product candidates.

are a “smaller reporting company” under federal securities laws and we cannot be certain whether the reduced reporting requirements

applicable to such companies will make our common stock less attractive to investors.

are a “smaller reporting company” under federal securities laws.

For as long as we continue to be a smaller reporting company,

we may take advantage of exemptions from various reporting requirements that are applicable to other public companies, including reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

We will remain a smaller reporting

company until the last day of the fiscal year in which:

(1) the market value of our ordinary shares held by non-affiliates equaled

or exceeded $250 million as of the prior June 30;

or (2) our annual revenues equaled or exceeded $100 million during such

completed fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as

of the prior June 30.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial

statements with other public companies difficult or impossible.

company so long as our public float remains less than $250 million as of the last business day of our most recently completed

second fiscal quarter or our annual revenues are less than $100 million and our public float remains less than $700 million.

predict if investors will find our common stock less attractive because we may rely on these exemptions.

If some investors find our common

stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or

be more volatile.

financial results may vary significantly from quarter to quarter.

expect our revenue and operating results to vary from quarter to quarter.

Reductions in revenue in a particular quarter could lead to

lower profitability in that quarter because a relatively large amount of our expenses are fixed in the short-term.

We may incur significant

operating expenses during the start-up and early stages of large contracts and may not be able to recognize corresponding revenue in

that same quarter.

We may also incur additional expenses when contracts are terminated or expire and are not renewed.

We may also incur

additional expenses when companies are newly acquired.

addition, payments due to us from our customers may be delayed due to billing cycles or as a result of failures of government budgets

to gain congressional and administration approval in a timely manner.

government’s fiscal year ends September 30.

If a federal budget for the next federal fiscal year has not been approved by that date in each year, our customers may have to suspend

engagements that we are working on until a budget has been approved.

Any such suspensions may reduce our revenue in the fourth quarter

of the federal fiscal year or the first quarter of the subsequent federal fiscal year.

government’s fiscal year end

can also trigger increased purchase requests from customers for equipment and materials.

increased purchase requests we receive as a result of the U.S.

government’s fiscal year end would serve to increase our third

or fourth quarter revenue, but will generally decrease profit margins for that quarter, as these activities generally are not as profitable

as our typical offerings.

factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “ Risk

Factors ” section and the following factors, among others:

terms of customer contracts that affect the timing of revenue recognition;

● variability

in demand for our services and solutions;

● commencement,

completion or termination of contracts during any particular quarter;

of shipments and product deliveries;

of award or performance incentive fee notices;

of significant bid and proposal costs;

costs of remediating unknown defects, errors or performance problems of our product offerings;

purchasing patterns under blanket purchase agreements and other indefinite delivery/ indefinite quantity contracts;

● restrictions

on and delays related to the export of defense articles and services;

related to government inquiries;

decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures;

investments or changes in business strategy;

in the extent to which we use subcontractors;

fluctuations in our staff utilization rates;

in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred

length of sales cycles.

fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants

related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the

debt, if any.

in our accounting estimates and assumptions could negatively affect our financial position and results of operations.

prepare our consolidated financial statements in accordance with U.S.

These accounting principles require us to make

estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities

at the date of our financial statements.

We are also required to make certain judgments that affect the reported amounts of revenues

and expenses during each reporting period.

We periodically evaluate our estimates and assumptions including, but not limited to, those

relating to business acquisitions, revenue recognition, restructuring costs, recoverability of assets including customer receivables,

valuation of goodwill and intangibles, contingencies, stock-based compensation and income taxes.

We base our estimates on historical

experience and various assumptions that we believe to be reasonable based on specific circumstances.

These assumptions and estimates

involve the exercise of judgment and discretion, which may evolve over time in light of operational experience, regulatory direction,

developments in accounting principles and other factors.

Actual results could differ from these estimates as a result of changes in circumstances,

assumptions, policies or developments in the business, which could materially affect our consolidated financial statements.

Relating to Our Organizational Structure

principal asset is our interest in Intuitive Machines OpCo, and, accordingly, we will depend on distributions from Intuitive Machines

OpCo to pay our taxes and expenses, including payments under the Tax Receivable Agreement, and to pay dividends.

Intuitive Machines OpCo’s

ability to make such distributions may be subject to various limitations and restrictions.

are a holding company and have no material assets other than our ownership of Intuitive Machines OpCo Common Units, Intuitive Machines

OpCo Warrants, Intuitive Machines OpCo Preferred Investor Warrants and Intuitive Machines OpCo Series A Units (each as described

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this

Annual Report).

As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating

expenses or declare and pay dividends in the future are dependent upon the financial results and cash flows of Intuitive Machines OpCo

and its subsidiaries and distributions we receive from Intuitive Machines OpCo.

Intuitive Machines OpCo and its subsidiaries may not

generate sufficient cash flow to distribute funds to us and applicable state law and contractual restrictions, including negative covenants

in our debt instruments, may not permit such distributions.

anticipate that Intuitive Machines OpCo will continue to be treated as a partnership for U.S.

federal income tax purposes and, as

such, will not be subject to any entity-level U.S.

federal income tax.

Instead, taxable income will be allocated to holders of Intuitive

Machines OpCo Common Units and Intuitive Machines OpCo Series A Units, including us.

Accordingly, we will incur income taxes on

our allocable share of any net taxable income of Intuitive Machines OpCo.

Under the terms of the A&R Operating Agreement, Intuitive

Machines OpCo is obligated, subject to various limitations and restrictions, including with respect to any applicable credit agreements,

to make tax distributions to holders of Intuitive Machines OpCo Common Units and Intuitive Machines OpCo Series A Units, including

In addition to tax expenses, we will also incur expenses related to our operations, including payments under the Tax Receivable Agreement,

which we expect could be significant.

intend, as its managing member, to cause Intuitive Machines OpCo to make (i) pro rata tax distributions to the Intuitive Machines

Members in an amount sufficient to fund all or part of their tax obligations in respect of taxable income allocated to them and to

cover our tax obligations, other than with respect to income allocated to the Series A Preferred Units (as defined in Part II.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report)

but including payments due under the Tax Receivable Agreement, (ii) additional tax distributions to us to the extent necessary to

cover our tax obligations with respect to income from the Series A Preferred Units and (iii) distributions to us to pay our

operating expenses and to fund any dividends, including dividends made on the Series A Preferred Stock (as defined in Part II.

“Management’s Discussion and Analysis of Financial Condition and

Results of Operations” in this Annual Report).

However, Intuitive Machines

OpCo’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on

distributions that would either violate any contract or agreement to which Intuitive Machines OpCo is then a party, including debt

agreements, or any applicable law, or that would have the effect of rendering Intuitive Machines OpCo insolvent.

If we do not have

sufficient funds to pay our tax or other liabilities or to fund our operations (including, if applicable, as a result of an

acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially adversely

affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders.

To the extent that

we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred

and will accrue interest until paid;

provided, however, that nonpayment for a specified period may constitute a material breach of a

material obligation under the Tax Receivable Agreement resulting in a termination of the Tax Receivable Agreement and the

acceleration of payments due under the Tax Receivable Agreement.

the A&R Operating Agreement, we intend to cause Intuitive Machines OpCo, from time to time, to make pro rata distributions in cash

to each holder of Intuitive Machines OpCo Common Units (including us) in amounts at least sufficient to cover the taxes imposed on their

allocable share of net taxable income of Intuitive Machines OpCo.

As a result of (i) potential differences in the amount of net taxable

income allocable to us and to Intuitive Machines OpCo’s other members, (ii) the lower tax rate applicable to corporations compared

to individuals, and (iii) certain tax benefits that we anticipate from (a) future purchases or redemptions of Intuitive Machines OpCo

Common Units from the Intuitive Machines Members (other than us) and (b) payments under the Tax Receivable Agreement, these cash distributions

may be in amounts that exceed our actual tax liabilities with respect to the relevant taxable year, including our obligations under the

Tax Receivable Agreement.

Our Board will determine the appropriate uses for any such excess cash, which may include, among other uses,

the payment of obligations under the Tax Receivable Agreement and the payment of other expenses.

We will have no obligation to distribute

such cash (or other available cash) to our stockholders.

No adjustments to the exchange ratio for Intuitive Machines OpCo Common Units

and corresponding shares of Class A Common Stock will be made as a result of any cash distribution by us or any retention of cash by

us, and in any event the ratio will remain one-to-one.

To the extent we do not distribute such excess cash as dividends on our stock,

we may take other actions with respect to such excess cash, for example, holding such excess cash, or lending it (or a portion thereof)

to Intuitive Machines OpCo, which may result in shares of our Class A Common Stock increasing in value relative to the value of Intuitive

Machines OpCo Common Units.

Following such loan or a contribution of such excess cash to Intuitive Machines OpCo, we may, but are not

required to, make an adjustment to the outstanding number of Intuitive Machines OpCo Common Units held by the Intuitive Machines Members

(other than us).

In the absence of such adjustment, the Intuitive Machines Members may benefit from any value attributable to such cash

and/or loan balances if they acquire shares of Class A Common Stock in exchange for their Intuitive Machines OpCo Common Units, notwithstanding

that such holders may have participated previously as holders of Intuitive Machines OpCo Common Units in distributions that resulted

in such excess cash balances.

Tax Receivable Agreement with certain members of Intuitive Machines OpCo (the “TRA Holders”) requires us to make cash payments

to them in respect of certain tax benefits to which we may become entitled, and we expect that the payments we will be required to make

will be substantial.

connection with the consummation of the Transactions, we entered into a Tax Receivable Agreement with Intuitive Machines OpCo and the

Under the Tax Receivable Agreement, we are required to make cash payments to the TRA Holders equal to 85% of the amount

of cash tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize (calculated using certain assumptions),

as a result of the Existing Basis, Basis Adjustments and Interest Deductions (each as defined below).

Assuming no material changes in

the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement,

we expect that the tax savings associated with the (i) Existing Basis, (ii) Basis Adjustments, and (iii) Interest Deductions would aggregate

to approximately $170.4 million over 20 years from the Closing Date based on a $10.00 per share trading price of our Class A Common Stock,

and assuming all future redemptions or exchanges would occur one year after the Closing Date at the same assumed price per share.

such scenario, assuming future payments are made on the due date (with extension) of each relevant U.S.

federal income tax return, we

would be required to pay approximately 87% of such amount, or approximately $148.2 million, over the 20-year period the Closing Date,

and we would benefit from the remaining 13% of the tax benefits.

We will depend on cash distributions from Intuitive Machines OpCo to

make payments under the Tax Receivable Agreement.

Any payments made by us to the TRA Holders under the Tax Receivable Agreement will

generally reduce the amount of cash that might have otherwise been available to us.

Due to the uncertainty of various factors, we cannot

precisely quantify the likely tax benefits we will realize as a result of the purchase of Intuitive Machines OpCo Common Units and Intuitive

Machines OpCo Common Unit exchanges, and the resulting amounts we are likely to pay out to the TRA Holders pursuant to the Tax Receivable

however, we estimate that such payments will be substantial.

payment obligation is an obligation of us and not of Intuitive Machines OpCo.

Any payments made by us to the TRA Holders under the Tax

Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow

that might have otherwise been available to us.

To the extent that we are unable to make timely payments under the Tax Receivable Agreement

for any reason, such payments will be deferred and will accrue interest until paid by us.

Payments under the Tax Receivable Agreement

are not conditioned upon one or more of the TRA Holders maintaining a continued ownership interest in Intuitive Machines OpCo or us.

Furthermore, if we experience a Change of Control (as defined under the A&R Operating Agreement), which includes certain mergers,

asset sales and other forms of business combinations, we would be obligated to make an immediate payment, and such payment may be significantly

in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates.

payment obligation could (i) make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot

use some or all of the tax benefits that are the subject of the Tax Receivable Agreement and (ii) result in holders of our Class A Common

Stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence

of such obligation.

Accordingly, the TRA Holders’ interests may conflict with those of the holders of our Class A Common Stock.

For more information, see Part III.

“Certain Relationships and Related Transactions, and Director Independence — Tax

Receivable Agreement.”

addition, decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business

combinations or other changes in control, may influence the timing and amount of payments made under the Tax Receivable Agreement.

example, the earlier disposition of assets following a redemption or exchange of Intuitive Machines OpCo Common Units may accelerate

the recognition of associated tax benefits for which we would be required to make payments under the Tax Receivable Agreement and increase

the present value of such payments, and the disposition of assets before a redemption or exchange of Intuitive Machines OpCo Common Units

increase the tax liability of the TRA Holders (or their transferees or assignees) without giving rise to any rights to receive payments

under the Tax Receivable Agreement with respect to tax attributes associated with such assets.

ability to generate tax assets covered by the Tax Receivable Agreement, and the actual use of any resulting tax benefits, as well as

the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the

timing of redemptions or exchanges of Intuitive Machines OpCo Common Units by, or purchases of Intuitive Machines OpCo Common Units from,

the TRA Holders (or their transferees or other assignees), the price of our Class A Common Stock at the time of the redemption, exchange

the extent to which such redemptions, exchanges or purchases are taxable;

the amount and timing of the taxable income allocated

to us or otherwise generated by us in the future;

the tax rates and laws then applicable and the portion of our payments under the Tax

Receivable Agreement constituting imputed interest.

certain cases, payments under the Tax Receivable Agreement to the TRA Holders may be accelerated and/or significantly exceed any actual

benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

Tax Receivable Agreement provides that if (i) we materially breach any of our material obligations thereunder or the Tax Receivable

Agreement is rejected by operation of law, (ii) certain mergers, asset sales, other forms of business combinations or other changes

of control were to occur after the Closing Date or (iii) we elect an early termination of the Tax Receivable Agreement, then our

obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments would be accelerated and become

immediately due and payable.

The amount due and payable in those circumstances is based on the present value (at a discount rate equal

to the secured overnight financing rate (“SOFR”) plus 100 basis points) of projected future tax benefits that are based on

certain assumptions, including an assumption that we would have sufficient taxable income to fully use all potential future tax benefits

that are subject to the Tax Receivable Agreement.

Based on such assumptions, if we were to exercise our termination right, or the Tax

Receivable Agreement is otherwise terminated, the aggregate amount of the termination payments would be approximately $100.4 million.

a result of the foregoing, we would be required to make an immediate cash payment that may be made significantly in advance of the actual

realization, if any, of such future tax benefits.

We could also be required to make cash payments to the TRA Holders that are greater

than 85% of the actual cash tax savings we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement.

In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and

could have the effect of deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes

We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient

to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

We may not be able to fund

or finance our obligations under the Tax Receivable Agreement.

will not be reimbursed for any payments made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits

are disallowed.

under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which are complex and factual in nature,

and the IRS or another taxing authority may challenge all or part of the tax basis increases or other tax benefits we claim, as well

as other related tax positions we take, and a court could sustain such challenge.

If the outcome of any such challenge would reasonably

be expected to materially affect a recipient’s rights and obligations under the Tax Receivable Agreement, then our ability to settle

such challenges may be restricted by the rights of the TRA Holders pursuant to the Tax Receivable Agreement, and such restrictions apply

for as long as the Tax Receivable Agreement remains in effect.

In addition, we will not be reimbursed for any cash payments previously

made to the TRA Holders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment

has been made to a TRA Holder are subsequently challenged by a taxing authority and are ultimately disallowed.

Instead, any excess cash

payments made by us to a TRA Holder will be netted against any future cash payments that we might otherwise be required to make to such

TRA Holder under the terms of the Tax Receivable Agreement.

However, we might not determine that we have effectively made an excess cash

payment to a TRA Holder for a number of years following the initial time of such payment and, if any of our tax reporting positions

are challenged by a taxing authority, we will not be permitted to reduce any future cash payments under the Tax Receivable Agreement

until any such challenge is finally settled or determined.

Moreover, the excess cash payments we made previously under the Tax Receivable

Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess.

As a result, payments could be made under the Tax Receivable Agreement significantly in excess of 85% of the actual cash tax savings

that we realize in respect of the tax attributes with respect to a TRA Holder that are the subject of the Tax Receivable Agreement.

Intuitive Machines OpCo were to become a publicly traded partnership taxable as a corporation for U.S.

federal income tax purposes,

we and Intuitive Machines OpCo might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments

we previously made under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been

unavailable due to such status.

and Intuitive Machines OpCo intend to operate such that Intuitive Machines OpCo does not become a publicly traded partnership taxable

as a corporation for U.S.

federal income tax purposes.

A “publicly traded partnership” is a partnership, the interests

of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof.

Under certain circumstances, exercises of the Intuitive Machines OpCo Options, redemptions and exchanges of Intuitive Machines OpCo Common

Units pursuant to the Intuitive Machines Members’ redemption and exchange rights as described under Part III.

Relationships and Related Transactions, Director Independence — A&R Operating Agreement — LLC Unit Redemption

Right,” or other transfers of Intuitive Machines OpCo units could cause Intuitive Machines OpCo to be treated as a publicly

traded partnership.

Applicable U.S.

Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership,

and we intend to operate so that redemptions, exchanges and other transfers of Intuitive Machines OpCo units qualify for one or

more such safe harbors.

For example, we intend to limit the number of unitholders of Intuitive Machines OpCo, and the A&R Operating

Agreement provides for limitations on the ability of unitholders of Intuitive Machines OpCo to transfer their Intuitive Machines OpCo

units and will provide us, as managing member of Intuitive Machines OpCo, with the right to impose restrictions (in addition to

those already in place) on the ability of owners of Intuitive Machines OpCo to redeem, exchange or otherwise transfer their Intuitive

Machines OpCo units to the extent we believe it is necessary to ensure that Intuitive Machines OpCo will continue to be classified

as a partnership for U.S.

federal income tax purposes.

Intuitive Machines OpCo were to become a publicly traded partnership taxable as a corporation for U.S.

federal income tax purposes,

significant tax inefficiencies might result for us and for Intuitive Machines OpCo, including as a result of our inability to file a

consolidated U.S.

federal income tax return with Intuitive Machines OpCo.

In addition, we may not be able to realize tax benefits

covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under the Tax Receivable

Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Intuitive Machines’ OpCo’s

assets) were subsequently determined to have been unavailable.

we were deemed to be an investment company under the Investment Company Act, as a result of our ownership of Intuitive Machines OpCo,

applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect

on our business.

Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an “investment company”

for purposes of the Investment Company Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage

primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the

business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities

having a value exceeding 40% of the value of its total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated

We do not believe that we are an “investment company,” as such term is defined in either of those sections of the

Investment Company Act.

the sole managing member of Intuitive Machines OpCo, we control and operate Intuitive Machines OpCo.

On that basis, we believe that our

interest in Intuitive Machines OpCo is not an “investment security” as that term is used in the Investment Company Act.

if we were to cease participation in the management of Intuitive Machines OpCo, our interest in Intuitive Machines OpCo could be deemed

an “investment security” for purposes of the Investment Company Act.

and Intuitive Machines OpCo intend to continue to conduct our operations so that we will not be deemed an investment company.

if we were to be deemed an investment company, restrictions imposed by the Investment Company Act, including limitations on our capital

structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and

could have a material adverse effect on our business.

and Intuitive Machines OpCo are controlled by our Founders (as defined below), whose interests may differ from those of our public stockholders.

Founders, Dr.

Kamal Ghaffarian, Stephen Altemus and Timothy Crain and their permitted transferees (collectively, the “Founders”),

have control over all stockholder decisions because they control a substantial majority of the combined voting power.

This may limit

or preclude your ability to influence corporate matters.

Our Founders collectively control approximately 83.2% of the combined voting

power of our common stock as a result of their ownership of Class C Common Stock, each share of which is entitled to three votes on all

matters submitted to a vote of our stockholders.

a result, the Intuitive Machines Founders have the ability to control any action requiring the general approval of our stockholders,

including the election and removal of directors and thereby determine corporate and management policies, including potential mergers

or acquisitions, payment of dividends, asset sales, amendments to the Certificate of Incorporation and By-Laws and other significant

corporate transactions for so long as they retain significant ownership of our Class C Common Stock.

This concentration of ownership

and voting power may also delay, defer or even prevent an acquisition by a third party or other change of control of us and may make

some transactions more difficult or impossible without their support, even if such events are in the best interests of minority stockholders.

This concentration of voting power may have a negative impact on the trading price of Class A Common Stock.

Founders are entitled to vote their shares, and shares over which they have voting control, in their own interests, which may not always

be in the interests of our stockholders generally.

Because our Founders hold their economic interest in our business through Intuitive

Machines OpCo, rather than through us, they may have conflicting interests with holders of shares of Class A Common Stock.

our Founders may have a different tax position from us, which could influence their decisions regarding whether and when we should dispose

of assets or incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement, and

whether and when we should undergo certain changes of control within the meaning of the Tax Receivable Agreement or terminate the Tax

Receivable Agreement.

In addition, the structuring of future transactions may take into consideration these tax or other considerations

even where no similar benefit would accrue to us.

See Part III.

“Certain Relationships and Related Transactions, Director

Independence — Tax Receivable Agreement.” In addition, our Founders’ ability to effectively control us may discourage

someone from making a significant equity investment in us, or could discourage transactions involving a change in control, including

transactions in which you as a holder of shares of Class A Common Stock might otherwise receive a premium for your shares over the then-current

market price.

cannot predict the impact our multi-class structure may have on our stock price.

cannot predict whether our multi-class structure will result in a lower or more volatile market price of our Class A Common Stock or

in adverse publicity or other adverse consequences.

For example, certain index providers have announced restrictions on including companies

with multiple-class share structures in certain of their indices.

FTSE Russell and Standard & Poor’s does not allow most

newly public companies utilizing dual or multi-class capital structure to be included in their indices.

Affected indices include the

Russell 2000 and the S&P 500, S&P MidCap 400 and S&P Small Cap 600, which together make up the S&P Composite 1500.

multi-class capital structure may make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded

funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock.

In addition, other

stock indices may take similar actions.

Given the sustained flow of investment funds into passive strategies that seek to track certain

indices, exclusion from certain stock indices would likely preclude investment by many of these funds and would make our Class A Common

Stock less attractive to other investors.

As a result, the trading price and volume of our Class A Common Stock could be adversely affected.

Relating to the Ownership of Our Class A Common Stock

law and our Certificate of Incorporation and By-Laws contain certain provisions, including anti-takeover provisions,

that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may

consider favorable.

Certificate of Incorporation, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing

an acquisition deemed undesirable by the Board and therefore depress the trading price of our Class A Common Stock.

These provisions

could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the then-current members

of the Board or taking other corporate actions, including effecting changes in management.

Among other things, the Certificate of Incorporation

and By-Laws include provisions regarding:

ability of the Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price

and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly

dilute the ownership of a hostile acquirer;

limitation of the liability of, and the indemnification of, our directors and officers;

right of the Board to elect a director to fill a vacancy created by the expansion of the Board or the resignation, death or removal of

a director, which prevents stockholders from being able to fill vacancies on the Board;

requirement that directors may only be removed from the Board for cause and upon the affirmative vote of the holders of at least 66 2/3%

of the total voting power of the then outstanding capital stock;

prohibition from and after the time we cease to be a controlled company under applicable Nasdaq rules, on stockholder action by written

consent (except for actions by the holders of Class B Common Stock, Class C Common Stock or as required for holders of any

series of Preferred Stock), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay

the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;

requirement that a special meeting of stockholders may be called only by the Board, the chairman of the Board or chief executive officer

or (ii) for so long as we are a controlled company under applicable Nasdaq rules, by our secretary at the request of any holder

of record of at least 25% of the voting power of the issued and outstanding shares of capital stock, which could delay the ability of

stockholders to force consideration of a proposal or to take action, including the removal of directors;

● controlling

the procedures for the conduct and scheduling of the Board and stockholder meetings;

requirement for the affirmative vote of holders of at least 66 2/3% of the total voting power of all of the then outstanding shares of

the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions in the Certificate of Incorporation

which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board

and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

ability of the Board to amend the By-Laws, which may allow the Board to take additional actions to prevent an unsolicited takeover and

inhibit the ability of an acquirer to amend the By-Laws to facilitate an unsolicited takeover attempt;

notice procedures with which our stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon

at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders

and delay changes in the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect

the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management.

addition, as a Delaware corporation, we will generally be subject to provisions of Delaware law, including the DGCL.

Any provision

of the Certificate of Incorporation, By-Laws or Delaware law that has the effect of delaying or preventing a change in control could

limit the opportunity for stockholders to receive a premium for their shares of our Class A Common Stock and could also affect the price

that some investors are willing to pay for our Class A Common Stock.

Certificate of Incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for certain

types of actions and proceedings between us and our stockholders, and the federal district courts as the exclusive forum for Securities

Act claims, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers,

or employees.

Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery

of the State of Delaware, or if such court does not have subject matter jurisdiction, any other court located in the State of Delaware

with subject matter jurisdiction, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our

behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee

or stockholder of Intuitive Machines, Inc.

to it or its stockholders, (c) any action asserting a claim against us or our officers

or directors arising pursuant to any provision of the DGCL, the Certificate of Incorporation or By-Laws or as to which the DGCL

confers jurisdiction on the Court of Chancery of the State of Delaware, (d) any action to interpret, apply, enforce or determine

the validity of the Certificate of Incorporation or the By-Laws or any provision thereof, (e) any action asserting a claim

against us or any current or former director, officer, employee, stockholder or agent of Intuitive Machines, Inc.

governed by the internal

affairs doctrine of the law of the State of Delaware or (f) any action asserting an “internal corporate claim” as defined

in Section 115 of the DGCL.

The Certificate of Incorporation will also provide that, unless we consent in writing to the selection

of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive

forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act.

This provision in the Certificate

of Incorporation will not address or apply to claims that arise under the Exchange Act;

however, Section 27 of the Exchange Act

creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the

rules and regulations thereunder.

To the extent these provisions could be construed to apply to such claims, there is uncertainty as

to whether a court would enforce such provisions in connection with such claims, and stockholders cannot waive compliance with the federal

securities laws and the rules and regulations thereunder.

person or entity purchasing or otherwise acquiring any interest in any of our securities of will be deemed to have notice of and consented

to the provisions of the Certificate of Incorporation described in the preceding paragraph.

These exclusive-forum provisions may

limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers,

or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.

The enforceability of

similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings,

and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision

in the Certificate of Incorporation is inapplicable or unenforceable.

If a court were to find these exclusive-forum provisions to

be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions,

which could harm its results of operations.

are a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, qualify for, and rely on,

exemptions from certain corporate governance requirements.

You may not have the same protections afforded to shareholders of companies

that are subject to such requirements .

Founders own more than 50% of the combined voting power for the election of directors to the Board, and, as a result, we are considered

a “controlled company” for the purposes of the Nasdaq rules.

As such, we qualify for exemptions from certain corporate governance

requirements, including that a majority of the Board consist of “independent directors,” as defined under the Nasdaq rules.

In addition, we are not required to have a nominating and corporate governance committee or compensation committee that is composed entirely

of independent directors with a written charter addressing the committee’s purpose and responsibilities or to conduct annual performance

evaluations of the nominating and corporate governance and compensation committees.

permitted for a “controlled company,” a majority of our Board and our Compensation and Nominating and Corporate Governance

Committees will not be independent.

Accordingly, our stockholders may not have the same protections afforded to stockholders of companies

that are subject to all of the corporate governance requirements of the Nasdaq rules.

at any time we cease to be a “controlled company” under the Nasdaq rules, the Board intends to take any action that may be

necessary to comply with the Nasdaq rules, subject to a permitted “phase-in” period.

These and any other actions necessary

to achieve compliance with such rules may increase our legal and administrative costs, will make some activities more difficult, time-consuming and

costly and may also place additional strain on our personnel, systems and resources.

Our Certificate of Incorporation does not limit the ability of Inflection

Point Holdings LLC (the “Sponsor”), investment funds affiliated with or advised by Kingstown Capital Management L.P.

“Kingstown Funds”) or our non-employee directors to compete with us.

Sponsor, the Kingstown Funds and our non-employee directors and their respective affiliates engage in a broad spectrum of activities,

including investments in the aerospace industries.

In the ordinary course of their business activities, the Sponsor, the Kingstown Funds

and our non-employee directors and their respective affiliates may engage in activities where their interests conflict with our

interests or those of our stockholders.

The Certificate of Incorporation provides that, to the fullest extent permitted by law, none

of the Sponsor, the Kingstown Funds, our non-employee directors or any their respective affiliates (including any non-employee director

who serves as an officer in both his or her director and officer capacities) will have any duty to refrain from engaging, directly

or indirectly, in the same business activities or similar business activities or lines of business in which we operate or otherwise competing

with us or any of our affiliates.

Further, to the fullest extent permitted by law, no such persons will be liable to us for breach of

any fiduciary duty solely by reason of the fact that such person engages in any such activity.

The Sponsor, the Kingstown Funds, and

their directors and officers may pursue, in their capacities other than as directors of our Board, acquisition opportunities that may

be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

In addition, the Sponsor,

the Kingstown Funds, and their directors and officers may have an interest in pursuing acquisitions, divestitures and other transactions

that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which

could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.

the past, following periods of volatility in the market price of a company’s securities, securities class action litigation

has often been brought against that company.

Shareholder activism, which could take many forms or arise in a variety of situations, has

been increasing recently.

Volatility in the stock price of our Class A Common Stock or other reasons may in the future cause it

to become the target of securities litigation or stockholder activism.

Securities litigation and stockholder activism, including potential

proxy contests, could result in substantial costs and divert management’s and our Board’s attention and resources from our

Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future,

adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel.

we may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.

its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties

of any securities litigation and stockholder activism.

may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise

adversely affect holders of Class A Common Stock, which could depress the trading price of our Class A Common Stock.

Certificate of Incorporation authorizes us to issue one or more series of preferred stock.

Our Board has the authority to determine the

preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series

and the designation of such series, without any further vote or action by our stockholders.

Our preferred stock could be issued with

voting, liquidation, dividend and other rights superior to the rights of Class A Common Stock.

The potential issuance of preferred stock

may delay or prevent a change in control of us, discourage bids for Class A Common Stock at a premium to the market price and materially

and adversely affect the market price and the voting and other rights of the holders of Class A Common Stock.

Unresolved Staff Comments.

Our headquarters is located in 34 East 51 st

Street, 5 th Floor New York, New York.

Our telephone number is (212) 319-1309.

Legal Proceedings.

We are not currently subject to any material legal

proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their

corporate capacity.

Mine Safety Disclosures.

Not applicable.

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