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Item 1A. Risk Factors

2023-11-14 compared with 2023-08-15 · 42 added, 7 removed, 3 unchanged (94% of the section changed)

As of the date of this Quarterly Report on Form 10-Q there have been

no changes to the risk factors disclosed in our Prospectus filed with the SEC on January 11, 2021 and our Form 10-K filed with the SEC

on March 31, 2023.

Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business

or results of operations.

We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future

filings with the SEC.

Investing in our ordinary shares involves a high degree of risk.

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

Quarterly Report as well as those risk factors previously disclosed in our Annual Report.

Any of these factors could result in a

material adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or

that we currently deem immaterial may also impair our business or results of operations.

We may disclose changes to such risk

factors or disclose additional risk factors from time to time in our future filings with the SEC.

Our search for a Business Combination, and any target business

with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical conditions resulting

from the invasion of Ukraine by Russia and the Israel-Hamas war, subsequent sanctions against related individuals and entities and the

status of debt and equity markets, as well as protectionist legislation in our target markets.

and global markets are experiencing volatility and disruption

following the escalation of geopolitical tensions, the invasion of Ukraine by Russia in February 2022 and the Israel-Hamas war.

to the invasion of Ukraine by Russia, 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 Israel during the ongoing military conflicts,

increasing geopolitical tensions.

The invasion of Ukraine by Russia, the Israel-Hamas war 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 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

military conflict in Ukraine and Israel is highly unpredictable, the conflicts could lead to market disruptions, including significant

volatility in energy and other commodity prices, credit and capital markets, as well as supply chain interruptions.

Additionally, these

and any other military actions and 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 Israel-Hamas

war, and subsequent sanctions, could adversely affect our search for a Business Combination and any target business with which we may

ultimately consummate a Business Combination.

The extent and duration of the Russian invasion of Ukraine, the Israel-Hamas war, 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.

disruptions may also have the effect of heightening many of the other risks described elsewhere in this Quarterly Report.

If these disruptions

or other matters of global concern continue for an extensive period of time, our ability to consummate a Business Combination, or the

operations of a target business with which we may ultimately consummate a Business Combination, may be materially adversely affected.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

2 unchanged sentences

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-Q

Item 1A. Risk Factors