Item 1A. Risk Factors
ITEM 1A. RISK FACTORS
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.
The U.S. 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. In response
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. Any such
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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.