Item 1A. Risk Factors
Item
1A. Risk
Factors.
As
a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,
the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:
● we
are a blank check company and an early-stage company with no revenue or basis to evaluate
our ability to select a suitable business target;
● we
may not be able to select an appropriate target business or businesses and complete our initial
business combination within the Combination Period;
● our
expectations around the performance of a prospective target business or businesses may not
be realized;
● we
may not be successful in retaining or recruiting required officers, key employees or directors
following our initial business combination;
● our
officers and directors may have difficulty allocating their time between our Company and
other businesses and may potentially have conflicts of interest with our business or in approving
our initial business combination;
● we
may not be able to obtain additional financing to complete our initial business combination
or reduce the number of Public Shareholders requesting redemption;
● we
may issue our Ordinary Shares to investors in connection with our initial business combination
at a price that is less than the prevailing market price of our Ordinary Shares at that time;
● our
shareholders may not be given the opportunity to choose the initial business combination
target or to vote on the initial business combination;
● Trust
Account funds may not be protected against third-party claims or bankruptcy;
● an
active market for our public securities may not continue and our shareholders may have limited
liquidity and trading;
● our
financial performance following a business combination with an entity may be negatively affected
by their lack of an established record of revenue, cash flows and experienced management;
● there
may be more competition to find an attractive target for an initial business combination,
which could increase the costs associated with completing our initial business combination
and may result in our inability to find a suitable target;
● changes
in the market for directors and officers liability insurance could make it more difficult
and more expensive for us to negotiate and complete an initial business combination;
● we
may attempt to simultaneously complete business combinations with multiple prospective targets,
which may hinder our ability to complete our initial business combination and give rise to
increased costs and risks that could negatively impact our operations and profitability;
● we
may engage one or more of the Underwriters or one of their respective affiliates to provide
additional services to us after the Initial Public Offering, which may include acting as
a financial advisor in connection with an initial business combination or as placement agent
in connection with a related financing transaction. The Underwriters are entitled to receive
the deferred underwriting fee that will be released from the Trust Account only upon completion
of an initial business combination. These financial incentives may cause them to have potential
conflicts of interest in rendering any such additional services to us after the Initial Public
Offering, including, for example, in connection with the sourcing and consummation of an
initial business combination;
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● we
may attempt to complete our initial business combination with a private company about which
little information is available, which may result in a business combination with a company
that is not as profitable as we suspected, if at all;
● since
our Sponsor will lose its entire investment in us if our initial business combination is
not completed (other than with respect to any Public Shares they may acquire during or after
the Initial Public Offering), and because our Sponsor, officers and directors may profit
substantially even under circumstances in which our Public Shareholders would experience
losses in connection with their investment, a conflict of interest may arise in determining
whether a particular business combination target is appropriate for our initial business
combination;
● the
value of the Founder Shares following completion of our initial business combination is
likely to be substantially higher than the nominal price paid for them, even if the trading
price of our Class A Ordinary Shares at such time is substantially less than the $10.00
per share initially placed into the Trust Account;
● resources
could be wasted in researching acquisitions that are not completed, which could materially
adversely affect subsequent attempts to locate and acquire or merge with another business.
If we have not completed our initial business combination within the Combination Period,
our Public Shareholders may receive only the redemption price, which in any redemption will
be;
● approximately
$10.00 per public share (the “Redemption Price”) or less than such amount in
certain circumstances, on the liquidation of our Trust Account and our Warrants will expire
worthless;
● we
may not be able to complete an initial business combination with certain potential target
companies if a proposed transaction with the target company may be subject to review or approval
by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including
the Committee on Foreign Investment in the United States (“ CFIUS ”). While
our Sponsor is a limited liability company formed in Delaware and is not controlled by, nor
does it have substantial ties with, a non-U.S. person, it has two passive minority members
that are from exempted foreign states and one passive minority member from the United Arab
Emirates. Investments that result in “control” of a U.S. business by a foreign
person are always subject to CFIUS jurisdiction;
● recent
fluctuations in inflation and interest rates in the United States and elsewhere could make
it more difficult for us to consummate an initial business combination;
● adverse
developments affecting the financial services industry, including events or concerns involving
liquidity, defaults or non-performance by financial institutions, could adversely affect
our business, financial condition or results of operations, or our prospects;
● military
or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume
and price volatility for publicly traded securities, or affect the operations or financial
condition of potential target companies, which could make it more difficult for us to consummate
an initial business combination;
● if
our initial business combination involves a company organized under the laws of a state of
the United States, it is possible the Excise Tax will be imposed on us in connection with
redemptions of our Ordinary Shares after or in connection with such initial business combination;
● cyber
incidents or attacks directed at us or third parties could result in information theft, data
corruption, operational disruption and/or financial loss;
● changes
in laws or regulations, 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;
● 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;
● military
or other conflicts in Iran, Ukraine, the Middle East or elsewhere may lead to increased volume
and price volatility for publicly traded securities, or affect the operations or financial
condition of potential target companies, which could make it more difficult for us to consummate
an initial business combination; and
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● to
mitigate the risk that we might be deemed to be an investment company for purposes of the
Investment Company Act, we may, at any time (based on our Management Team’s ongoing
assessment of all factors related to our potential status under the Investment Company Act),
instruct the trustee to liquidate the investments held in the Trust Account and instead to
hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank
until the earlier of the consummation of our initial business combination or our liquidation.
As a result of such transfer, we could receive less interest on the funds held in the Trust
Account than the interest we would have received pursuant to our original Trust Account investments,
which could reduce the dollar amount our Public Shareholders would receive upon any redemption
or our liquidation.
If
we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers and their affiliates
may elect to purchase shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed business combination
and reduce the public “float” of our Class A Ordinary 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, initial shareholders, directors, officers and their affiliates may purchase
Public Shares or 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 or duty to do so. Such a purchase may include a contractual acknowledgment
that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees
not to exercise its redemption rights. In the event that our Sponsor, initial shareholders, directors, officers, advisor and their affiliates
purchase 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 shares. It is intended that, if Rule 10b-18 would
apply to purchases by Sponsor, initial shareholders, directors, officers and their affiliates, then such purchases will comply with Rule 10b-18 under
the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including
with respect to timing, pricing and volume of purchases.
Additionally,
at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material
nonpublic information), our Sponsor, initial shareholders, directors, officers and their affiliates may enter into transactions with
investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business
combination or not redeem their Public Shares. 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. None of the funds in the Trust Account will be used to purchase
Public Shares, rights or Warrants in such transactions.
The
purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination,
(2) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the
Public Warrant holders for approval in connection with our initial business combination or (3) 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. Any such purchases of our securities may result in the
completion of our initial business combination that may not otherwise have been possible.
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To
the extent that any Public Shares are purchased such purchases will be in compliance with all of the requirements set forth in Tender
Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC, including that such Public Shares
will not be voted. In addition, if such purchases are made, the public “float” of our securities may be reduced and the number
of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading
of our securities on a national securities exchange. 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. Additionally, in the event our Sponsor,
initial shareholders, directors, officers and their affiliates were to purchase Public Shares or Warrants from Public Shareholders, such
purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent
part, through adherence to the following:
● our
registration statement/proxy statement filed for our business combination transaction would
disclose the possibility that our Sponsor, initial shareholders, directors, officers and
their affiliates may purchase Public Shares or Warrants from Public Shareholders outside
the redemption process, along with the purpose of such purchases;
● if
our Sponsor, initial shareholders, directors, officers and their affiliates were to purchase
Public Shares or Warrants from Public Shareholders, they would do so at a price no higher
than the price offered through our redemption process;
● our
registration statement/proxy statement filed for our business combination transaction would
include a representation that any of our securities purchased by our Sponsor, initial shareholders,
directors, officers and their affiliates would not be voted in favor of approving the business
combination transaction;
● our
Sponsor, initial shareholders, directors, officers and their affiliates would not possess
any redemption rights with respect to our securities or, if they do acquire and possess redemption
rights, they would waive such rights;
● we
would disclose in a Form 8-K, before our security holder meeting to approve the business
combination transaction, the following material items:
● the
amount of our securities purchased outside of the redemption offer by our Sponsor, initial
shareholders, directors, officers and their affiliates, along with the purchase price;
● the
purpose of the purchases by our Sponsor, initial shareholders, directors, officers and their
affiliates;
● the
impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers
and their affiliates on the likelihood that the business combination transaction will be
approved;
● the
identities of our security holders who sold to our Sponsor, initial shareholders, directors,
officers and their affiliates (if not purchased on the open market) or the nature of our
security holders (e.g., 5% security holders) who sold to our Sponsor, initial shareholders,
directors, officers and their affiliates; and
● the
number of our securities for which we have received redemption requests pursuant to our redemption
offer.
Please
see “ Effecting Our Initial Business Combination— Permitted Purchases of Our Securities ” for a description
of how such persons will determine from which shareholders to seek to acquire securities.
We
may seek to extend the Combination Period, which could reduce the amount held in our Trust Account and have adverse effects on our Company.
If we are unable to consummate our initial business
combination on or before January 26, 2028, we may seek shareholder approval to extend the Combination Period by amending our Charter.
In such event, our Public Shareholders will be provided the opportunity to have all or a portion of their Public Shares redeemed. Any
redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect our ability to consummate our initial
business combination and may also impair our ability to maintain our Nasdaq listing.
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We
anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial business combination
by January 26, 2027. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may
adversely affect our ability to consummate an initial business combination.
Our
Registration Statement was declared effective by the SEC on January 22, 2026 and our securities are currently listed on Nasdaq. Pursuant
to our Charter, we have until January 26, 2028 to consummate our initial business combination (or April 26, 2028, if we have executed
a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing
of our Initial Public Offering). However, under the Nasdaq Rules, if a SPAC does not meet the Nasdaq 36-Month Requirement, the SPAC will
be subject to a suspension of trading and delisting from Nasdaq.
Under
the Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq
36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the
hearing panel of Nasdaq (the “ Hearing Panel ”), the scope of the Hearing Panel’s review is limited. If a SPAC
completes a business combination after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq
(a “Staff Delisting Determination”) and/or demonstrates compliance with all applicable initial listing requirements, the
combined company can apply to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain
a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq
36-Month Requirement. Accordingly, were we to amend our Charter to extend the date by which we are permitted to consummate our initial
business combination, we would still need to consummate our initial business combination on or prior to January 22, 2029 in order to
avoid a suspension of our securities from trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading
and delist our securities, our securities could potentially be quoted on an over-the-counter market. Even if our securities are then
quoted on an over-the-counter market, our Nasdaq suspension and delisting could have significant material adverse consequences, including:
● making
our securities appear to be less attractive to potential target companies than the securities
of an exchange listed SPAC;
● limited
availability of market quotations for our securities;
● reduced
liquidity for our securities;
● the
possibility that our Class A Ordinary Shares would be deemed “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;
● limited
news and analyst coverage; and
● decreased
ability to issue additional securities or obtain additional financing in the future.
In
addition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be
subject to state securities regulation and additional compliance costs.
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The
share price of the post-business combination company may be less than the Redemption Price of our Public Shares.
Each Unit sold in our Initial Public Offering
at an offering price of $10.00 per Unit consisted of one Public Share and one-third of one Public Warrant. Of the proceeds we received
from the Initial Public Offering and the Private Placement, $10.00 was placed in our Trust Account. We will provide our Public Shareholders
the opportunity to redeem all or a portion of their Public Shares in connection with the completion of our initial business combination,
and potentially upon the occurrence of certain other events prior to our initial business combination. We expect that the pro rata Redemption
Price in any redemption will be approximately $10.00 per Public Share as of March 16, 2026 (before taxes payable, if any), representing
a pro rata portion of our Trust Account without taking into account any interest or other income earned on such funds (less any withdrawals
from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, Public
Shareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption
for each Public Share that they choose to redeem.
There
can be no assurance that, after our initial business combination, our Public Shareholders would be able to sell their shares in the post-business
combination company for the Redemption Price, or any higher price. We have not as yet identified a target and are therefore unable to
provide any assurances as to its financial condition, business prospects or potential risks. It is therefore possible that the share
price of the post-business combination company may decline below Redemption Price In recent years, the share prices of many post-business
combination companies have fallen following a business combination. As a result, if our Public Shareholders continue to hold shares in
the post-business combination company following our initial business combination, we cannot assure our shareholders that the trading
price of such shares will be greater than the Redemption Price.
Certain
agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.
Certain of the agreements related to the Initial
Public Offering to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include,
among others, the (i) Underwriting Agreement, (ii) Letter Agreement, (iii) registration rights agreement, (iii) Private Placement Warrants
Purchase Agreement and (iv) Administrative Services Agreement. These agreements contain various provisions that our Public Shareholders
might deem to be material. For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up provisions with respect
to the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or
waivers to such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent of the Underwriters.
Any such modification, such as an amendment to shorten lock-up restrictions, may benefit our Sponsor, officers and/or directors. Any
such amendments would not require approval from our shareholders, may result in the completion of our initial business combination that
may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, although
we would not amend lock-up provisions to permit securities held by our Sponsor to be freely sold, except to permitted transferees, prior
to our initial business combination, we may amend such provisions to permit them to be freely sold after the business combination earlier
than they would otherwise be permitted, which may have an adverse effect on the price of our securities. In no event, however, will the
Letter Agreement be amended to enable the Sponsor, officers or directors to redeem any of their Founder Shares from the aggregate amount
then on deposit in the Trust Account.
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Uncertainty
in connection with certain international economic and political relationships, including the imposition of tariffs on international trade,
political disputes, regulatory changes and other international matters could have a material adverse effect on our ability to identify
potential targets and to consummate our initial business combination, and could adversely affect the financial performance of any target,
either foreign or domestic.
The
international economic and political environment is dynamic and subject to change. There is currently significant uncertainty about the
future economic and political relationships between the United States and a number of other countries. These uncertainties include, among
other things, the potential imposition of protective tariffs on goods imported from other countries and reciprocal tariffs other countries
may impose on United States products, political disputes that may affect relationships between the United States and other countries
and the imposition of regulatory or other restrictions on trade and commerce. Any such matters could potentially limit the number of
potential targets we may consider, and could also have a material adverse effect on the financial performance of such potential targets.
Among other things, historical financial performance of companies affected by these international matters may not provide as accurate
a barometer of future performance as would pertain in a more stable economic environment.
For
additional risks relating to our operations, other than as set forth above, see the section titled “Risk Factors” contained
in our Registration Statement. Any of these factors could result in a significant or material adverse effect on our results of operations
or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial business combination.
We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
The
nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of our Public
Shares upon the consummation of our initial business combination, and our Sponsor is likely to make a substantial profit on its investment
in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our Ordinary
Shares to materially decline.
We
are offering our Units at an offering price of $10.00 per unit and the amount in our Trust Account is initially anticipated to be $10.00
per public share, implying an initial value of $10.00 per public share. However, prior to the Initial Public Offering, our Sponsor paid
a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.003 per share. As a result, the value of our
Public Shares may be significantly diluted upon the consummation of our initial business combination, when the Founder Shares are converted
into Public Shares.
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 $213,400,000 (which is the amount we would have in the Trust Account for our initial business combination), (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 initial shareholders 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 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 $6,600,000 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.
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Public shares
22,000,000
Founder shares
8,433,333
Representative shares
165,000
Total shares (not including shares issuable upon exercise of Private Placement Warrants and including representative shares)
29,498,333
Total funds in trust available for initial business combination (1)
$ 213,400,000
Public shareholders’ investment per Class A Ordinary Share (2)
$ 10.00
Sponsor’s investment per Class B Ordinary Share (3)
$ 0.003
Initial implied value per public share (4)
$ 10.00
Implied value per share upon consummation of initial business combination (5)
$ 7.23
Does
not take into account other potential impacts on our valuation at the time of the business combination, such as the trading price of
our Public Shares, the business combination transaction costs (including payment of the deferred underwriting commissions (see the section
entitled “Underwriting” )), any equity issued or cash paid to the target’s sellers or other third parties,
or the target’s business itself, including its assets, liabilities, management and prospects.
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.
The
total investment in the equity of the Company by the Sponsor is $4,695,000, consisting of (i) $25,000 paid by the Sponsor for the
Founder Shares, (ii) $4,670,000 paid by the Sponsor for 4,670,000 Private Placement Warrants. For purposes of this table, the full
investment amount is ascribed to the Founder Shares only.
Initial
implied value per public share is defined as the funds available for the initial business combination divided by the Public Shares issued
of 22,000,000.
All
Founder Shares would automatically convert into Class A Ordinary Shares upon completion of our initial business combination or earlier
at the option of the holder.
Based on these assumptions, each Class A
Ordinary Share would have an implied value of $7.23 per share upon completion of our initial business combination, representing an approximately
27.7% decrease from the initial implied value of $10.00 per public share. While the implied value of $7.23 per Class A Ordinary Share
upon completion of our initial business combination would represent a dilution to our Public Shareholders, this would represent a significant
increase in value for our Sponsor relative to the price it paid for each Founder Share. At $10.00 per Class A Ordinary Share, the
8,433,333 Class A Ordinary Shares that the Sponsor would own upon completion of our initial business combination (after automatic
conversion of the 8,433,333 Founder Shares) would have an aggregate implied value of $84,333,330. As a result, even if the trading price
of our Class A Ordinary Share significantly declines, the value of the Founder Shares held by our Sponsor will be significantly greater
than the amount our Sponsor paid to purchase such shares. In addition, our Sponsor could potentially recoup its entire investment in our
Company even if the trading price of our Class A Ordinary Shares after the initial business combination is as low as $0.64 per share.
As a result, our Sponsor is likely to earn a substantial profit on its investment in us upon disposition of its Class A Ordinary
Shares even if the trading price of our Class A Ordinary Shares declines after we complete our initial business combination. Our
Sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing 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.
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Our
search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination,
may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict
and the recent escalation of the conflict in the Middle East and Southwest Asia, including Iran.
United States
and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict
and the recent escalation of conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict,
the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States,
the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus
and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank
Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue
to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest
Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict
in the Middle East and Southwest Asia, particularly the escalation of the Israel-Hamas and Israel-Iran conflicts, and the resulting measures
that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel,
Iran and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional
and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions,
including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased
cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial
markets and lead to instability and lack of liquidity in capital markets.
Any
of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting
from the Russian invasion of Ukraine, the escalation of the conflict in the Middle East and Southwest Asia, particularly the escalation
of the Israel-Hamas and Israel-Iran conflicts, and subsequent sanctions or related actions, could adversely affect our search for an
initial business combination and any target business with which we may ultimately consummate an initial business combination.
The
extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could
be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in
expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks
described in this section. If these disruptions or other matters of global concern continue for an extended period of time, our ability
to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial
business combination, may be materially adversely affected.
Military
or other conflicts in Ukraine, the Middle East and Southwest Asia, or elsewhere may lead to increased volume and price volatility for
publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult
for us to consummate an initial business combination.
Military
or other conflicts in Ukraine, the Middle East, Southwest Asia, or elsewhere may lead to increased volume and price volatility for publicly
traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific,
national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to
identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all.
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