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Item 1A. Risk Factors

2025-03-27 compared with 2024-03-19 · 1501 added, 1961 removed, 11 unchanged (100% of the section changed)

RISK FACTORS.

of Risk Factors

6 unchanged sentences

Such risks include, but are not limited to, the following:

were incorporated in November 2020 and we have no operating history and no revenues, and

you have no basis on which to evaluate our ability to achieve our business objective.

performance by our management team or their respective affiliates may not be indicative of

future performance of an investment in us.

shareholders may not be afforded an opportunity to vote on our proposed initial business

combination, which means we may complete our initial business combination even though a majority

of our shareholders do not support such a combination.

only opportunity to affect the investment decision regarding a potential business combination

may be limited to the exercise of your right to redeem your shares from us for cash.

we seek shareholder approval of our initial business combination, our initial shareholders

have agreed to vote in favor of such initial business combination, regardless of how our

public shareholders vote.

our initial business combination with Stardust Power is unsuccessful and we need to search

for another target business, the ability of our public shareholders to redeem their shares

for cash may make our financial condition unattractive to potential business combination

targets, which may make it difficult for us to enter into a business combination with a target.

ability of our public shareholders to exercise redemption rights with respect to a large

number of our shares may not allow us to complete the most desirable business combination

or optimize our capital structure.

requirement that we consummate an initial business combination by the Termination Date may

give Stardust Power leverage over us in negotiating a business combination and limits the

time we have in which to conduct due diligence on potential 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.

success to consummate a business combination with Stardust Power may be materially adversely

affected by the status of debt and equity markets.

default or failure of one or more of the U.S.

and multi-national financial institutions that

we rely on for banking services may adversely affect our business and financial condition.

we seek shareholder approval of our initial business combination, our initial shareholders,

directors, executive officers, advisors and their affiliates may elect to purchase public

shares or warrants, which may influence a vote on a proposed business combination and reduce

the public “float” of our Class A ordinary shares or public warrants.

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 tendering

shares, such shares may not be redeemed.

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 warrants, potentially at a loss.

may delist our securities from trading on its exchange, which could limit investors’

ability to enter into transactions in our securities and subject us and them to additional

trading restrictions.

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

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.

not consummated our initial business combination within the required time period, our public

shareholders may receive only $10.00 per public share, or less in certain circumstances,

on the liquidation of our trust account and our detachable redeemable warrants will expire

worthless and no distributable redeemable warrants will be issued.

the net proceeds of our IPO and the concurrent sale of private placement warrants not being

held in the trust account are insufficient to allow us to operate until the Termination Date,

it could limit the amount available to fund our search for a target business or businesses

and our ability to complete our initial business combination, and we will depend on loans

from our sponsor, its affiliates or members of our management team to fund our search and

complete our initial business combination.

increases in inflation in the United States and elsewhere may be leading to increased price

volatility for publicly traded securities, including ours, and may lead to other national,

regional and international economic disruptions, any of which could make it more difficult

for us to consummate a business combination.

between Russia and Ukraine and Israel and Hamas may lead to increased price volatility for

publicly traded securities, including ours, and to other national, regional and international

economic disruptions, any of which could make it more difficult for us to identify a business

combination partner and consummate a business combination on acceptable commercial terms

the Sponsor, as well as GPAC’s officers and directors, have interests that are different,

or in addition to (and which may conflict with), the interests of the public shareholders,

a conflict of interest may have existed in determining whether the Business Combination with

Stardust Power is appropriate as our initial business combination.

Such interests include

that the Sponsor will lose its entire investment in us if the business combination is not

investment in our securities involves a high degree of risk.

You should carefully consider all of the risks described below, together

with the other information contained in this report, before making a decision to invest in our securities.

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.

For risk factors related to the proposed business

combination with Stardust Power, see the “Risk Factors” section of the registration statement on Form S-4 that was filed

with the SEC by GPAC on January 12, 2024.

Relating to our Search for, Consummation of, or Inability to Consummate a Business Combination and

Post-Business Combination Risks

shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our

initial business combination even though a majority of our shareholders do not support such a combination.

may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require

shareholder approval under applicable law or stock exchange listing requirement.

For instance, if we were seeking to acquire a target

business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder

approval to complete such a transaction.

Except for as required by applicable law or stock exchange listing requirement, the decision

as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their 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.

Accordingly, we may complete

our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business

combination we complete.

we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote

in favor of such initial business combination, regardless of how our public shareholders vote.

sponsor owned, on an as-converted basis, 20% of our outstanding ordinary shares immediately following the completion of our initial public

On January 11, 2023, we held the 2023 Extension Meeting to, in part, approve the 2023 Extension Amendment Proposal.

In connection

with that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares.

On January 9, 2024, The Company held the 2024 Extension Meeting to, in part, approve the 2024

Extension Amendment Proposal.

In connection with that vote, the holders of 2,137,134 Class A ordinary shares of the Company exercised

their right to redeem their shares.

Accordingly, our initial shareholders currently own, on an as-converted basis, approximately

80.69% of our outstanding ordinary shares.

Our sponsor and members of our management team also may from time to time purchase Class A

ordinary shares prior to our initial business combination.

Our amended and restated memorandum and articles of association provide that,

if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution

under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled

to vote thereon and who vote at a general meeting.

As a result, in addition to our initial purchaser’s founder shares, we would

need none of our currently outstanding public shares to be voted in favor of an initial business combination in order to have our initial

business combination approved.

Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our

sponsor and each member of our management team to vote in favor of our initial business combination will increase the likelihood that

we will receive the requisite shareholder approval for such initial business combination.

only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your

right to redeem your shares from us for cash.

the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target

Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders

may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval.

Accordingly, your

only opportunity to affect the investment decision regarding a potential 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 combination.

we do not end up consummating a business combination with Stardust Power and need to look for another target company, the ability of

our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination

targets, which may make it difficult for us to enter into a business combination with a target.

currently have no minimum cash requirement with Stardust Power in anticipation for consummating our initial business combination.

if that was to be unsuccessful, we may seek to enter into a business combination transaction agreement with a prospective target that

requires as a closing condition that we have a minimum net worth or a certain amount of cash.

If too many 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

business combination.

Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination

transaction with us.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete

the most desirable business combination or optimize our capital structure.

we entered into our Business Combination Agreement with Stardust Power, we did not know how many shareholders may exercise their redemption

rights, and therefore had to structure the transaction based on our expectations as to the number of shares that will be submitted for

If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater

portion of the cash in the trust account or arrange for additional third-party financing.

Raising additional third-party financing may

involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

The above considerations may limit

our ability to complete the most desirable business combination available to us or optimize our capital structure.

The amount of the

deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with

an initial business combination.

The per-share amount we will distribute to shareholders who properly exercise their redemption rights

will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect

our obligation to pay the entire deferred underwriting commissions.

ability of our public shareholders to exercise redemption rights with respect to a large number of our 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 shares.

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, which is currently not the case with the Business Combination Agreement with

Stardust Power, 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 funds in the trust account until we liquidate the trust account.

If you are in need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such time our 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 our redemption until we liquidate or you are able to sell your

shares in the open market.

requirement that we consummate an initial business combination by the Termination Date, after the closing of our IPO may give potential

target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence

on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to

complete our initial business combination on terms that would produce value for our shareholders.

potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate

an initial business combination by the Termination Date.

Consequently, such target business, including Stardust Power, may obtain leverage

over us in negotiating a 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 Termination Date.

In 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.

working capital position and the requirement that we consummate an initial business combination by the Termination Date, after the closing

of our IPO give rise to substantial doubt about our ability to continue as a going concern.

December 31, 2023, we had approximately $22,000 in cash and approximately $7,836,000 in negative working capital.

We have incurred and

we expect to continue to incur significant costs in pursuit of a business combination.

Further, we have until the Termination Date to

consummate a business combination, and it is uncertain that we will be able to consummate a business combination by that date.

If a business

combination is not consummated by that date, unless we extend the Termination Date further, we will commence a mandatory liquidation

and subsequent dissolution.

These conditions raise substantial doubt about our ability to continue as a going concern for a period of

time within one year after the date of our financial statements included in this report.

Our financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

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 even result in

our inability to find a target or to consummate an initial business combination if our initial business combination with Stardust Power

is unsuccessful and we must look for another suitable target business.

recent years, the number of special purpose acquisition companies that have been formed has increased substantially.

Many potential targets

for special purpose acquisition companies have already entered into an initial business combination, and there are still many special

purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.

If our initial business combination with Stardust Power is unsuccessful, and we must look for another suitable target business attractive

targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate

an initial business combination.

addition, because there are more special purpose acquisition companies 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.

If we are unable to consummate an initial business combination, our public shareholders may receive only

$10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, our detachable redeemable warrants

will expire worthless and no distributable redeemable warrants will have been distributed.

may engage one or more of the underwriters of our IPO or one of their respective affiliates to provide additional services to us after

the IPO, 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.

Our underwriters are entitled to receive deferred underwriting commissions that will

be released from the trust account only upon a completion of an initial business combination.

This may cause them to have potential conflicts

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

initial business combination.

may engage one or more of our IPO underwriters or one of their respective affiliates to provide additional services to us after the IPO,

including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private

offering or arranging debt financing transactions.

We may pay such underwriters or 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 underwriting

commissions conditioned on the completion of an initial business combination.

The underwriters’, or their respective affiliates’,

financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in

their provision of any additional services to us, including potential conflicts of interest in connection with the sourcing and consummation

of an initial business combination.

search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially

adversely affected by the status of debt and equity markets.

ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by national

and global events outside of our control, including as a result of increased market volatility, decreased market liquidity in third-party

financing being unavailable on terms acceptable to us or at all.

depend on a variety of U.S.

and multi-national financial institutions to provide us with banking services.

The default or failure of

one or more of the financial institutions that we rely on may adversely affect our business and financial condition.

maintain the majority of our cash and cash equivalents in accounts with major U.S.

and multi-national financial institutions, and our

deposits at certain of these institutions exceed insured limits.

Market conditions can impact the viability of these institutions.

the event of the failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance

that we would be able to access uninsured funds in a timely manner or at all.

Any inability to access or delay in accessing these funds

could adversely affect our liquidity, business and financial condition.

may not be able to consummate an initial business combination by the Termination Date, 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 detachable redeemable warrants will expire worthless,

and our distributable redeemable warrants will never have been distributed.

initial business combination with Stardust Power may be unsuccessful or may not be consummated by the Termination Date.

If so, we may

not be able to find a suitable target business and consummate an initial business combination by the Termination Date after the closing

of our IPO that may be proposed to and approved by our shareholders in the form of an amendment to our amended and restated memorandum

and articles of association.

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.

If we have not consummated an initial business combination

within such applicable 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 and not previously

released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of

the 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 the requirements of other applicable

Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation

of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as

promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

In either such

case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their

shares, our detachable redeemable warrants will expire worthless and no distributable redeemable warrants will have been distributed.

we have not consummated an initial business combination by the Termination Date, our public shareholders may be forced to wait beyond

such 42 months before redemption from our trust account.

we have not consummated an initial business combination by the Termination Date, extended from 24 months due to the Extension Periods,

the proceeds 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 income taxes, if any (less 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.

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

In that case, investors may be forced to wait beyond 42 months from the closing of our IPO 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, prior thereto, we consummate

our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, 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 do not complete our initial business combination and do not amend certain provisions

of our amended and restated memorandum and articles of association.

Our amended and restated memorandum and articles of association provide

that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing

procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days

thereafter, subject to applicable Cayman Islands law.

we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates

may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public

“float” of our Class A ordinary shares or public warrants.

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, executive officers, advisors or their affiliates may purchase

public shares or detachable redeemable warrants or a combination thereof 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.

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 or warrants in such transactions.

the event that our sponsor, directors, executive officers, advisors or 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.

The purpose of any such transaction could be to (1) vote in favor of the business

combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number

of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with

our initial business combination or (3) satisfy a closing condition in an agreement with a target, if the initial business combination

with Stardust Power is unsuccessful, 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.

In addition, if such purchases are made,

the public “float ” of our Class A ordinary shares or public warrants 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.

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 tendering its shares, such shares may not be redeemed.

will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business

Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials,

as applicable, such shareholder may not become aware of the opportunity to redeem its shares.

In addition, the proxy solicitation or

tender offer materials, 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 redeem or tender public shares.

In the event that

a shareholder fails to comply with these procedures, its shares may not be redeemed.

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 warrants, potentially at a loss.

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 Class A ordinary shares that such shareholder properly elected

to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered 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 provide holders of our Class A ordinary shares the right to have their shares redeemed 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 the Termination

Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption

of our public shares if we have not consummated an initial business by the Termination Date from the closing of our IPO, subject to applicable

law and as further described herein.

Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote

described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion

of an initial business combination or liquidation if we have not consummated an initial business combination by the Termination Date

from the closing of our IPO, with respect to such Class A ordinary shares so redeemed.

In no other circumstances will a public shareholder

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

warrants, potentially at a loss.

provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our Class A ordinary

shares (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the

approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend

and vote at a general meeting of the Company, which is a lower amendment threshold than that of some other blank check companies.

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.

other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those

which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders.

In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders.

Our amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of

our Class A ordinary shares (including the requirement to deposit proceeds of our IPO and the private placement of warrants into the

trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders

as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares

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 at least 65% of our ordinary shares;

provided that the provisions

of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial

business combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend

and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares.

and its permitted transferees, if any, who will collectively beneficially own, on an as-converted basis, 80.69% of our Class A ordinary

shares as of March 19, 2024, 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 they choose.

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-business combination behavior more easily than

some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree.

shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

sponsor, executive officers and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our

amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide

holders of our Class A ordinary shares the right to have their shares redeemed 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 the Termination Date or (B) with respect

to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with

the opportunity to redeem their Class A ordinary 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 income taxes, if any, divided by the number of the then-outstanding public shares.

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, executive 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.

may amend the terms of the contingent rights in a way that may be adverse to holders with the consent or vote of the holders of not less

than two-thirds of the then outstanding contingent rights, as evidenced by their ownership of the ordinary shares.

contingent rights have been issued under a contingent rights agreement between Continental Stock Transfer & Trust Company, as rights

agent, and us.

The contingent rights agreement provides that the terms of the contingent rights may be amended without the consent of

any holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained therein

or adding or changing any other provision with respect to matters or questions arising under the contingent rights agreement as the parties

may deem necessary or desirable.

The contingent rights agreement requires the consent or vote of the holders of not less than two-thirds

of the then outstanding contingent rights, as evidenced by their ownership of the ordinary shares, in order to make any change that will

adversely affect the interests of the holders of the contingent rights.

As a result, a change that is approved by two-third of the holders

of the contingent rights, as evidenced by their ownership of the ordinary shares, could adversely affect your contingent rights, without

your approval.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

business, which could compel us to restructure or abandon a particular business combination.

If we have not consummated our initial business

combination within the required time period, our public shareholders may receive only $10.00 per public share, or less in certain circumstances,

on the liquidation of our trust account and our detachable redeemable warrants will expire worthless and no distributable redeemable

warrants will have been issued.

the net proceeds of our IPO and the sale of the private placement warrants prove to be insufficient for the capital requirements of the

initial business combination, either because of the size of our initial business combination, the depletion of the available net proceeds

in search of a target business if the initial business combination with Stardust Power is unsuccessful, the obligation to redeem for

cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the

terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional

financing or to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable terms,

The current economic environment may make it difficult for companies to obtain acquisition financing.

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 business combination and seek an alternative target business candidate.

If we have not consummated

our initial business combination by the Termination Date, our public shareholders may receive only $10.00 per public share, or less in

certain circumstances, on the liquidation of our trust account and our detachable redeemable warrants will expire worthless and no distributable

redeemable warrants will have been issued.

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.

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

the net proceeds of our IPO and the sale of the private placement warrants are intended to be used to complete an initial business combination

with Stardust Power, or another target business if the initial business combination with Stardust Power is unsuccessful, we may be deemed

to be a “blank check” company under the United States securities laws.

However, we are exempt from rules promulgated by the

SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits or protections

of those rules.

Among other things, this means that since our securities were immediately tradable and, we have a longer period of time

to complete our initial business combination than do companies subject to Rule 419.

Moreover, if our IPO 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.

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 have not consummated our initial business combination within the required time period, our public

shareholders may receive only $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, our

detachable redeemable warrants will expire worthless and no distributable redeemable warrants will have been issued.

expect to encounter intense 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 greater technical, human and other resources 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.

If the initial business combination with

Stardust Power is unsuccessful, while we believe there are numerous target businesses we could potentially acquire with the net proceeds

of our IPO 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 shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender

Target companies will be aware that this may reduce the resources available to us for our initial business combination.

these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

If we have not consummated

our initial business combination within the required time period, our public shareholders may receive only $10.00 per public share, or

less in certain circumstances, on the liquidation of our trust account, our detachable redeemable warrants will expire worthless and

no distributable redeemable warrants will have been issued.

the net proceeds of our IPO and the sale of the private placement warrants not being held in the trust account are insufficient to allow

us to operate by the Termination Date, following the closing of our IPO, it could limit the amount available to fund our search for a

target business or businesses, if the initial business combination with Stardust Power is unsuccessful, and our ability to complete our

initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund

our search and to complete our initial business combination.

the net proceeds of our IPO and the sale of the private placement warrants, over $1,350,000 was available to us initially outside the

trust account to fund our working capital requirements.

We believe that, upon the closing of our IPO, the funds available to us outside

of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team will

be sufficient to allow us to operate for at least until the Termination Date;

however, we cannot assure you that our estimate is accurate,

and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances.

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 if the initial business combination with Stardust Power is unsuccessful.

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 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 business combination, although we do not have any current intention to do so and have not done

so with our current initial business combination with Stardust Power.

If we entered into a letter of intent 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.

we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management

team or other third parties to operate or may be forced to liquidate.

Neither our sponsor, members of our management team nor their affiliates

is under any obligation to us in such circumstances.

Any such advances may 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 $2,000,000 of such loans may be convertible into

warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender.

Additionally, of the $5,250,000

that the Sponsor agreed to loan the Company via issuing a number of promissory notes, the Company has drawn down approximately $3,481,355,

including approximately $49,000 of costs paid directly by the Sponsor, for costs related to costs of the public offering.

would be identical to the private placement warrants.

Prior to the completion of our initial business combination, we do not expect to

seek loans from parties other than our sponsor, its affiliates or members of our management team 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.

not consummated our initial business combination within the required time period 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 $10.00

per public share, or possibly less, on our redemption of our public shares, our detachable redeemable warrants will expire worthless

and no distributable redeemable warrants will have been issued.

We may have a limited ability to assess the management of Stardust

Power and another prospective target business and, as a result, may affect our initial business combination with a target business whose

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

evaluating the desirability of effecting our initial business combination with Stardust Power, and if the initial business combination

is not successful, with another prospective target business, our ability to assess the target business’s management is limited

due to a lack of time, resources and 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’s

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 holders who choose to retain their securities following

the business combination could suffer a reduction in the value of their securities.

Such holders are unlikely to have a remedy for such

reduction in value.

officers and directors of an acquisition candidate may resign upon completion of our initial business combination.

The loss of Stardust

Power’s or another business combination target’s key personnel could negatively impact the operations and profitability of

our post-combination business.

role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained

future performance is difficult to evaluate because we have a limited operating history in

the lithium industry.

limited history makes it difficult to evaluate our business and prospects and may increase

the risks associated with your investment.

management has identified conditions that raise substantial doubt about our ability to continue

as a going concern.

are a development stage company, and there is no guarantee that our development will result

in the commercial production of lithium from brine sources.

face numerous risks related to exploration, construction, and extraction of brine by our

quarterly and annual operating and financial results and our revenue are likely to fluctuate

significantly in future periods.

long-term success will depend ultimately on our ability to generate revenues, achieve and

maintain profitability, and develop positive cash flows from our battery-grade lithium production

of lithium feedstock may prove to be non-viable, which could have material adverse impact

on our business and operations.

● Logistics costs based

on a hub and spoke refinery model may increase the price to where it is not economically viable.

if we are successful in completing all initial phases and the first commercial production

at our Facility and consistently produce battery-grade lithium on a commercial scale, we

may not be successful in commencing and expanding commercial operations to support the growth

of our business.

● Our ability to manage growth will have an impact on our business, financial

condition and results of operations.

products may not qualify for use for our intended customers.

might not be able to sell our products as intended.

and other obstacles may prevent the successful completion of our Facility.

may not be able to develop, maintain and grow strategic relationships, identify new strategic

relationship opportunities or form strategic relationships, in the future.

● Lithium can be highly

combustible, and if we have incidents, it could adversely impact us.

lithium brine industry includes well capitalized companies, and we may not have sufficient

resources to compete against them.

producers could disrupt the market and be able to provide products cheaper than the Company.

may be unable to qualify for existing federal and state level grants and incentives and the

grants and incentives may not be released to us as quickly or efficiently as we anticipate

development of non-lithium battery technologies could adversely affect us.

prices are subject to unpredictable fluctuations.

development of our lithium refinery is highly dependent upon the currently projected demand

for and uses of lithium-based end products.

future growth and success are dependent upon consumers’ demand for electric vehicles

in an automotive industry that is generally competitive, cyclical and volatile.

may be unable to successfully negotiate final, binding terms related to our current non-binding

memoranda of understanding and letters of intent for supply and offtake agreements, which

could harm our commercial prospects.

escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East,

or the emergence of conflict elsewhere, may adversely affect our business.

tariffs or a global trade war could increase the cost of products we rely upon, which could

adversely impact the competitiveness of our business and our financial results.

change, legislation, regulation and policies may result in increased operating costs and

otherwise affect our business, our industry and the global economy.

● We identified material weaknesses in our internal control over financial reporting in prior year.

If we experience

additional material weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of internal control

over financial reporting, we may not be able to accurately or timely report our financial results, which could result in loss of investor

confidence and adversely impact our stock price.

Related to Our Business and Industry

future performance is difficult to evaluate because we have a limited operating history in the lithium industry.

have had a limited operating history in the lithium industry, and we have not realized any revenues to date from the sale of lithium,

and our operating cash flow needs have been financed through issuance of SAFE notes, debt and equity securities, and not through cash

flows derived from our operations.

As a result, we have little historical financial and operating information from our lithium business

to help you evaluate our performance.

limited history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

incorporated on March 16, 2023, and have yet to construct our Facility and commence production.

As a result, we have a limited operating

history upon which to evaluate our business and future prospects, which subjects us to a number of risks and uncertainties, including

our ability to plan for and predict future growth.

Since our founding, and acquisition of land for the establishment of our Facility,

we have made significant progress towards site due diligence, engineering and techno-economic analysis for assessing suitability of the

land and location.

The refinery designs, brine extraction and transportation process to our Facility, process configurations, and control

system of the Facility are representative of an industrial-scale battery-grade lithium production facility.

We have also undertaken and

continue to undertake various environmental studies by industry experts.

As we continue to develop our production Facility, we expect

our operating losses and negative operating cash flows to grow until first commercial production and sales.

may encounter risks and difficulties experienced by growing companies in rapidly developing and changing industries, including challenges

related to achieving market acceptance of our products, competing against companies with greater financial and technical resources, competing

against entrenched incumbent competitors that have long-standing relationships with our prospective customers in the battery-grade lithium

market, recruiting and retaining qualified employees, and making use of our limited resources.

We cannot ensure that we will be successful

in addressing these and other challenges that we may face in the future, and our business may be adversely affected if we do not manage

these risks appropriately.

As a result, we may not attain sufficient revenue to achieve or maintain positive cash flow from operations

or profitability in any given period, or at all.

management has identified conditions that raise substantial doubt about our ability to continue as a going concern.

management has concluded that there is substantial doubt about our ability to continue as a going concern.

Since inception, we have incurred

significant operating losses, have an accumulated deficit of approximately $52.62 million as of December 31, 2024, and negative operating

cash flow of approximately $9.72 million for the year ended December 31, 2024.

Our management expects that operating losses and negative

cash flows may continue to increase from the December 31, 2024, levels, particularly because we are not generating any revenue as yet

and owing to additional costs towards capital expenditure and expenses related to the development of site preparation, engineering, feasibility

studies, and investment in upstream companies and salaries of the senior team and professional expenses.

These conditions raise substantial

doubt about our ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent

upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company’s

operating and investing activities.

There can be no assurance that we will be successful in our plans described elsewhere in this

annual report or in attracting future debt, equity financings or strategic and collaborative ventures with third parties on acceptable

terms, or if at all.

If we are unable to raise adequate capital at favorable terms, the business, operations and financial results, and

hence stock price of securities of the Company in the public markets may be adversely impacted, which could have a material adverse impact

on your investment.

are a development stage company, and there is no guarantee that our development will result in the commercial production of lithium from

brine sources.

a development stage company, we have yet to start the purification of lithium brine to produce battery-grade lithium and are not likely

to generate revenue in our initial years of operations.

Accordingly, we cannot assure you that we will ever realize any profits.

profitability in the future from our business will be dependent upon an economic method of extracting the required brine by our partners,

whether directly or as byproducts of the oil and gas industry, and from further exploration and development of other economic sources

Further, we cannot assure you that any exploration and extraction programs conducted by our partners will result in profitable

commercially viable extraction, purification and production operations.

The exploration, extraction and purification of lithium brine,

whether obtained from deposits or as byproducts of the oil and gas industry, involves a high degree of financial risk over a significant

period of time, which may or may not be reduced or eliminated through a combination of careful evaluation, experience, and skilled management.

While the discovery of additional lithium brine deposits may result in increasing and diversifying supply sources, there can be no assurances

that costs associated with extraction and subsequent transportation to the Facility would be economical and efficient enough for profitable

commercial production.

Further, significant expenses may be required by our partners to construct processing facilities and to establish

brine reserves.

do not know with certainty that economically recoverable lithium exists on properties of our partners from who we seek to obtain brine.

In addition, the quantity of any brine reserves may vary depending on input prices.

Any material change in the quantity or grade of brine

may affect the economic viability of our properties.

to the entering into of commercial product and offtake agreements to sell battery-grade lithium, we may be required to import the input

raw materials in order to meet demand.

In that event, import expenses, levies by exporting governments, regulatory approvals, shipping

and logistics arrangements and costs, could potentially make the production of battery-grade lithium at our facilities economically unviable.

This could have a material adverse impact on our business, financial condition, and results of operations and cash flows.

face numerous risks related to exploration, construction, and extraction of brine by our suppliers.

level of profitability, if any, in future years will depend to a great degree on lithium prices and whether we can purchase brine at

a price that is economically feasible for us to produce battery-grade lithium.

Exploration and development of lithium resources are highly

speculative in nature, and it is impossible to ensure that any of our suppliers will establish reserves.

Whether it will be economically

feasible for our suppliers to extract lithium depends on a number of factors, including, but not limited to:

(i) particular attributes

of the brine assets, such as chemical composition of lithium, presence of contaminants, temperature of the brine, physical and chemical

conditions of the brine and extraction technology and proximity to infrastructure, among other factors;

(ii) lithium prices;

(iii) extraction,

processing and, purification;

(iv) logistics and transportation costs;

(v) willingness of lenders and investors to provide capital, including

project financing;

(vi) labor costs and possible labor strikes;

(vii) non-issuance or delays in the issuance of permits;

(viii) electric

vehicle supply and demand;

and (ix) governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties,

land tenure, land use, importing and exporting materials, grants, foreign exchange, environmental, health and safety, employment, transportation,

and reclamation and closure obligations.

are also subject to the risks normally encountered in the lithium industry, that may impact our suppliers which include, without limitation:

discovery of unusual or unexpected geological formations;

fires, floods, earthquakes, severe weather, seismic activity, or other natural disasters;

power outages and water shortages;

● construction

delays and higher than expected capital costs due to, among other things, supply chain disruptions,

trade disputes and tariffs, higher transportation costs and inflation;

ability to obtain suitable or adequate machinery, equipment, or labor;

in materials or equipment and energy and electrical power supply interruptions or rationing;

● environmental,

health and safety regulations;

risks involved in the conduct of lithium exploration and operations.

nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage.

There are also risks against which we cannot insure or against which we may elect not to insure.

The potential costs, which could be

associated with any liabilities not covered by insurance or in excess of insurance coverage, or compliance with applicable laws and regulations

may cause substantial delays and require significant capital outlays, adversely affecting our future earnings, competitive position,

and potentially our financial viability.

quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.

Our revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our control including,

but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines

or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive

cash flows from our battery-grade lithium production activities.

ability to acquire additional lithium brine from suppliers depends on our ability to generate revenues, achieve and maintain profitability,

and generate positive cash flow from our operations.

The economic viability of the Facility has many risks and uncertainties including,

but not limited to:

● significant,

prolonged decrease in the market price of lithium;

● significantly

higher than expected construction, extraction or refining costs;

● significantly

lower than expected lithium extraction and reduced supply of lithium brine;

● significant

delays, reductions, or stoppages in lithium extraction activities;

● construction

delays, procurement issues and workforce sourcing where our Facility is being set up;

● significant

shortages of adequate and skilled labor or a significant increase in labor costs;

in obtaining relevant permits or delays caused in obtaining such relevant permits;

stringent regulatory or environmental, health or safety laws and regulations;

● significant

difficulty in marketing or selling battery-grade lithium;

community and political activism that may have an impact on the laws and regulations surrounding

the industry in which we operate;

● availability

of credits, incentives and federal or state funding for refining and sale of battery-grade

lithium and electric vehicles;

economic and political conditions, such as recessions, interest rates, inflation and acts

of war or terrorism.

is common for a new lithium refining operation to experience unexpected costs, problems, and delays during construction, commissioning

and start-up.

Most similar projects suffer delays during these periods due to numerous factors, including the factors listed above.

of these factors could result in changes to capital and operating expenditures, economic returns or cash flow estimates of the project

or have other negative impacts on our financial position.

There is no assurance that our Facility will commence commercial production

on schedule, or at all, or will result in profitable, viable operations.

If we are unable to develop our Facility into a commercial operating

facility, our business and financial condition will be materially adversely affected.

Moreover, even if a feasibility study supports

a commercially viable project, there are many additional factors that could impact the project’s development, including terms and

availability of financing, cost overruns, litigation or administrative appeals concerning the project, delays in development, and any

permitting changes, among other factors, and factors beyond our control such as adverse weather conditions.

future lithium refining and production activities may change as a result of any one or more of these risks and uncertainties.

assure you that any of our activities will result in achieving and maintaining profitability and developing positive cash flows.

of lithium feedstock may prove to be non-viable, which could have material adverse impact on our business and operations.

our strategic memorandums of understanding via non-binding contractual arrangements with leading global players such as Usha Resources

for the Jackpot Lake Lithium Brine Project, QXR, IGX and Zelandez, we depend on them for supply and production of lithium brine, and

if for some reason the memorandums of understanding do not culminate into binding agreements or do not yield desired economic results,

it could adversely impact our business, operations and financial condition.

For example, the results of the Phase I of Liberty Lithium

project with QXR may prove to be economically unviable, or not an economically viable source of feedstock for the Company.

arrangement with Zelandez may also not create adequate feedstock.

Sufficient supply and production of lithium brine may not be available

at the onset of the production at the Facility.

Additionally, upstream risks may prevent us from organizing enough feedstock supply to

produce consistent lithium products, and the competitive landscape for lithium supply could become a detriment to the Company’s

Changes in commodity prices may also limit upstream exploration and production.

We cannot assure you that we will not be faced

with adverse impacts should the execution of our strategy be impacted.

costs based on a hub and spoke refinery model may increase the price to where it is not economically viable.

business model is designed to have a central refinery where inputs are transported to the central location.

This approach has a layer

of transportation costs associated with it.

While our management believes these costs can be limited through concentration and or crystallization,

we cannot assure you that any adverse changes in transportation costs, transportation and logistics levies, changed in concentration

and or crystallization process leading to increased costs, among others, would not increase costs substantially, reduce operating margins,

or make our project unviable.

if we are successful in completing all initial phases and the first commercial production at our Facility and consistently produce battery-grade

lithium on a commercial scale, we may not be successful in commencing and expanding commercial operations to support the growth of our

ability to achieve significant future revenue will depend in large part upon our ability to attract customers and enter into contracts

on favorable terms.

We expect that many of our customers will be large companies with extensive experience operating in the lithium markets.

We lack significant commercial operating experience and may face difficulties in developing marketing expertise in these fields.

business model relies upon our ability to successfully implement our first commercial production and commence and expand commercial operations.

Furthermore, we also intend to successfully negotiate, structure and fulfill long-term supply agreements for lithium brine with suppliers.

with potential customers may initially only provide for the purchase of limited quantities from us.

Our ability to increase our sales

will depend in large part upon our ability to expand these existing customer relationships into long-term supply agreements.

Establishing,

maintaining and expanding relationships with customers in general can require substantial investment without any assurance from customers

that they will place significant orders.

In addition, many of our potential customers may be more experienced in these matters than we

are, and we may fail to successfully negotiate these agreements in a timely manner or on favorable terms which, in turn, may force us

to slow our production, dedicate additional resources to increasing our storage capacity and/or dedicate resources to sales in spot markets.

Furthermore, should we become more dependent on spot market sales, our profitability will become increasingly vulnerable to short-term

fluctuations in the price and demand for battery-grade lithium and competing substitutes.

ability to manage growth will have an impact on our business, financial condition, and results of operations.

growth may place strains on our financial, technical, operational, and administrative resources and cause us to rely more on project

partners and independent contractors, thus, potentially adversely affecting our financial position and results of operations.

to grow will depend on a number of factors, including, but not limited to:

ability to develop existing prospects;

ability to identify suppliers and enter into long-term supply agreements with suppliers;

ability to maintain or enter into new relationships with project partners and independent contractors;

ability to continue to retain and attract skilled personnel;

access to capital;

market price for lithium products;

ability to enter into agreements for the sale of lithium products.

products may not qualify for use for our intended customers.

battery-grade lithium products may not be suitable for our intended customers’ use for lithium-ion batteries.

These batteries have

strict requirements for the materials used in their manufacture as impurities can lead to poor charging performance including reduced

vehicle range of operation, more frequent need to charge, problems with batteries starting at colder temperature and, in some extreme

cases, to batteries catching on fire.

A major issue with the current lithium conversion practice in the industry is reliable operation

in producing high-quality lithium products.

Although through our business arrangements and our process, we expect to produce battery-grade

lithium products that meet purity requirements, we cannot assure you that we will be able to enter into business arrangements as we intend,

that our processes will meet the stringent quality testing norms of our intended customers, and we will not be able to develop the market

to sell our products, which will have an adverse impact on our revenue, operations and financial condition.

might not be able to sell our products as intended.

a result of evolving market dynamics, we may not be able to secure long-term buyers for our products for a variety of reasons, including:

qualification, competitive pricing, logistical costs, future government policies and incentives, changes in demand from EV adoption,

changes in demand due to changes in chemistry of batteries, or the synthesizing of battery metals, emergence of new engineering technologies

or processes that could render existing processes obsolete, and alternatives to battery-grade lithium for the EV industry, among others.

We cannot assure you that such events in the future may not occur, or how adversely they will impact our business, operations and financial

and other obstacles may prevent the successful completion of our Facility.

may stop or temporarily stop the development of our Facility.

These delays could include but are not limited to, permitting delays and

inability to obtain permits, construction delays, procurement issues, workforce sourcing, community activism, and political opposition.

A significant delay in completion of our Facility could adversely affect our ability to finish development with changes in both capital

expenditure and operating expenditure.

We depend on our ability to successfully access

the capital and financial markets.

Any inability to access the capital or financial markets may limit our ability to meet our liquidity

needs and long-term commitments, fund our ongoing operations, execute our business plan or pursue investments that we may rely on for

future growth.

Until commercial production is

achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated with including, but

not limited to, undertaking exploration, extraction and production activities, and the development of our planned projects.

we rely on access to various sources of funding including debt, private equity, the public and private debt and equity capital markets,

as well as grants, as a source of funding for our capital and operating requirements.

We require additional capital to meet our liquidity

needs related to expenses for our various corporate activities, including the costs related to our status as a publicly traded company,

funding for our ongoing operations, explore and define lithium brine extraction, and establish any future lithium operations.

assure you that such additional funding will be available to us on satisfactory terms, or at all.

To finance our future ongoing

operations, and future capital needs, we may require additional funds through the issuance of additional equity or debt securities.

on the type and terms of any financing we pursue, stockholders’ rights and the value of their investment in our Common Stock could

Any additional equity financing will dilute our existing shareholdings.

If the issuance of new securities results in diminished

rights to holders of our Common Stock, the market price of our Common Stock could be negatively impacted.

New or additional debt financing,

if available, may involve restrictions on financing and operating activities.

In addition, if we issue secured debt securities, the holders

of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid.

Interest on such

debt securities would increase costs and would subject us to increased debt service obligations, could result in operating and financing

covenants that would restrict our operations and hence negatively impact operating results.

If we are unable to obtain additional

financing, as needed, at competitive terms, our ability to fund our current operations and implement our business plan and strategy will

be adversely affected.

These circumstances may require us to reduce the scope of our operations and scale back our exploration, extraction,

refining and production plans.

There is no guarantee that we will be able to secure any additional funding or be able to secure funding

to provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all.

to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse impact

on our business, results of operations, and financial performance.

may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic

relationships, in the future.

expect that our ability to establish, maintain, and manage strategic relationships, such as our non-binding agreements with suppliers,

offtakers, technology partners and other related service/ancillary providers, will be important to the success of our business.

guarantee that the companies with which we have developed or will develop strategic relationships will continue to devote the resources

necessary to promote mutually beneficial business relationships in order to grow our business.

If, for some reason, our partners choose

to terminate our contracts with them, refuse to enter into contracts with us on commercially reasonable terms, or are unable to deliver

on agreed terms, the refining of lithium brine, the construction of our Facility, the ability to produce market-acceptable battery-grade

lithium, and our business operations would be materially adversely impacted.

Further, some of our current arrangements are not exclusive,

and some of our strategic partners may work with our competitors in the future.

If we are unsuccessful in establishing or maintaining

our relationships with key strategic partners, our overall growth could be impaired, and our business, prospects, financial condition,

and operating results could be adversely affected.

Lithium can be highly combustible, and if we

have incidences, it could adversely impact us.

Lithium in concentrated form could

be highly combustible, if not produced, stored and transported using the appropriate protocols.

It may cause violent combustion or explosion,

on contact with heat or water.

Pure lithium when finely dispersed, may ignite spontaneously on contact with air, under certain circumstances.

Upon exposure to heat, toxic fumes are formed, and then it may decompose.

The product can react violently with strong oxidants, acids

and many other compounds (e.g.

hydrocarbons, halogens, halons, concrete, sand and asbestos).

This creates fire and explosion hazard.

could also react with water, which may produce highly flammable hydrogen gas and corrosive fumes of lithium hydroxide.

Transportation

of lithium can be dangerous if not conducted using appropriate safety measures.

The end products, such as lithium-ion battery,

which is manufactured with our product, may be unstable and combustible.

While we intend to follow protocol and safety measures, we cannot

assure you that the lithium we produce will not combust.

If it does, it could severely impact our operations, business, and revenue as

well as increase our insurance claims and insurance premium, thereby impacting our profitability.

lithium brine industry includes well capitalized companies, and we may not have sufficient resources to compete against them.

DLE industry and lithium processing sector include established competitors possessing substantial capitalization and extensive resources.

Accordingly, we may encounter challenges competing against these well-capitalized incumbents.

These industry participants often benefit

from significant financial reserves operational and distribution scale, which could potentially place us at a competitive disadvantage.

producers could disrupt the market and be able to provide products cheaper than the Company.

especially in foreign jurisdictions including but not limited to China, Argentina, Chile, India and Australia, could use processes that

might produce lower-cost lithium, which could impact the market in general, and adversely impact the sales of the Company, in particular.

Other producers could forgo DLE technologies and use ponds or other mechanisms to extract lithium, which could have a lower cost basis.

Further, other producers could operate in markets which may have less rigorous environmental, health, safety, and other regulatory compliance

standards compared to our market This could lead those producers to reduce costs substantially, that could make our pricing less competitive

or even unviable.

If such a scenario were to occur, it could have a material adverse impact on our revenue, profitability and cash flow.

may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released

to us as quickly or efficiently as we anticipate or at all.

are substantial grants, financing, and other incentives provided by various government organizations designed to facilitate American

manufacturing of battery-grade lithium products, such as the those covered under the incentives through the IRA, IR Act and BIL

under the aegis of the Department of Energy LPO Loan Programs Office Advanced Technology Vehicles Manufacturing Loan Program, Department

of Defense, Defense Production Act, Department of Energy Grant, Department of Defense Office of Strategic Capital, as well as the Investment

Tax Credit and the 21st Century Quality Jobs Program by the Oklahoma Department of Commerce, among others.

While we expect to receive

grants from the State of Oklahoma, we cannot assure you that such grants will be received in a timely manner in meaningful amounts, or

at all, and we may not be eligible or qualify for federal grants.

These and other future governmental incentives may be removed or no

longer provided, due to changes in governmental policies or political attitudes towards such incentives which may change and limit the

distribution of any such incentives.

For example, the Company has been advised with respect to its grant application under the Defense

Production Act that such application would be held, but currently there is no such funding available under the program.

Additionally,

in January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through

the BIL/Infrastructure Investment and Jobs Act, the IRA and the IR Act.

This pause on disbursements is subject to ongoing legal challenges.

Furthermore, the IR Act and the IRA may be subject to attempts to amend or repeal, including through Congressional budget reconciliation.

The full impact of these actions and next steps remains uncertain at this time.

We cannot assure you that if the basis of certain incentives

changes and the grants become non-available or are delayed, the same will not affect our ability to start our operations in a timely

and cost-effective manner, leading to delays in commissioning, and could adversely impact our financing options, and hence adversely

impact our ability to generate revenue and profitability.

may in the future use hedging arrangements to mitigate certain risks, but the use of such derivative instruments could have a material

adverse impact on our results of operations.

the future, we may use interest rate swaps to manage interest rate risk, especially on long-term offtake contracts with customers.

addition, we may use forward sales and other types of hedging contracts, including foreign currency hedges if we do expand into other

If we elect to enter into these types of hedging arrangements, our related assets could recognize financial losses on these

arrangements as a result of volatility in the market values of the underlying asset or if a counterparty fails to perform under a contract.

If actively quoted market prices and pricing information from external sources are not available, the valuation of these contracts would

involve judgment or the use of estimates.

As a result, changes in the underlying assumptions or use of alternative valuation methods

could affect the reported fair value of these contracts.

If the values of these financial contracts change in a manner that we do not

anticipate, or if a counterparty fails to perform under a contract, it could harm our business, financial condition, results of operations

and cash flows.

may acquire or invest in additional companies, which may divert our management’s attention, result in additional dilution to our

stockholders, and consume resources that are necessary to sustain our business.

business strategy may include in part acquiring other complementary technologies or businesses, or that provide us with downstream or

upstream integration, or making minority investments in such businesses.

We may also enter relationships with other businesses to expand

our operations and to create service networks to support our production and delivery of battery-grade lithium.

An acquisition, investment,

or business relationship may result in unforeseen operating difficulties and expenditures, including ones that we may pursue but do not

conclude in an acquisition, investment, or business relationship.

We may encounter difficulties assimilating or integrating the businesses,

technologies, products, services, personnel, or operations of the acquired companies particularly if the key personnel of the acquired

companies choose not to work for us.

Acquisitions may also disrupt our business, divert our resources, and require significant management

attention that would otherwise be available for the development of our business.

Moreover, the anticipated benefits of any acquisition,

investment, or business relationship may not be realized or we may be exposed to unknown liabilities.

these transactions can be time consuming, difficult, and expensive.

We may incur significant business development expenses, and management’s

attention may be diverted from the operation of our existing business, during the discussion and negotiation period.

Further, our ability

to close these transactions may often be subject to approvals that are beyond our control.

Consequently, these transactions, even if

undertaken and announced, may not close.

Even if we do successfully complete acquisitions or investments, we may not ultimately strengthen

our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, securities

analysts, and investors.

the extent we make only a minority equity interest in a company, we may lack affirmative control rights, which may diminish our ability

to influence the company’s affairs in a manner intended to enhance the value of our investment in the company.

We could incur losses

if the majority stakeholders or the management of the company takes risks or otherwise acts in a manner that does not serve our interests.

In addition, we could be subject to reputational harm if the company in which the investment is made makes business, financial or management

decisions with which we do not agree.

These circumstances could also lead to disputes and litigation with management or employees of

the company in which the investment is made, or its other stockholders.

are dependent upon key management employees.

responsibility of overseeing the day-to-day operations and the strategic management of our business depends substantially on our senior

management and key personnel.

Loss of any such personnel may have an adverse effect on our performance.

The success of our operations

will depend upon numerous factors, many of which, in part, are beyond our control, including our ability to attract and retain additional

key personnel in sales, marketing, engineering and technical support, and finance.

Certain areas in which we operate are highly competitive

and competition for qualified personnel is significant.

We may be unable to hire suitable field personnel for our engineering and technical

team or there may be periods of time where a particular position remains vacant while a suitable replacement is identified and appointed.

We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.

success as a company producing battery-grade lithium and related products depends to a great extent on the capabilities of our partners

for lithium extraction from brine and our ability to secure capital for the implementation of brine processing plants.

success as a producer of lithium and related products is dependent on our ability to develop and implement more efficient production

capabilities based on mineral rich brine and implementation of DLE technologies.

While having the potential to significantly increase

the supply of lithium from brine projects, the technology for DLE is an emerging technology.

A number of DLE technologies are emerging

and being tested at scale, with only a handful of projects already in commercial construction.

However, there remain challenges around

scalability and water consumption/brine reinjection.

We will need to continue to invest heavily to scale our manufacturing to ultimately

produce sufficient amounts of battery-grade lithium.

However, we cannot assure you that our future product research and development projects,

if any, and financing efforts will be successful or be completed within the anticipated time frame or budget.

There is no guarantee we

will achieve anticipated sales targets or if we will be profitable.

In addition, we cannot assure you that our existing or potential

competitors will not develop technologies which are similar or superior to our technologies, or that result in products that are more

competitively priced.

As it is often difficult to project the time frame for developing new technologies and the duration of the market

window for these technologies, there is a substantial risk that we may have to abandon a potential technology that is no longer commercially

viable, even after we have invested significant resources in the development of such technology and our facilities.

If we fail in our

technology development or product launching efforts, our business, prospects, financial condition and results of operations may be materially

and adversely affected.

development of non-lithium battery technologies could adversely affect us.

development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our

prospects and future revenues.

Current and next generation high energy density batteries for use in electric vehicles rely on lithium

compounds as a critical input.

Alternative materials and technologies are being researched with the goal of making batteries lighter,

more efficient, faster charging and less expensive, and some of these may be less reliant on lithium compounds.

We cannot predict which

new technologies may ultimately prove to be commercially viable or on what time horizon.

Commercialized battery technologies that use

no, or significantly less, lithium could have a material adverse impact on our prospects and future revenues.

prices are subject to unpredictable fluctuations.

expect to derive revenues, if any, from the production and sale of battery-grade lithium.

The prices of lithium may fluctuate widely

and are affected by numerous factors beyond our control, including international, economic, and political trends, expectations of inflation,

currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production

due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:

SQM), Albemarle Corporation (NYSE:

ALB), Jiangxi Ganfeng Lithium Co., Ltd.

and Tianqi Group.

Any attempt to suppress the price of lithium materials

by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on

Stardust Power.

The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase

the overall supply of lithium (causing downward pressure on its price) but could also draw new firms into the lithium refinery industry

which would compete with Stardust Power.

The effect of these factors on the prices of lithium and lithium byproducts, and therefore the

economic viability of any of our exploration properties, cannot accurately be predicted.

Further, if prices were to decline significantly,

it could have significant adverse effects on our ability to source raw material, and hence impact our production volumes.

Additionally,

this could also have adverse impact, both on our selling price for battery-grade lithium, as well as volumes sold, and could adversely

impact our revenue, gross margins and profitability.

development of our lithium refinery is highly dependent upon the currently projected demand for and uses of lithium-based end products.

development of our lithium refinery is highly dependent upon the currently projected demand for and uses of lithium-based end products,

which include lithium-ion batteries for electric vehicles and other large format batteries that currently have limited market share and

whose projected adoption rates are not assured.

To the extent that such markets do not develop in the manner contemplated by the Company,

then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development

of the lithium refinery, its potential commercial viability and would otherwise have a negative effect on the business and financial

condition of the Company.

In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users

adopt an alternate commodity as a response to supply constraints or increases in market pricing.

To the extent that these factors arise

in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in

turn could have a negative effect on the Company and its projects.

future growth and success are dependent upon consumers’ demand for electric vehicles in an automotive industry that is generally

competitive, cyclical and volatile.

we continue to see increased interest and adoption of electric vehicles, if the market for electric vehicles in general does not develop

as we expect, or develops more slowly than we expect, our business, prospects, financial condition and operating results may be harmed.

For example, in January 2025, President Trump announced his intention to remove any favorable regulatory conditions for electric vehicles.

As a result, the future of any governmental incentives intended to help support the development of the electric vehicle market is uncertain

at this time.

Although we contemplate that certain members of Stardust Power, or another 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 will not wish to remain in place.

provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

most blank check companies, if (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 a newly issued price of less than $9.20 per ordinary share (the

“Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity

proceeds, 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 (iii) the market value is below $9.20 per share, then the exercise price of the

warrants will be adjusted 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 prices described in the prospectus for our IPO under “Description of Securities-Warrants-Public Shareholders’

Warrants-Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants

when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180%

of the higher of the market value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in the prospectus

for our IPO under “Description of Securities-Warrants-Public Shareholders’ Warrants-Redemption of warrants when the price

per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the market

value and the Newly Issued Price.

This may make it more difficult for us to consummate an initial business combination with Stardust

Power or another target business.

to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment

or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our

securities, which could cause you to lose some or all of your investment.

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 with 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.

In addition, 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 post-combination

debt financing.

Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction

in the value of their securities.

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

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely

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

we have no commitments as of the date of this report to issue any notes or other debt securities, or to otherwise incur outstanding debt

following our IPO, 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 account.

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:

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;

immediate payment of all principal and accrued interest, if any, if the debt is payable on

inability to obtain necessary additional financing if the debt contains covenants restricting

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

inability to pay dividends on our Class A ordinary shares;

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;

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.

may only be able to complete one business combination with the proceeds of our IPO 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.

proceeds from our IPO and the sale of the private placement warrants in January 2021, after deducting underwriting commissions and estimated

offering expenses, provided us with up to $290,850,000 that we could use to complete our initial business combination (after taking into

account the $10,500,000 of deferred underwriting commissions being held in the trust account and the estimated expenses of our IPO).

On January 11, 2023, we held the 2023 Extension Meeting to, in part, approve the 2023 Extension Amendment Proposal.

In connection with

that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares for

an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $265,050,166.

After the satisfaction

of such redemptions, the balance in our trust account was approximately $40,425,891.

On January 9,

2024, we held the 2024 Extension Meeting to, in part, approve the 2024 Extension Amendment

In connection with that vote , the holders of 2,137,134 Class A ordinary shares

exercised their right to redeem their shares for cash at a redemption price of approximately $11.12 per share for an aggregate redemption

amount of approximately $23,767,574, resulting in 1,794,585 Class A ordinary shares remaining outstanding.

After the satisfaction

of such redemptions, the balance in our Trust Account was approximately $19,958,005.

are currently planning to effectuate an initial business combination with Stardust Power.

However, we may effectuate our initial business

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

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.

the prospects for our success may be:

dependent upon the performance of a single business, property or asset;

upon the development or market acceptance of a single or limited number of products, processes

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.

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 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 business combinations, we

could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence

(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.

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.

pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company.

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 a business combination with a company that is not

as profitable as we suspected, if at all.

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.

federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance

tests include historical and/or pro forma financial statement disclosure in periodic reports.

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 of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board,

or 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), or PCAOB.

These financial statement requirements may limit

the pool of potential target businesses we may acquire because some targets may be unable to provide such 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

management may not be able to maintain control of a target business after our initial business combination.

Upon the loss of control

of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

may structure our initial business combination so that the post-business combination company in which our public shareholders own shares

will own less than 100% of the equity interests or assets of a target business, including in our current plan to consummate an initial

business combination with Stardust Power, but we will only complete such business combination if the post-business combination company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

business 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-business combination company owns 50% or more of the voting securities

of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business

combination company, depending on valuations ascribed to the target and us in the 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 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 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

may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which

could delay or prevent us from achieving our desired results.

may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.

While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements,

the business combination may not be as successful as we anticipate.

the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we

may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent

us from implementing our strategy.

Although our management team will endeavor to evaluate the risks inherent with Stardust Power and/or

in another particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk

factors until we complete our business combination.

If we are not able to achieve our desired operational improvements, or the improvements

take longer to implement than anticipated, we may not achieve the gains that we anticipate.

Furthermore, some of these risks and complexities

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

impact Stardust Power and/or another prospective target business.

Such combination may not be as successful as a combination with a smaller,

less complex organization.

order to effectuate an initial business combination, blank check companies 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.

order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters

and governing instruments, including their warrant agreements.

For example, blank check companies have amended the definition of business

combination, increased redemption thresholds, 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 requires at least a special resolution of our shareholders as a matter of Cayman

Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares 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.

In addition 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, a vote of holders of 50% of the number of the then outstanding private placement warrants is required.

In addition, our amended and restated memorandum and articles of association require 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) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their

shares redeemed 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 the Termination Date or (B) with respect to any other provision relating to the rights of holders of

our Class A ordinary shares.

To the extent any of such amendments would be deemed to fundamentally change the nature of any of our outstanding

public securities, we would register, or seek an exemption from registration for, the affected securities.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.00 per public share.

placing of funds in the trust account may not protect those funds from third-party claims against us.

Although we will 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 account.

If any third-party refuses to execute an agreement waiving such claims

to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter

into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would

be significantly more beneficial to us than any alternative.

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.

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 have not consummated an initial business combination by the Termination Date, or upon the exercise of a redemption

right 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 ten 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.

Pursuant to the Letter Agreement the form of which is filed as an exhibit to this report, our sponsor has agreed that it will be liable

to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered

or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the

amounts 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 public share due to reductions in the value

of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability

will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access

to the trust account nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities,

including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against

a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

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, Stardust Power and other prospective target businesses.

directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in

the trust account available for distribution to our public shareholders.

the 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 public share

due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,

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 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 public

may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

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 (except to the extent they are entitled to funds from the trust account due to their ownership

of public shares).

Accordingly, 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

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.

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 or insolvency 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.

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.

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 or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third

parties with priority over the claims of our shareholders.

To the extent any bankruptcy or insolvency 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.

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.

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.

As a result, 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 for a fine

of $18,292.68 and imprisonment for five years in the Cayman Islands.

may not hold an annual general meeting until after the consummation of our initial business combination.

accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after

our first fiscal year end following our listing on Nasdaq.

There is no requirement under the Companies Law for us to hold annual or extraordinary

general meetings to appoint directors.

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.

of Class A ordinary shares will not be entitled to vote on any appointment of directors prior to our initial business combination.

to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors.

Holders of our public shares will not be entitled to vote on the appointment of directors during such time.

In addition, prior to our

initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Accordingly, you may not have any say in the management of our Company prior to the consummation of an initial business combination.

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 consummated our initial business combination within the required time period,

our public shareholders may receive only $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account

and our detachable redeemable warrants will expire worthless and no distributable redeemable warrants will have been issued.

anticipate that the investigation of each specific target business – including Stardust Power – 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 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 recoverable.

Furthermore, if we reach an agreement relating

to a specific target business, like the Business Combination Agreement we reached with Stardust Power, 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.

If we have not consummated our initial business combination within the required time period, our public shareholders may receive only

$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our detachable redeemable warrants

will expire worthless and no distributable redeemable warrants will have been issued.

we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific 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

may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles

of association, be permitted to effectuate our initial business combination solely with another blank check company or similar company

with nominal operations.

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.

For 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 units

will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination

Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in

the value of their securities.

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

may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

will consider a business combination outside of our management’s area of expertise if a business combination target is presented

to us and we determine that such candidate offers an attractive acquisition opportunity for our Company.

Although our management will

endeavor to evaluate the risks inherent in any particular business combination target, 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 units will not ultimately prove to

be less favorable to investors in us than a direct investment, if an opportunity were available, in a business combination target.

the event we elect to pursue an acquisition 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 report regarding the areas of our

management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management

may not be able to adequately ascertain or assess all of the significant risk factors.

Accordingly, any holders who choose to retain

their securities following the business combination could suffer a reduction in the value of their securities.

Such holders are unlikely

to have a remedy for such reduction in value.

are not required to obtain an opinion from an independent accounting or investment banking 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.

we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to

our shareholders 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 solicitation or tender offer materials, as applicable, related to our initial business combination.

may reincorporate in another jurisdiction in connection with our initial business combination, and such reincorporation may result in

taxes imposed on shareholders.

may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Law, reincorporate

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 such taxes.

or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

Relating to our Sponsor and Management Team

ability to successfully effect our initial business combination and to be successful thereafter will be totally 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.

ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

We believe that our

success depends on the continued service of our key personnel, at least until we have consummated our initial business combination.

of our officers are required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest

in allocating management time among various business activities, including identifying potential business combinations and monitoring

the related due diligence.

If our officers’ and directors’ other business affairs require them to devote more substantial

amounts of time to their other business activities, it could limit their ability to devote time to our affairs and could have a negative

impact on our ability to consummate our initial business combination.

In addition, we do not have employment agreements with, or key-man

insurance on the life of, any of our officers.

The unexpected loss of the services of our key personnel could have a detrimental effect

role of our key personnel after our initial business combination, however, remains to be determined.

Although some of our key personnel

serve in senior management or advisory positions following our initial business combination, it is likely that most, if not all, of the

management of the target business will remain in place.

These individuals may be unfamiliar with the requirements of operating a public

company which could cause us to have to expend time and resources helping them become familiar with such requirements.

This could be

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

are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors.

that our success depends on the continued service of our officers and directors, at least until we have completed our initial business

In addition, our executive 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

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 executive officers.

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

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,

and a particular business combination may be conditioned on the retention or resignation of such key personnel.

These agreements may

provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts

of interest in determining whether a particular business combination is the most advantageous.

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 business combination.

Such negotiations would take place simultaneously

with the negotiation of the 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 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.

In addition, pursuant to an agreement to be

entered into on or prior to the closing of our IPO, our sponsor, upon and following consummation of an initial business combination,

will be entitled to nominate three individuals for appointment to our board of directors, as long as our sponsor holds any securities

covered by the registration and shareholder rights agreement filed as an exhibit to this report.

our sponsor, executive 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 may acquire), a conflict of interest may arise in determining whether a particular business

combination target is appropriate for our initial business combination.

November 11, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our IPO and formation costs in consideration

of 7,187,500 Class B ordinary shares, par value $0.0001.

On January 11, 2021, we effected a share capitalization resulting in our sponsor

holding 7,500,000 Class B ordinary shares.

Prior to the initial investment in the Company of $25,000 by our sponsor, the Company had

no assets, tangible or intangible.

The per-share price of the founder shares was determined by dividing the amount contributed to the

Company by the number of founder shares issued.

The founder shares will be worthless if we do not complete an initial business combination.

In addition, our sponsor has purchased 5,566,667 private placement warrants, each exercisable to purchase one Class A ordinary share

at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($8,350,000 in the aggregate).

If we do not consummate an

initial business by the Termination Date, the private placement warrants will expire worthless.

The personal and financial interests

of our executive officers and directors may influence their motivation in consummating the initial business combination with Stardust

Power, and identifying and selecting another prospective target business combination, completing its initial business combination and

influencing the operation of the business following our initial business combination.

This risk may become more acute as the Termination

Date nears, which is generally the deadline for our consummation of an initial business combination.

executive 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.

executive officers and directors are not required to, 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 a business combination and their other businesses.

do not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our executive officers

is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive 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 executive 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.

officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other

entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

the completion of our IPO and until we consummate our initial business combination, we intend to engage in the business of identifying

and combining with one or more businesses or entities.

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 a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law.

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.

addition, our sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition

objectives that are similar to ours.

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

such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ 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;

(ii) we renounce any interest or expectancy in, or being offering 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 the other.

executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict

with our interests.

have not adopted a policy that expressly prohibits our directors, executive 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.

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

personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting another

target business aside from Stardust Power and completing a business combination.

Consequently, our directors’ and officers’

discretion in identifying and selecting another suitable target business aside from Stardust Power may result in a conflict of interest

when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’

best interest.

If this were the case, it would 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’ rights.

However, we might not

ultimately be successful in any claim we may make against them for such reason.

may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated

with our sponsor, executive officers or directors which may raise potential conflicts of interest.

light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses

affiliated with our sponsor, executive officers or directors.

Our directors also serve as officers and board members for other entities,

including, without limitation, those described under “Management-Conflicts of Interest.” Our sponsor, officers and directors

may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial

business combination.

Such entities may compete with us for business combination opportunities.

Although we will 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 and guidelines for a business combination as set forth in “Proposed Business-Effecting Our Initial

Business Combination-Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction

was approved by a majority of our independent and disinterested directors.

Despite our agreement to obtain an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our Company

from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor,

executive officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination

may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

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.

the closing of our initial public offering, our initial shareholders owned, on an as-converted basis, approximately 20% of our issued

and outstanding ordinary shares.

On January 11, 2023, we held the 2023 Extension Meeting to, in part, amend our amended and restated

memorandum and articles of association to extend the date by which we have to consummate a business combination.

In connection with that

vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem their shares.

January 9, 2024, The Company held the 2024 Extension Meeting in which the shareholders approved the proposal to amend GPAC’s

amended and restated memorandum and articles of association to extend the date required to complete an initial business combination.

In connection with the vote to approve the 2024 Extension Amendment Proposal, the holders of 2,137,134 Class A ordinary shares of

GPAC exercised their right to redeem their shares.

Accordingly, our sponsor currently owns, on an as-converted basis, 80.69% of

our issued and outstanding ordinary shares.

As a result, it 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 purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would

increase its control.

Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase

additional securities, other than as disclosed in this report.

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 and will be divided into three classes, each of which will generally serve for a term of three years

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

We may not hold an annual 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 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, because of its ownership

position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment of

directors and to remove directors prior to our initial business combination.

In addition, the founder shares, all of which are held by

our sponsor, will, in a vote to transfer the Company by way of continuation out of the Cayman Islands to another jurisdiction (which

requires the approval of at least two thirds of the votes of all ordinary shares), entitle the holders to ten votes for every founder

This provision of our amended and restated memorandum and articles of association may only be amended by a special resolution

passed by a majority of at least two-thirds of our ordinary shares voting in a general meeting.

As a result, you will not have any influence

over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.

Accordingly, our sponsor

will continue to exert control at least until the completion of our initial business combination.

In addition, we have agreed not to

enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

Relating to Our Securities

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.

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,

of which may make it difficult for us to complete our initial business combination.

addition, we may have imposed upon us burdensome requirements, including:

● registration

as an investment company with the SEC;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations

that we are currently not subject to.

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 will be to identify and complete

a 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

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

To this end, prior to the 24-month

anniversary of the closing of our IPO, the proceeds 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.

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 Act.

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 of either:

(i) the completion of our initial business combination;

(ii) the redemption of any public shares properly tendered 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 provide holders of our Class A ordinary shares the right to have their shares redeemed 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 the Termination

Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares;

or (iii) absent our

completing an initial business combination by the Termination Date, 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 Company Act.

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 a business combination.

If we have not consummated our initial business combination within the required time period, our public shareholders may receive only

$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, our detachable redeemable warrants

will expire worthless and no distributable redeemable warrants will have been issued.

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 shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose

the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

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 shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to

more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares,” without our prior

However, we would not be restricting our shareholders’ ability to vote all of their 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 shares exceeding 15% and, in order to dispose

of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

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.

have been approved to have our units listed on Nasdaq and to have our Class A ordinary shares and detachable redeemable warrants listed

on or promptly after their date of separation.

Although after giving effect to our IPO we expect to meet, on a pro forma basis, the minimum

initial listing standards set forth in Nasdaq listing standards, 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, such as a minimum market capitalization

(generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders).

addition, electric vehicles still constitute a small percentage of overall vehicle sales.

As a result, the market for lithium products

could be negatively affected by numerous factors, such as:

● perceptions

about electric vehicle features, quality, safety, performance, sustainability and cost;

● perceptions

about the limited range over which electric vehicles may be driven on a single battery charge,

and access to charging facilities;

● competition,

including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles

and high fuel-economy internal combustion engine vehicles;

in the cost of oil, gasoline and energy;

regulations and economic incentives and conditions;

about our future viability.

of vehicles in the automotive industry tend to be cyclical in many markets, which may expose us to further volatility.

We also cannot

predict the duration or direction of current global trends or their sustained impact on consumer demand.

Ultimately, we continue to monitor

macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate and attempt to accurately project

demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly.

If we experience

unfavorable global market conditions, or if we cannot or do not maintain operations at a scope that is commensurate with such conditions

or are later required to or choose to suspend such operations again, our business, prospects, financial condition and operating results

may be materially adversely impacted.

may be unable to successfully negotiate final, binding terms related to our current non-binding memoranda of understanding and letters

of intent for supply and offtake agreements, which could harm our commercial prospects.

time-to-time, we agree to preliminary terms regarding offtake and supply agreements.

We may be unable to negotiate final terms with these

or other companies in a timely manner, or at all, and there is no guarantee that the terms of any final agreement will be the same or

similar to those currently contemplated.

Final terms may include less favorable pricing structures or volume commitments, more expensive

delivery or purity requirements, reduced contract durations and other adverse changes.

Delays in negotiating final contracts could slow

our initial commercialization, and failure to agree to definitive terms for sales of sufficient volumes of lithium could prevent us from

growing our business.

To the extent that terms in our initial supply and distribution contracts may influence negotiations regarding

future contracts, the failure to negotiate favorable final terms related to our current preliminary agreements could have an especially

negative impact on our growth and profitability.

Further, our prospective counterparties may cancel or delay entering into definitive

agreements for a variety of reasons, some of which may be outside of our control.

Additionally, we have not demonstrated that we can

meet the production levels contemplated in our current non-binding supply agreements.

If the construction and readiness of the Facility

proceeds more slowly than we expect, or if we encounter difficulties in successfully completing the construction of the Facility, potential

customers, including those with whom we have current letters of intent, may be less willing to negotiate definitive supply agreements,

or demand terms less favorable to us, and our performance may suffer.

If we are unable to enter into such definitive agreements on a

timely basis, our growth, revenue and results of operations may be negatively impacted.

entered into a non-binding letter agreement with Sumitomo contemplating a long-term commercial offtake agreement described under the

section titled “ Business-Customers”.

The parties are engaged in negotiations regarding key commercial points of the

potential offtake agreement.

The letter agreement provides a framework for a potential binding agreement between the Company and Sumitomo;

however, many key terms have not been agreed to in principle.

It is possible that we will not be able to agree to enter into a definitive

agreement consistent with the above-described letter agreement, or at all.

future business prospects could be adversely affected if we are unable to enter into definitive agreements relating to contemplated joint

ventures with Usha Resources and IGX and, if such agreements are in fact completed, there can be no assurance that such joint ventures

will ultimately be successful.

entered into non-binding letters of intent with each of Usha Resources and IGX to acquire majority interests in projects owned by

those parties described under the sections titled “ Business-Usha Resources Letter of Intent ” and

“ Business - IGX Letter of Intent ”.

The parties are engaged in negotiations regarding key commercial points of the

The letters of intent provide frameworks for the potential investments;

however, many of the key terms of the ventures,

including economic and investment terms, have not been agreed to in principle.

It is possible that the parties will not be able to

agree to enter into definitive agreements consistent with the letters of intent, or at all.

if we are able to reach final terms and enter into binding documentation, we do not know how much financing these projects will require,

or whether such financing will be available on acceptable terms, or at all.

There can be no assurance that the ventures will be able

to complete the development of their respective projects and be commercialized.

These factors could harm our business, results of operations

and financial results.

in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.

and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries.

For example, current

and future high energy density batteries for use in electric vehicles rely on lithium compounds as a critical input.

The pace of advancements

in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium compounds,

or a delay in the development and adoption of future high nickel battery technologies that utilize lithium could significantly impact

our prospects and future revenues.

Many materials and technologies are being researched and developed with the goal of making batteries

lighter, more efficient, faster charging, and less expensive, some of which could be less reliant on lithium or other lithium compounds.

Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds, could

be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles, and other

applications.

We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon.

alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global commodity prices

Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse impact

on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.

business and operations may be significantly disrupted upon the occurrence of a catastrophic event, information technology system failures

or cyberattack.

business is dependent on proprietary technologies, processes and information that we have acquired, and expected to acquire, from our

partners, much of which is, or will be, stored on our computer systems.

We may in the future enter into agreements with third parties

for hardware, software, telecommunications and other IT services in connection with our operations.

Our operations depend, in

part, on how well we and our vendors protect networks, equipment, IT systems and software against damage from a number of threats, including,

but not limited to, cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking,

computer viruses, vandalism, theft, malware, ransomware and phishing or other cyberattacks.

Any of these and other events could result

in IT system failures, delays, loss of data or information, liability to our partners or other third parties, a material disruption of

our business or increases in capital expenses.

Our operations also depend on the timely maintenance, upgrade and replacement of networks,

equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of vulnerabilities or failures.

the importance of such IT systems and networks and systems may increase if our employees work remotely, which may introduce more risks

to our information technology systems and networks as such employees use network connections, computers, or devices that are outside

our premises or networks.

Additionally, if one of our service providers were to fail and we were unable to find a suitable replacement

in a timely manner, we may be unable to properly administer our outsourced functions.

If we cannot continue to retain these services

provided by our vendors on acceptable terms, our access to necessary IT systems or services could be interrupted.

Any security breach,

interruption or failure of our IT systems, or those of our third party vendors, could impair our ability to operate our business, reduce

our quality of services, increase costs, prompt litigation and other consumer claims, subject us to government enforcement actions (including

investigations, fines, penalties, audits, or inspections), and damage our reputation, any of which could substantially harm our business,

financial condition or the results of our operations.

cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our

protective measures or to investigate and remediate any information security vulnerabilities.

While we have implemented security resources

to protect our data security and IT systems, such measures may not prevent such events, especially because the cyberattack techniques

used change frequently and are often not recognized until launched, and because the full scope of a cyberattack may not be realized until

an investigation has been completed, and cyberattacks can originate from a wide variety of sources and through a wide variety of methods.

In addition, certain measures that could increase the security of our IT system take significant time and resources to deploy broadly,

and such measures may not be deployed in a timely manner or be effective against an attack.

The inability to implement, maintain and

upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations.

Significant disruption to our IT systems, or those of our vendors, or breaches of data security could also have a material adverse impact

on our business, financial condition and results of operations.

may be subject to liabilities and losses that may not be covered by insurance.

employees and Facility will be subject to the hazards associated with producing battery-grade lithium.

Operating hazards can cause personal

injury and loss of life, damage to, or destruction of, property, plant and equipment and the environment.

We expect to maintain insurance

coverage in amounts against the risks that we believe are consistent with industry practice and maintain a safety program.

could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage.

Events that result in

significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully covered

by insurance could have a material adverse impact on our results of operations and financial position.

liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our

liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program.

to experience insurance claims or costs above our coverage limits or that are not covered by our insurance, we might be required to use

working capital to satisfy these claims rather than to maintain or expand our operations.

The occurrence of an event that is not fully

covered by insurance could materially adversely affect our business, results of operations, cash flows and financial position.

may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information

or alleged trade secrets of third parties or competitors or are in breach of noncompetition or non-solicitation agreements with our competitors

or their former employers.

may employ or otherwise engage personnel who were previously or are concurrently employed or engaged at research institutions or other

clean technology companies, or consult various companies, including ones that could be construed as our competitors or potential competitors.

Even though we have processes in place to prevent misappropriate of trade secrets or confidential information, we may be subject to claims

that these personnel, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their

former or concurrent employers or clients they provide consultancy services to, which are rightfully owned by their former or concurrent

employer, or their clients, as the case may be.

Litigation may be necessary to defend against these claims.

Even if we are successful

in defending against these claims, litigation could adversely affect our operations, result in substantial costs and be a distraction

to management.

may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity

or the market price of our Common Stock.

may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings,

and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes.

outcome of future legal proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have

a material adverse impact on our assets, liabilities, business, financial condition, or results of operations.

Even if we prevail in

any such legal proceeding, the proceedings could be costly, time-consuming, and may divert the attention of management and key personnel

from our business operations, which could adversely affect our financial condition.

escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East, or the emergence of conflict elsewhere,

may adversely affect our business.

escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East, or the emergence of conflict elsewhere

may adversely affect our business if the U.S.

capital markets become risk averse for a prolonged period of time, and/or there is a general

slowdown in the global economy.

Potential tariffs or a global trade war could

increase the cost of products we rely upon, which could adversely impact the competitiveness of our business and our financial results.

administration or

other countries impose additional tariffs, or raise the levels of existing tariffs, or trade restrictions are implemented by the United

States or other countries, the cost of products manufactured in the United States and imported into other countries could increase, which

in turn could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.

Related to Intellectual Property

we fail to adequately protect our intellectual property or technology (including any later developed or acquired intellectual property

or technology), our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly

litigation to protect our rights.

we currently have not developed any intellectual property or technology, we may develop, license, or acquire intellectual property in

the future that is valuable or material to our business.

Our success may depend, in part, on our ability to obtain and maintain protection

of such intellectual property in the U.S.

and other countries, if we choose to operate in jurisdictions outside of the U.S.

We may leverage

intellectual property laws to protect such intellectual property (including our brands) and to prevent others from developing and commercializing

products or processes that violate our intellectual property rights.

However, these means may afford only limited protection and may

not prevent our competitors from duplicating our intellectual property, prevent our competitors from gaining access to our proprietary

information or technology, or permit us to gain or maintain a competitive advantage.

Moreover, the steps we take to protect our intellectual

property may be inadequate, and we may choose not to pursue or maintain protection for our intellectual property in the U.S.

jurisdictions.

We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect

unauthorized use of our intellectual property, and such unauthorized uses may be difficult to detect.

It may be possible for unauthorized

third parties to copy our technology (whether now or in the future developed, licensed, or acquired) and use information that we regard

as proprietary to create technology, products, or services that compete with ours.

Any of these scenarios may adversely affect the conduct

of our business or our financial position.

may depend on third-party licensors of technology to enforce and protect intellectual property rights that we may license, and such third

parties may refuse to enforce and protect such intellectual property rights.

Further, if we resort to legal proceedings to enforce our

intellectual property rights (such as initiating infringement lawsuit against a third party), the results of such proceedings, regardless

of merit, are uncertain and our success cannot be assured.

Even if we were to prevail, the proceedings could be burdensome and expensive.

Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material

adverse impact on our business, operating results and financial condition.

we are unable to protect the confidentiality of our proprietary information or trade secrets, our business and competitive position may

may now or in the future rely upon unpatented trade secrets and know-how, whether belonging to us or our partners, to develop and maintain

a competitive position.

While we seek to protect such proprietary information, in part, through confidentiality and invention assignment

agreements with our employees, collaborators, contractors, advisors, consultants and other third parties, we cannot guarantee that we

have entered or will enter into such agreements with each party that has or may have had access to our trade secrets or proprietary information,

or that these agreements will not be breached.

We may not be able to obtain adequate remedies for such breaches.

Enforcing a claim that

a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable.

In addition, some courts inside and outside the U.S.

are less willing or unwilling to protect trade secrets.

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

from using that technology or information to compete with us.

If any of our trade secrets, now or in the future, were to be disclosed

to, or independently developed by, a competitor or other third party, our competitive position could be materially and adversely harmed.

also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises

and physical and electronic security of our information technology systems.

While we have confidence in these measures, they may be breached

or insufficient, and we may not have adequate remedies for any such breach or insufficiency.

may now or in the future engage in business and technology collaborations with third-party partners that may result in the partner owning,

or the parties jointly owning, certain intellectual property, which may be based on or derived from our or the partner’s proprietary

information or existing intellectual property.

If we do not have adequate rights to use such partner-owned proprietary information or

intellectual property, we may be restricted from using it in our process, products, or services.

If we and the partner jointly own any

such intellectual property, the partner may have the ability to compete with our products and services, or we may be required to make

royalty or similar payments to our partner for our use of such intellectual property.

may be subject to claims challenging the inventorship or ownership of our future intellectual property, particularly those that may be

developed or invented by our employees, consultants or contractors.

may be subject to claims that employees, collaborators, or other third parties have an ownership interest in our future intellectual

property, or that of our licensors, including as an inventor or co-inventor.

We may be subject to ownership or inventorship disputes

in the future arising, for example, from conflicting obligations of consultants, contractors, or others who are involved in developing

our intellectual property.

Although it is our policy to require our employees and contractors who may be involved in the conception or

development of potential intellectual property to execute agreements assigning such intellectual property to us, as may be required in

the future, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property

that we regard as our own.

Litigation may be necessary to defend against these and other claims challenging inventorship or ownership.

If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such

as exclusive ownership of, or right to use, intellectual property, or be required to pay royalties for access to such intellectual property

rights (which may not be commercially reasonable).

Other owners may also be able to license such rights to other third parties, including

our competitors.

Such an outcome could have a material adverse impact on our business and financial condition.

Even if we are successful

in defending against such claims, litigation could result in substantial costs and be a distraction to management.

our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets and our

business may be adversely affected.

trademarks and trade names (whether registered or unregistered) may be challenged, infringed, circumvented, declared generic, or determined

to be violating or infringing on other marks.

We may not be able to protect our rights to these trademarks and trade names, which we

need to build name recognition among potential partners and customers in our markets of interest.

At times, competitors or other third

parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading

to market confusion.

In addition, there could be potential trade name or trademark infringement, or dilution claims brought by owners

of other trademarks.

We may also be required to pursue litigation to defend and protect our trademarks, which could be costly, may not

ultimately be successful, and could be a distraction to management.

or cancellation proceedings may in the future be filed against our trademark applications and registrations (including our U.S.

application for “Stardust Power”), and our trademarks or trademark applications may not survive such proceedings.

not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise

would, and may be more limited in our ability to operate under or use such trademarks.

may be sued by third parties for alleged infringement of their intellectual property rights, which could be costly, time-consuming and

limit our ability to use certain technologies in the future.

may become subject to claims that our conduct infringes upon the intellectual property or other proprietary rights of third parties.

Defending against, or otherwise addressing, any such claims, whether they are with or without merit, could be time-consuming and expensive,

and could divert our management’s attention away from the execution of our business plan.

Moreover, any settlement or adverse judgment

resulting from these claims could require us to pay substantial amounts or obtain a license to continue to use the disputed intellectual

property, or otherwise restrict or prohibit our use of the intellectual property.

We cannot guarantee that we would be able to:

from the third party asserting the claim a license on commercially reasonable terms, if at all;

develop alternative technology on a timely

basis, if at all;

or obtain a license to use a suitable alternative technology.

An adverse determination could also prevent us from licensing

our technology to others.

Infringement claims asserted against us may have a material adverse impact on our business, results of operations,

or financial condition.

Related to Legal, Regulatory, Accounting and Tax Matters

stakeholder focus on sustainability matters could adversely impact our business, reputation, and operating results.

recent years, companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investors, customers,

employees, regulators, ratings agencies and lenders, related to their sustainability practices.

If we do not adapt to or comply with

stakeholder expectations and standards on sustainability matters as they continue to evolve, or if we are perceived to have not responded

appropriately or quickly enough to growing concern for sustainability issues, regardless of whether there is a regulatory or legal requirement

to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely

Additionally, our customers may be driven to purchase our products due to their own sustainability commitments, which may entail

holding their suppliers - including us - to sustainability standards that go beyond compliance with laws and regulations and our ability

to comply with such standards.

Failure to maintain operations that align with such “beyond compliance” standards may cause

potential customers to not do business with us or otherwise hurt demand for our products.

These and other sustainability concerns could

subject us to reputational damage and adversely affect our business, prospects, financial condition and operating results.

various regulators have adopted, or are considering adopting, regulations on environmental marketing claims or the prevention of greenwashing

more generally, including, but not limited to the use of “sustainable,” “eco-friendly,” “green,”

“clean” or similar language in the marketing of products and services or the prevention of greenwashing more generally.

there has been increasing scrutiny on sustainability-related claims and frequency of allegations of “greenwashing” against

companies making sustainability-related claims due to, among other things, allegations of incomplete, false or misleading disclosures,

including with respect to the sustainable nature of their operations and products.

Such greenwashing scrutiny and any related regulation

may lead to increased compliance costs as well as heightened risk of litigation, reputational damage and enforcement risk.

are and will be subject to environmental, health and safety laws and regulations in multiple jurisdictions, which may impose substantial

compliance requirements and other obligations on our operations.

Our operating costs could be significantly increased in order to comply

with new or more stringent regulatory standards in the jurisdictions in which we operate.

business is governed by, and will be governed by various foreign, federal, state and local environmental protection and health and safety

laws and regulations, including, without limitation, the federal Safe Drinking Water Act, the Clean Water Act, the Clean Air Act, the

Resource Conservation and Recovery Act, the Occupational Safety and Health Act (“ OSHA ”), the National Environmental

Policy Act, the Endangered Species Act, the Comprehensive Environmental Response, Compensation and Liability Act and similar foreign,

federal, state and local laws and regulations and permits issued under these laws by foreign, federal, state and local environmental

and health and safety regulatory agencies.

These laws and regulations establish, among other things, criteria and standards for drinking

water, for protection of the environment and the release, remediation, of hazardous substances and public health and safety.

to these laws, we may be required to obtain various permits and approvals from certain federal, state and local regulatory agencies for

our operations.

If we violate or fail to comply with these laws, regulations or permits, we could be subject to administrative or civil

fines or penalties or other sanctions by regulators and to lawsuits, civil or criminal, seeking enforcement, injunctive relief and/or

other damages.

If we fail to comply with applicable laws, regulations or permits, our permits or approvals may be terminated or not renewed

and/or we could be held liable for damages, injunctive relief and/or monetary fines or penalties.

Moreover, governmental authorities

and private parties may bring lawsuits based upon damage to property or injury to persons resulting from the environmental, health, and

safety impacts of prior and current operations.

These lawsuits could lead to the imposition of substantial fines, remediation costs,

penalties and other civil and criminal sanctions, as well as reputational harm, including damage to our relationships with customers,

suppliers, investors, governments or other stakeholders.

Such laws, regulations, enforcement or private claims may have a material adverse

impact on our financial condition, results of operations or cash flows.

Additionally,

our units will not be traded after completion of our initial business combination and, 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 shareholder’s equity would generally be required to be at least

$4.0 million.

We may not be able to meet those listing requirements at that time, especially if there are a significant number of redemptions

in connection with our initial business combination.

January 16, 2024, GPAC received a notice from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless GPAC

timely requests a hearing before the Panel, GPAC’s securities (shares, warrants, and rights) would be subject to suspension and

delisting from The Nasdaq Capital Market at the opening of business on January 25, 2024, due to GPAC’s non-compliance with Nasdaq

On January 23, 2024, GPAC timely submitted a hearing request to appeal Nasdaq’s determination to the Panel to request

sufficient time to complete a business combination.

On January 29, 2024, GPAC received a notice from the Nasdaq stating that GPAC failed

to hold an annual meeting of shareholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing

Rule 5620(a).

This matter serves as an additional basis for delisting GPAC’s securities from Nasdaq and the Panel will consider

this additional matter in its decision regarding GPAC’s continued listing on the Nasdaq Capital Market.

GPAC presented its views

with respect to this additional deficiency to the Panel in writing on February 5, 2024.

There can be no assurance that the Panel will

grant GPAC’s request for continued listing or that GPAC will evidence compliance within any extension period that may be granted

by the Panel.

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:

limited availability of market quotations for our securities;

liquidity for our securities;

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;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

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 are and eventually our Class

A ordinary shares and redeemable warrants will be listed on Nasdaq, our units, Class A ordinary shares and redeemable warrants will qualify

as covered securities under the statute.

Although the states are preempted from regulating the sale of covered 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.

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 in our amended and restated memorandum and articles of association.

Any such issuances would dilute the interest of our shareholders

and likely present other risks.

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, 2023, there are 496,068,281 and 42,500,000 authorized but unissued Class A ordinary shares and

Class B ordinary shares, respectively, available for issuance which amount does not take into account shares redeemed following the 2024

Extension Meeting, shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class

B ordinary shares, if any.

The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary

shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account

if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of

the holders thereof as described herein and in our amended and restated memorandum and articles of association.

There are no preference

shares issued and outstanding.

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 in

connection with our redeeming the warrants as described in “Description of Securities-Warrants-Public Shareholders’ Warrants”

or upon conversion of the Class B ordinary 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 herein.

However, our amended and restated memorandum and articles of association

provide, among other things, that prior to or in connection with 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 or

on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination.

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.

The issuance of additional ordinary or preference shares:

significantly dilute the equity interest of existing investors, which dilution would increase

if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of

Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B

ordinary shares;

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;

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;

have the effect of delaying or preventing a change of control of us by diluting the share

ownership or voting rights of a person seeking to obtain control of us;

adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants;

not result in adjustment to the exercise price of our warrants.

are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities

laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor

from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities

laws at this time.

However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later

than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file

with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause

the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness

of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed.

We cannot 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, complete or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants are

not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise

their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise

will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).

However, no warrant will 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 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 is available.

Notwithstanding the above, if our Class A

ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the

definition of a “covered security ” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders

of public warrants who exercise their warrants to do so on a “cashless basis ” in accordance with Section 3(a)(9) of

the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but

we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption

is not available.

Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside ”

of the holder’s investment in our Company because the warrant holder will hold a smaller number of Class A ordinary shares

upon a cashless exercise of the warrants they hold.

In no event will we be required to net cash settle any warrant, or issue securities

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 applicable state securities laws and no exemption is available.

If the issuance of the shares upon exercise of the warrants is

not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise

such warrant and such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a

purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units.

be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants

while a corresponding exemption does not exist for holders of our public warrants.

In such an instance, our sponsor and its permitted

transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares

underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify

the underlying Class A ordinary shares for sale under all applicable state securities laws.

As a result, we may redeem the warrants as

set forth above even if the holders are otherwise unable to exercise their warrants.

warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information

regarding such other security at this time.

certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable

for a security other than the Class A ordinary shares.

As a result, if the surviving company redeems your warrants for securities pursuant

to the warrant agreement, you may receive a security in a company of which you do not have information at this time.

Pursuant to the

warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security

underlying the warrants within twenty business days of the closing of an initial business combination.

you elect to exercise your redemption rights with respect to your Class A ordinary shares, you will not receive any distributable redeemable

connection with our initial business combination, public shareholders will have the opportunity to exercise their right to redeem their

Class A ordinary shares.

However, our distributable redeemable warrants will be distributed only to the holders of record of those Class

A ordinary shares that remain outstanding after such redemptions.

Accordingly, to the extent that you elect to redeem your Class A ordinary

shares, you will receive no distributable redeemable warrants in respect of such shares.

The contingent right to receive distributable

redeemable warrants will remain attached to our Class A ordinary shares, will not be separately transferable, assignable or salable and

will not be evidenced by any certificate or instrument.

grant of registration rights to our sponsor 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.

to an agreement to be entered into on or prior to the closing of our IPO, our sponsor and its permitted transferees can demand that we

register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement warrants and the

Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of

working capital loans and the Class A ordinary shares issuable upon conversion of such warrants.

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

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 securities that is expected when the securities

owned by our sponsor or its permitted transferees are registered for resale.

warrants are expected to be accounted for as derivative liabilities and will be recorded at fair value upon issuance with changes in

fair value each period reported in earnings, which may have an adverse effect on the market price of our ordinary shares or may make

it more difficult for us to consummate an initial business combination.

account for both the warrants underlying the units sold in our IPO, and the private placement warrants, as a warrant liability in accordance

with the guidance contained in Derivatives and Hedging - Contracts in Entity’s Own Equity (ASC 815- 40).

Such guidance provides

that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

each reporting period (1) the accounting treatment of the warrants will be re-evaluated for proper accounting treatment as a liability

or equity and (2) the fair value of the liability of the public and private warrants will be remeasured and the change in the fair value

of the liability will be recorded as other income (expense) in our income statement.

Changes in the inputs and assumptions for the valuation

model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative

The price of our ordinary shares represents the primary underlying variable that impacts the value of the derivative instruments.

Additional factors that impact the value of the derivative instruments include the volatility of our ordinary share price, discount rates

and stated interest rates.

As a result, our financial statements and results of operations will fluctuate quarterly, based on various

factors, such as the price of our ordinary shares, many of which factors are outside our control.

In addition, we may change the underlying

assumptions used in our valuation model, which could in result in significant fluctuations in our results of operations.

If our ordinary

share price is volatile, we expect that we may recognize non-cash gains or losses on our warrants or any other similar derivative instruments

each reporting period, and that the amount of such gains or losses could be material.

The impact of changes in fair value on earnings

may have an adverse effect on the market price of our ordinary shares.

In addition, potential targets may seek a special purpose acquisition

company that does not have warrants that are accounted for as a liability, which may make it more difficult for us to consummate an initial

business combination with a target business.

some other similarly structured blank check companies, our sponsor will receive additional Class A ordinary shares if we issue shares

to consummate an initial business combination.

founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion

will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial

business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such

that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted

basis, 20% of the sum of (i) the total number of our ordinary shares issued and outstanding, plus (ii) 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 our initial business combination, excluding any Class A ordinary

shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued,

to any seller in our initial business combination and any private placement warrants issued to our sponsor, any of its affiliates or

any members of our management team upon conversion of working capital loans.

In no event will the Class B ordinary shares convert into

Class A ordinary shares at a rate of less than one-to-one.

This is different than some other similarly structured blank check companies

in which our sponsor will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business

may amend the terms of the redeemable 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 warrants could be increased,

the redeemable warrants could be converted into cash or Class A ordinary shares (at a ratio different than initially provided), the exercise

period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all

without your approval.

redeemable warrants will be 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 redeemable warrants may be amended without the consent

of any holder for the purpose of (i) curing any ambiguity or correcting any 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 IPO, or defective

provision (ii) amending 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 redeemable warrants

is required to make any change that adversely affects the interests of the registered holders of redeemable warrants.

Accordingly, we

may amend the terms of the redeemable warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding redeemable

warrants approve of such amendment, 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 number of the then outstanding private placement

Although our ability to amend the terms of the redeemable warrants with the consent of at least 50% of the then-outstanding

redeemable warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price

of the warrants, convert the warrants into cash or Class A ordinary shares (at a ratio different than initially provided), shorten the

exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

warrant agreement will designate 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.

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 of America are the sole and exclusive

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 agreement.

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:

(x) the 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.

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.

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

have the ability to redeem the 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the prospectus

for our IPO under the heading “Description of Securities-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments ” )

for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and

provided that certain other conditions are met.

If and when the 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.

a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.

of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be

disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your

warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect

would be substantially less than the market value of your warrants.

addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their

expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided

that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted

for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the prospectus for

our IPO under the heading “Description of Securities-Warrants-Public Shareholders’ Warrants-Anti-dilution Adjustments”)

for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and

provided that certain other conditions are met, including that holders will be able to

exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair

market value of our Class A ordinary shares.

See the discussion in the prospectus for our IPO under the heading “Description of

Securities-Warrants-Public Shareholders’ Warrants-Redemption of warrants when the price per Class A ordinary share equals or exceeds

$10.00.” The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they

had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the

value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant

(subject to adjustment) irrespective of the remaining life of the warrants.

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.

have issued detachable redeemable warrants to purchase 5,000,000 Class A ordinary shares as part of the units offered in our IPO and

5,566,667 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment.

In addition, if our sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to

$2,000,000 of such loans into up to an additional 1,333,333 private placement warrants, at the price of $1.50 per warrant.

issue Class A ordinary shares in connection with our redemption of our warrants.

the extent we issue ordinary shares for any reason, including to effectuate a 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 prospective 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 business transaction.

Therefore, our warrants may make

it more difficult to effectuate a business transaction or increase the cost of acquiring a prospective target business.

each unit contains one-sixth of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units

of other blank check companies.

unit contains one-sixth of one detachable redeemable warrant.

Pursuant to the warrant agreement, no fractional redeemable warrants will

be issued upon separation of the units, and only whole 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.

In addition, although holders of Class A ordinary shares who elect not to redeem such shares

in connection with our initial business combination will also receive a distribution of redeemable warrants in the form of distributable

redeemable warrants, it may be that the number of distributable redeemable warrants issuable to any such holder, with or without any

fractional detachable redeemable warrants they may hold, will not constitute a whole warrant.

This is different from other offerings

similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share.

We have established the components

of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the detachable

redeemable warrants and the distributable redeemable warrants will be exercisable in the aggregate for one-third of the number of shares,

compared to units that each contain a whole warrant to purchase one whole 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 a unit included a warrant

to purchase one whole share.

market for our securities may not develop sufficiently and remain sufficiently active, which would adversely affect the liquidity and

price of our securities.

price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions.

An active trading market for our securities may never develop sufficiently or, if developed, it may not be sustained.

You may be unable

to sell your securities unless a sufficiently active trading market can be sustained.

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.

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 interests.

These provisions will include a staggered board of directors, the ability of

the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion

of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled

to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that

otherwise could involve payment of a premium over prevailing market prices for our securities.

sponsor paid an aggregate of $25,000, or approximately $0.003 per founder share, and, accordingly, holders of our Class A ordinary shares

have experienced immediate and substantial dilution upon their purchase of our Class A ordinary shares.

difference between the market price per share of our Class A ordinary shares (allocating all of the unit purchase price to the Class

A ordinary shares and none to the warrants included in the unit) and the pro forma net tangible book value per share of our Class A ordinary

shares constitutes dilution to holders of our Class A ordinary shares.

Our sponsor acquired the founder shares at a nominal price, contributing

significantly to this dilution.

This dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary

shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares

at the time of our initial business combination, and would further increase to the extent that public shareholders seek redemptions from

In addition, because of the anti-dilution protections provided in the founder shares to the holders of such 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.

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.

offered 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 IPO, 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 your public shares may be significantly

diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares.

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.

the closing of our IPO, our sponsor had invested in us an aggregate of $8,375,000, comprised of the $25,000 purchase price for the 7,500,000

founder shares and the $8,350,000 purchase price for the 5,566,667 private placement warrants.

Assuming a trading price of $10.00 per

ordinary share upon consummation of our initial business combination, the 7,500,000 founder shares would have an aggregate implied value

of $75,000,000.

As a result, our sponsor may be able to recoup its investment in us and make a substantial profit on that investment,

even if our public shares have lost significant value, even though, consistent with the vesting terms to which the founder shares are

subject, our sponsor will not be able to realize more than half the value of its investment unless the trading price of the ordinary

shares rises beyond $10.00 per share following the consummation of our initial business combination.

Accordingly, our sponsor, and our

management team, which owns interests in our sponsor, may have an economic incentive that differs from that of the public shareholders

to pursue and consummate an initial business combination rather than to liquidate and return the cash in trust to our public shareholders,

even if that business combination were with a riskier or less-established target business.

For the foregoing reasons, you should consider

our sponsor’s and management team’s financial incentive to complete an initial business combination when evaluating whether

to redeem your shares prior to or in connection with an initial business combination.

were incorporated in November 2020 and we have no operating history and no revenues, and you have no basis on which to evaluate our ability

to achieve our business objective.

were incorporated in November 2020 under the laws of the Cayman Islands and we have no operating history and no revenues.

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 with one or more target businesses.

We have no plans, arrangements or understandings with any prospective target

business concerning a 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.

performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us

or in the future performance of any business we may acquire.

regarding performance by, or businesses associated with, our management team and their respective affiliates is presented for informational

purposes only.

Any past experience or performance of our management team and their respective affiliates is not a guarantee of either

(i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination that we may

You should not rely on the historical record of our management team or their respective affiliates as indicative of the future

performance of an investment in us or the returns we will, or are likely to, generate going forward.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

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.

As an early 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 loss.

only holders of our founder shares will have the right to vote on the appointment of directors, upon the listing of our shares on Nasdaq,

Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for

exemptions from certain corporate governance requirements.

holders of our founder shares will have the right to vote on the appointment of directors.

As a result, Nasdaq may consider us to be

a “controlled company” within the meaning of Nasdaq corporate governance standards.

Under Nasdaq corporate governance standards,

a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company”

and may elect not to comply with certain corporate governance requirements, including the requirements that:

have a board that includes a majority of “independent directors,” as defined

under the rules of Nasdaq;

have a compensation committee of our board that is comprised entirely of independent directors

with a written charter addressing the committee’s purpose and responsibilities;

have a nominating and corporate governance committee of our board that is comprised entirely

of independent directors with a written charter addressing the committee’s purpose

and responsibilities.

do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable

phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections

afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.

are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased

both our costs and the risk of non-compliance.

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.

are subject to rules and regulations by various national, regional and local governments.

In particular, we will be required to comply

with rules and regulations of SEC, which is charged with the protection of investors and the oversight of companies whose securities

are publicly traded, as well as to new and evolving regulatory measures under applicable law.

Compliance with, and monitoring of, applicable

laws and regulations may be difficult, time consuming and costly.

Our efforts to comply with new and changing laws and regulations could

also result in a diversion of management time and attention from seeking a business combination target.

because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time

as new guidance becomes available.

This evolution may result in continuing uncertainty regarding compliance matters and additional costs

necessitated by ongoing revisions to our disclosure and governance practices.

Those changes could also have a material adverse effect

on our business.

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material

adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.

If we fail to address and comply with applicable law and regulations and any subsequent changes, we may be subject to penalty and our

business may be harmed.

SEC has recently adopted new rules to regulate special purpose acquisition companies.

Certain of the procedures that we, a potential

business combination target, or others may determine to undertake in connection with such rules may increase GPAC’s costs and the

time needed to complete GPAC’s initial business combination and may constrain the circumstances under which GPAC could complete

a business combination.

24, 2024, the SEC adopted new rules (the “SPAC Rules”), relating to disclosures in business combination transactions

between special purpose acquisition companies (“SPACs”) such as GPAC and private operating companies;

the condensed financial

statement requirements applicable to transactions involving shell companies;

the use of projections by SPACs in SEC filings in connection

with proposed business combination transactions;

the potential liability of certain participants in proposed business combination

transactions;

and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended.

Certain of the procedures that GPAC, a potential business combination target, or others may determine to undertake in connection with

the SPAC Rules, or pursuant to the SEC’s views expressed in the SPAC Rules, may increase the costs and the time required

to consummate a business combination, and may constrain the circumstances under which GPAC could complete a business combination.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial

financial and management resources, and increase the time and costs of completing an acquisition.

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 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 acquisition.

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

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 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.

We could be 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 equals or exceeds $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.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or

operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the property.

For example, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and state equivalents, certain

broad categories of persons, including an owner or operator of a property, may become liable for the costs of investigation and remediation,

impacts to human health and for damages to natural resources.

These laws impose strict and joint and several liability without regard

to fault or degree of contribution or whether the owner or operator knew of, or was responsible for, the release of such hazardous substances

or whether the conduct giving rise to the release was legal at the time it occurred.

We also may be subject to related claims by private

parties, including employees, contractors or the general public, alleging property damage and personal injury due to exposure to hazardous

or other materials at or from those properties.

We may incur substantial costs or other damages associated with these obligations, which

could adversely impact our business, financial condition and results of operations.

Environmental

laws and regulations are complex and may change from time to time, as may related interpretations and guidance.

These laws and regulation,

and the enforcement thereof, have tended to become more stringent over time.

It is possible that new standards could be imposed, either

more stringent or more lenient, that could result in higher operating expenses, the obsolescence of our products, or lead to an interruption

or suspension of our operations and have a material adverse impact on our business, financial condition and results of operations.

with health and safety laws and regulations can be complex, and noncompliance with these laws and regulations may result in potentially

significant monetary damages and fines.

operations are and will be subject to a number of federal and state laws and regulations, including OSHA and comparable state statutes

establishing requirements to protect the health and safety of workers.

The OSHA hazard communication standard, the U.S.

Environmental

Protection Agency community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act, and

comparable state statutes, require maintenance of information about hazardous materials used or produced in operations and provision

of this information to employees, state and local government authorities, and citizens.

Other OSHA standards regulate specific worker

safety aspects of our operations.

Substantial fines and penalties can be imposed, and orders or injunctions limiting or prohibiting certain

operations may be issued, in connection with any failure to comply with these laws and regulations.

change legislation, regulation and policies may result in increased operating costs and otherwise affect our business, our industry

and the global economy.

change will potentially have wide ranging impacts, including potential impacts to our operations.

In December 2015, the 21 st

Conference of the Parties of the United Nations Framework Convention on Climate Change resulted in nearly 200 countries, including the

United States, coming together to develop the Paris Agreement, which includes pledges to voluntarily limit and reduce future emissions.

Additionally, at the 28 th Conference of the Parties, nearly 200 member countries, including the U.S., entered into an agreement

to transition away from fossil fuels while accelerating action in this decade to achieve net zero by 2050.

The agreement includes calls

for actions towards achieving, at a global scale, a tripling of renewable energy capacity and doubling energy efficiency improvements

by 2030, as well as accelerating efforts towards the phase-down of unabated coal power and, phase out inefficient fossil fuel subsidies,

among other measures.

Most recently, at the 29th Conference of the Parties (“ COP29 ”), 159 countries met and, among

other things, agreed on rules to operationalize international carbon markets under Article 6 of the Paris Agreement, including a new

Paris Agreement Crediting Mechanism to trade UN-approved carbon credits.

Additionally, participants at COP29 representing 159 countries

met to review progress toward the goals of the Global Methane Pledge and the addition of nearly $500 million in new grant funding for

methane abatement.

However, in January 2025, President Trump issued executive orders directing the immediate notice to the United Nations

of the United States’ withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention

on Climate Change.

At the same time, various state and local governments have also publicly committed to furthering the goals of the

Paris Agreement and many of these initiatives are expected to continue.

These, and other proposed regulations could increase our current

and future production costs and the costs of our customers, which could decrease demand for our products.

laws and regulations and global and domestic policy developments have the potential to disrupt our business, the business of our suppliers

and/or customers, or otherwise adversely impact our business’ financial condition.

While we believe that many of these policies

will be favorable for our lithium operations, there is no guarantee that such potential changes in laws, regulations, or policies will

be favorable to our Company, to existing or future customers, or to large-scale economic, environmental, or geopolitical conditions.

physical impacts of climate change, including adverse weather, may have a negative impact on our business and results of operations.

change may potentially have wide-ranging physical impacts, including significant weather conditions, such as increased

severity and frequency of droughts, storms, floods, wildfires and other climatic events.

If such significant weather conditions were to occur, they

could disrupt or delay our operations, damage our facilities, adversely affect or delay demand for our products or cause us to incur

significant costs in preparing for, or responding to, the effects of climatic events themselves, which may not be fully insured.

the physical effects of climate change may generally result in increased prices for and reduced availability of relevant insurance coverage

on the market.

Any one of these factors has the potential to have a material adverse impact on our business, financial condition, results

of operations, and cash flow.

reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew

such subsidies and incentives, could reduce demand for our products, lead to a reduction in our revenues, and adversely impact our operating

results and liquidity.

growth of alternative energy technologies is affected by the availability and size of government and economic incentives.

these government incentives expire, phase out over time, may exhaust the allocated funding, or require renewal by the applicable

In addition, these incentive programs could be reduced or discontinued for other reasons.

The IRA contains a number of

tax incentive provisions, some of which we intend to utilize.

This legislation was adopted in August 2022, and forthcoming

interagency guidance processes are still ongoing.

We, and our customers and suppliers, have not yet seen the impact these

IRA-related incentives may have on our business and operations and cannot guarantee that we will realize anticipated benefits of

incentives under the IR Act.

Furthermore, changes or amendments to clean energy tax credits might be more favorable to other

technologies.

In addition, the IR Act, the IRA and other recent legislation make available certain grants and other funding

opportunities for alternative energy projects, some of which we intend to apply for and, if awarded, utilize.

Additionally, in

January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated

through the BIL, IR Act and the IRA, and announced efforts to remove government incentives for electric vehicles.

This pause on

disbursement is subject to ongoing legal challenges.

The IR Act and the IRA may also be subject to efforts to amend or repeal,

including through Congressional budget reconciliation.

Any reduction, elimination, or discriminatory application of expiration of

the government subsidies and economic incentives, or the failure to renew tax credit programs, governmental subsidies, or economic

incentives, may result in the diminished economic competitiveness of our products to our customers or the availability of supply,

and could materially and adversely affect the growth of alternative energy technologies, including our products, as well as our

future operating results and liquidity.

and future changes to, federal, state and local regulations and policies, including permitting requirements applicable to us, and enactment

of new regulations and policies, may adversely affect the market for environmental attributes generated by our operations.

markets for environmental attributes are influenced by U.S.

federal and state governmental regulations and policies.

Our ability to generate

revenue from sales of environmental attributes depends on our strict compliance with such federal and state programs, which are complex

and can involve a significant degree of judgment.

If the agencies that administer and enforce these programs disagree with our judgments,

otherwise determine that we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability

to generate or sell these credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited,

or lost entirely, and we could also be subject to fines or other sanctions.

with data privacy regulations could require additional expenditures, and may have an adverse impact on the operating cashflows of the

Chief Financial Officer is responsible for assessing, identifying and managing cyber security risks.

He is supported by outside

consulting services.

The Chief Financial Officer, along with the third-party consultants, are informed of, and monitor,

cybersecurity incidents.

Employees of our Company receive training to minimize cybersecurity risks and attest to their understanding

in the Code of Conduct which includes cybersecurity.

The protocols are reviewed annually.

Additional measures are taken, such as the

use of two-factor authentication on our Company’s systems, and employed to further reduce threats.

Despite the measures we

take to assess, identify and manage cyber security risks, there can be no assurance that the various procedures and controls we use

to mitigate these risks will be sufficient to prevent disruptions to our IT systems.

identified material weaknesses in our internal control over financial reporting in prior year.

If we experience additional material weaknesses

or other deficiencies in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we

may not be able to accurately or timely report our financial results, which could result in loss of investor confidence and adversely

impact our stock price.

are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, (as amended, the “ Sarbanes-Oxley

Act ”), the Dodd-Frank Act and other applicable securities rules and regulations.

In particular, we are subject to reporting

obligations under Section 404 of the Sarbanes-Oxley Act that require us to include a management report on our internal control over financial

reporting in our annual report, which contains management’s assessment of the effectiveness of our internal control over financial

Internal controls must be evaluated continuously and be properly designed and executed by a sufficient level of properly trained

staff to maintain adequate internal control over financial reporting.

During the period from March 16, 2023 (inception) to December 31,

2023, management identified material weaknesses in the implementation of the COSO 13 Framework (which establishes an effective control

environments), lack of segregation of duties and management oversight, and control surrounding maintenance of adequate repository of

contracts, appropriate classifications of expenses and complex financial instruments.

implemented certain controls in fiscal year 2024 to the remediate the material weakness.

Management believes that the new procedures

and controls provide an appropriate remediation of the material weaknesses that have been identified and these will strengthen the

Company’s internal controls over financial reporting.

In the opinion of management, the revised control processes have been

operating for a sufficient period of time and independently validated by management.

We expect these systems and controls to involve

significant expenditures and to may become more complex as our business grows.

To effectively manage this complexity, we will need

to continue to improve our operational, financial, and management controls, and our reporting systems and procedures.

Our inability

to successfully remediate any future material weaknesses or other deficiencies in our internal control over financial reporting or

any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these

controls, could harm our operating results and cause us to fail to meet our financial reporting obligations or result in material

misstatements in our consolidated financial statements, which could limit our liquidity

and access to capital markets, adversely affect our business and investor confidence in our consolidated financial statements, and adversely

impact our stock price.

Related to Ownership of Securities and Operating as a Public Company

shares of Common Stock are thinly traded, so stockholders may be unable to sell at or near ask prices or at all if they need to sell

shares to raise money or otherwise desire to liquidate their shares.

Common Stock has from time to time been “thinly traded,” meaning that the number of persons interested in purchasing our

Common Stock at or near ask prices at any given time may be relatively small or non-existent.

This situation is attributable to a number

of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional

investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of

such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend

the purchase of our shares until such time as we become more seasoned and viable.

As a consequence, there may be periods of several days

or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady

volume of trading activity that will generally support continuous sales without an adverse effect on share price.

We cannot give stockholders

any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current

trading levels will be sustained.

our dissolution, our stockholders may not recoup all or any portion of their investment.

the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, the proceeds and/or our assets remaining after

giving effect to such transaction, and the payment of all of our debts and liabilities will be distributed to the holders of Common Stock

on a pro rata basis.

There can be no assurance that we will have available assets to pay to the holders of Common Stock, or any amounts,

upon such a liquidation, dissolution or winding-up.

In this event, our stockholders could lose some or all of their investment.

active trading market for our Common Stock may never develop or be sustained, which may make it difficult to sell the shares of Common

Stock you receive.

price of our Common Stock may fluctuate significantly due to general market and economic conditions and forecasts, our general business

condition and the release of our financial reports.

An active trading market for our Common Stock may not develop or continue or, if

developed, may not be sustained, which would make it difficult for stockholders to sell their shares of Common Stock at an attractive

price (or at all).

The market price of our Common Stock may decline below stockholders’ deemed purchase price, and they may not

be able to sell their shares of Common Stock at or above that price (or at all).

Additionally, if our Common Stock is delisted from Nasdaq

for any reason and is quoted on the Over-the-Counter Bulletin Board, an inter-dealer automated quotation system for equity securities

that is not a national securities exchange, the liquidity and price of our Common Stock may be more limited than if we were quoted or

listed on Nasdaq or another national securities exchange.

Stockholders may be unable to sell Common Stock unless a market can be established

or sustained.

may not be able to regain compliance with the Nasdaq’s continued listing requirements and rules, the Nasdaq may delist our Common

Stock and Public Warrants, which could negatively affect the Company, the price of our Common Stock and Public Warrants and our shareholders’

ability to sell our Common Stock and Public Warrants.

Nasdaq has several listing requirements set forth in the Nasdaq Listing Rules.

For example, Nasdaq Listing Rule 5450(a)(1) requires that

our Common Stock trade at a minimum bid price of $1.00 per share (the “ Minimum Price Rule ”).

Nasdaq Listing Rule 5450(b)(2)(C)

requires that the Company maintain a minimum market value of publicly held shares of $15,000,000 (the “ MVPHS Rule ”).

March 18, 2025, we received a notice (the “ MVPHS Notice ”) from the Nasdaq that the Company was not in compliance with

the continued listing standards set forth in Nasdaq Listing Rule 5450(b)(2)(C), as the Company’s market value of publicly held

shares closed below $15,000,000 for the previous 30 consecutive business days.

On March 19, 2025, we received a subsequent notice (the

“ Minimum Bid Price Notice ”) from the Nasdaq that the Company was not in compliance with the continued listing standards

set forth in Nasdaq Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Common Stock closed below $1.00 per share

for the previous 30 consecutive business days.

The MVPHS Notice and Minimum Bid Price Notice have no present impact on the listing of

the Company’s securities on the Nasdaq Global Market.

Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until September 15, 2025, to regain compliance with

the Minimum Price Rule.

To regain compliance with the Minimum Price Rule, during the 180-day compliance period, the minimum bid price

of the Company’s listed securities must close at $1.00 per share or more for a minimum of 10 consecutive business days.

regain compliance with the MVPHS Rule, during the 180-day compliance period, the market value of publicly held shares must close at $15,000,000

or more for a minimum of 10 consecutive business days.

If compliance is not achieved with both rules by September 15, 2025, Nasdaq will

provide written notification to the Company that its securities are subject to delisting.

At such time, the Company may appeal the delisting

determination to a Hearings Panel.

Company continues to monitor the bid price for the Common Stock and the market value of publicly held shares.

If the Company’s

listed securities do not trade at levels that are likely to regain compliance, the Company’s Board of Directors will consider the

options available to achieve compliance.

intend to regain compliance with the Nasdaq listing standards by pursuing measures that are in our best interest and the best interest

of our shareholders.

There is no assurance that our efforts will be successful, nor is there any assurance that we will regain compliance

with either the Minimum Price Rule or the MVPHS Rule or remain in compliance with such section or other Nasdaq continued listing standards

in the future.

A delisting of our Common Stock or Public Warrants from the Nasdaq could negatively impact us by, among other things,

reducing the liquidity and market price of our Common Stock or Public Warrants;

reducing the number of investors willing to hold or acquire

our Common Stock or Public Warrants, which could negatively impact our ability to raise equity financing;

limiting our ability to issue

additional securities or obtain additional financing in the future;

decreasing the amount of news and analyst coverage of us;

us reputational harm with investors, our employees, and parties conducting business with us.

law and the Governing Documents 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 Bylaws s and the Delaware General Corporation Law (“DGCL”) contain provisions that could

have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including

transactions in which stockholders might otherwise receive a premium for their shares.

These provisions could also limit the price that

investors might be willing to pay in the future for shares of our Common Stock, and therefore depress the trading price of our Common

These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not

nominated by the current stockholders or taking other corporate actions, including effecting changes in our management.

Among other things,

the Governing Documents include provisions regarding:

ability of the Company’s 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;

Certificate of Incorporation prohibits cumulative voting in the election of directors, which

limits the ability of minority stockholders to elect director candidates;

limitation of the liability of, and the indemnification of, the Company directors and officers;

ability of the Board to amend the Bylaws, which may allow the Board to take additional actions

to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws

to facilitate an unsolicited takeover attempt;

Certificate of Incorporation provides for a classified Board serving staggered, three-year

terms, making it impossible for stockholders to replace the entire Board at one time, which

will give stockholders less control over corporate and management policies of the Company,

including with respect to potential mergers or acquisitions, payment of dividends, asset

sales, amendment of the Governing Documents, and other significant corporate transactions

of the Company;

notice procedures with which 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 extraordinary general meetings of stockholders

and delay changes in the Board and 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 the Company;

that the Board is expressly authorized to make, alter or repeal the Bylaws;

removal of the directors of the Board by its stockholders with or without cause;

ability of the Board to fill a vacancy created by the expansion of the Board or the resignation,

death, or removal of a director in certain circumstances;

Certificate of Incorporation prohibits, subject to the rights of the holders of shares of

preferred stock to act by written consent, any stockholders from taking any action by written

certain provisions may be amended only by the affirmative vote of holders of at least two-thirds

of the shares of the outstanding capital stock entitled to vote generally in the election

of the Company directors.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management.

Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United

States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our

stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types

of actions or proceedings under Delaware statutory or common law:

derivative action or proceeding brought on our behalf;

action asserting a breach of fiduciary duty;

action asserting a claim against us arising under the DGCL, our Governing Documents;

action seeking to interpret, apply, enforce, or determine the validity of our Governing Documents;

action as to which DGCL confers jurisdiction on the Court of Chancery of the State of Delaware;

action asserting a claim against us that is governed by the internal-affairs doctrine.

provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act.

Furthermore, Section 22 of the

Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions.

Accordingly, both state

and federal courts have jurisdiction to entertain such claims.

To prevent having to litigate claims in multiple jurisdictions and the

threat of inconsistent or contrary rulings by different courts, among other considerations, our Certificate of Incorporation provides

that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a

cause of action arising under the Securities Act.

While the Delaware courts have determined that such choice of forum provisions are

facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be

filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of such provisions, and a stockholder

may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions.

In such instance, we

would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our Certificate of Incorporation.

This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance

that the provisions will be enforced by a court in those other jurisdictions.

If a court were to find either exclusive forum provision

in our Certificate of Incorporation, to be inapplicable or unenforceable in an action, we may incur further significant additional costs

associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business,

financial condition, results of operations, and prospects.

These exclusive forum provisions may limit a stockholder’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 employees.

is not possible to predict the actual number of shares we will sell under the Purchase Agreement to B.

Riley Principal Capital II, or

the actual gross proceeds resulting from those sales.

October 7, 2024, we entered into a Purchase Agreement with B.

Riley Principal Capital II, pursuant to which B.

Riley Principal Capital

II has committed to purchase up to $50,000,000 of shares of our Common Stock, subject to certain limitations and conditions set forth

in the Purchase Agreement.

The shares of our Common Stock that may be issued under the Purchase Agreement may be sold by us to B.

Principal Capital II at our discretion from time to time for a period of up to 36 months (unless the Purchase Agreement is earlier terminated)

beginning on the date on which the registration statement registering the shares of Common Stock issued to B.

Riley Principal Capital

II for resale has been declared effective by the SEC and all other conditions to B.

Riley Principal Capital II’s obligations to

purchase the Common Stock set forth in the Purchase Agreement have been initially satisfied.

generally have the right to control the timing and amount of any sales of our shares of Common Stock to B.

Riley Principal Capital II

under the Purchase Agreement.

Sales of our Common Stock, if any, to B.

Riley Principal Capital II under the Purchase Agreement will depend

upon market conditions and other factors to be determined by us.

We may ultimately decide to sell to B.

Riley Principal Capital II all,

some or none of the shares of our Common Stock that may be available for us to sell to B.

Riley Principal Capital II pursuant to the

Purchase Agreement.

Depending on market liquidity at the time, resales of those shares by B.

Riley Principal Capital II may cause the

public trading price of our Common Stock to decrease.

the per share purchase price that B.

Riley Principal Capital II will pay for shares of Common Stock that we may elect to effect pursuant

to the Purchase Agreement will fluctuate based on the market prices of our Common Stock during the applicable purchase valuation period

for each purchase made pursuant to the Purchase Agreement, it is not possible for us to predict, as of the date of this Annual Report

and prior to any such sales, the number of shares of Common Stock that we will sell to B.

Riley Principal Capital II under the Purchase

Agreement, the purchase price per share that B.

Riley Principal Capital II will pay for shares purchased from us under the Purchase Agreement,

or the aggregate gross proceeds that we will receive from those purchases by B.

Riley Principal Capital II under the Purchase Agreement.

the Purchase Agreement provides that we may sell up to an aggregate of $50,000,000 of our Common Stock to B.

Riley Principal Capital

II, only 6,500,000 shares of our Common Stock (of which 63,694 represent the commitment shares we issued to B.

Riley Principal Capital

II upon our execution of the Purchase Agreement on October 7, 2024) are being registered under the Securities Act for resale by B.

Principal Capital II pursuant to a Registration Statement on Form S-1.

If it becomes necessary for us to issue and sell to B.

Riley Principal

Capital II under the Purchase Agreement more than the 6,436,306 shares being registered in order to receive aggregate gross proceeds

equal to $50,000,000 under the Purchase Agreement, we must first (i) obtain stockholder approval to issue more than 9,569,701 shares

of Common Stock, the number of shares representing 19.99% of the shares of Common Stock outstanding immediately prior to the execution

of the Purchase Agreement, in accordance with applicable Nasdaq rules (assuming such shares to not qualify for exclusion from such share

limit because they were sold at a price exceeding the “minimum price” calculated in accordance with Nasdaq rules) and (ii)

file with the SEC one or more additional registration statements to register under the Securities Act the resale by B.

Riley Principal

Capital II of any such additional shares of our Common Stock we wish to sell from time to time under the Purchase Agreement, which the

SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Stock to B.

Riley Principal

Capital II under the Purchase Agreement.

The number of shares of Common Stock ultimately offered for resale by B.

Riley Principal Capital

II is dependent upon the number of shares of Common Stock, if any, we elect to sell to B.

Riley Principal Capital II under the Purchase

Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of Common Stock in addition to

the 6,500,000 shares of Common Stock being registered for resale could cause additional substantial dilution to our stockholders.

inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources,

could have a material adverse impact on our business, financial condition and results of operations and cash flows.

inflation could adversely affect our business and financial results.

historically our operations have not been materially affected by inflation and we have been successful in adjusting prices to our customers

to reflect changes in our material and labor costs, the rate of current inflation and resulting pressures on our costs and pricing could

adversely impact our business and financial results.

Inflation can adversely affect us by increasing our operating costs, including our

materials, freight and labor costs.

As interest rates rise to address inflation, such increases will also impact the base rates applicable

in our credit arrangements and will result in borrowed funds becoming more expensive to us over time;

similar financing pressures from

inflation also can have a negative impact on customers’ willingness to purchase our technologies and services in the same volumes

and at the same rates as previously anticipated.

In a highly inflationary environment, we may be unable to raise the prices of our technologies

and services at or above the rate of inflation, which could reduce our profit margin.

Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder

activism, which could cause the Company to incur significant expense, hinder execution of business and growth strategy and impact its

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.

Stockholder activism, which could take many forms or arise in a variety of situations, has been

increasing recently.

Volatility in the stock price of the 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 the Board’s attention and resources from the Company’s

Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to the Company’s

future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel.

Also, the Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist

stockholder matters.

Further, 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.

price of the Company’s securities may be volatile.

price of the Company’s securities may fluctuate due to a variety of factors, including:

in the industry in which the Company operates;

success of competitive services or technologies;

● developments

involving the Company’s competitors;

or legal developments in the United States and other countries;

● developments

or disputes concerning our intellectual property or other proprietary rights;

recruitment or departure of key personnel;

or anticipated changes in estimates as to financial results, development timelines or recommendations

by securities analysts;

in our financial results or those of companies that are perceived to be similar to us;

economic, industry and market conditions, such as the effects of recessions, interest rates, inflation,

international currency fluctuations, political instability and acts of war or terrorism;

and the other

factors described in this “ Risk Factors ” section.

market and industry factors may materially reduce the market price of Common Stock regardless of the operating performance of Stardust

addition, companies that have experienced volatility in the market price of their stock have frequently been the subject of securities

class action and stockholder derivative litigation.

We could be the target of such litigation in the future.

Class action and derivative

lawsuits, whether successful or not, could result in substantial costs, damage or settlement awards and a diversion of our management’s

resources and attention from running our business, which could materially harm our reputation, financial condition and results of operations.

Company does not intend to pay cash dividends for the foreseeable future.

Company currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and

does not intend to pay cash dividends in the foreseeable future.

Any future determination to pay dividends will be at the discretion

of the Board and will depend on the Company’s financial condition, results of operations, capital requirements and future agreements

and financing instruments, business prospects and such other factors as the Board deems relevant.

As a result, you may not receive any

return on an investment in Common Stock unless you sell Common Stock for a price greater than that which you paid for it.

Company qualifies as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging

growth companies may make the Common Stock less attractive to investors.

qualify as an “emerging growth company” under SEC rules.

As an emerging growth company, we are permitted and plan to and

do rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging

growth companies.

These provisions include, but are not limited to:

(1) an exemption from compliance with the auditor attestation

requirement in the assessment of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding

mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the

consolidated financial statements;

(3) reduced disclosure obligations regarding executive compensation arrangements in periodic

reports, registration statements and proxy statements;

and (4) exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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

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 used.

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.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the aggregate worldwide market value of

our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded

$100 million during such completed fiscal year and the aggregate worldwide market value of our ordinary shares held by non-affiliates

equals or exceeds $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.

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.

recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed.

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.

There can be no assurance that these trends will not continue.

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 combination.

In order to obtain directors and officers liability insurance or modify its coverage

as a result of becoming a public company, the post-business combination entity 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 the

post-business combination company’s ability to attract and retain qualified officers and directors.

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, the post-business combination entity 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-business combination

entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S.

federal income tax consequences

we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

Holder (as defined in the section

of the prospectus for our IPO captioned “Taxation-United States Federal Income Tax Considerations-General”) of our Class

A ordinary shares or 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 (see the section of the prospectus for our IPO entitled “Taxation-United States Federal Income Tax Considerations-U.S.

Holders-Passive Foreign Investment Company Rules”).

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.

there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year.

Moreover, if we determine

we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S.

Holder such information as the Internal

Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S.

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

tax advisors regarding the possible application of the PFIC rules.

investment in our securities may result in uncertain or adverse U.S.

federal income tax consequences.

investment in our securities may result in uncertain U.S.

federal income tax consequences.

For instance, because there are no authorities

that directly address instruments similar to our units, the allocation an investor makes with respect to the purchase price of a unit

between the Class A ordinary shares and the one-sixth of a warrant to purchase one Class A ordinary share included in each unit could

be challenged by the IRS or courts.

Furthermore, the U.S.

federal income tax consequences of a cashless exercise of warrants included

in our units is unclear under current law.

Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend

the running of a U.S.

Holder’s (as defined in the prospectus for our IPO under “Taxation-United States Federal Income Tax

Considerations-General”) 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

a “qualified dividend” for U.S.

federal income tax purposes.

See the section of the prospectus for our IPO entitled “Taxation-United

States Federal Income Tax Considerations” for a summary of the U.S.

federal income tax considerations of an investment in our securities.

Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences of purchasing, holding

or disposing of our securities.

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.

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.

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.

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 executive officers, or enforce judgments obtained in the United States courts

against our directors or officers.

corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Law (as the same

may be supplemented or amended from time to time) and the common law of the Cayman Islands.

We will also be 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

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.

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.

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

Associated with Acquiring and Operating a Business in Foreign Countries

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.

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.

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:

and difficulties inherent in managing cross-border business operations;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

listing and/or delisting requirements;

and trade barriers;

● regulations

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

payment cycles;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

● underdeveloped

or unpredictable legal or regulatory systems;

● corruption;

of intellectual property;

unrest, crime, strikes, riots and civil disturbances;

changes and political upheaval;

attacks, natural disasters and wars;

● deterioration

of political relations with the United States.

may not be able to adequately address these additional risks.

If we were unable to do so, we may be unable to complete such initial business

combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial

condition and results of operations.

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.

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 business combination will remain in place.

Management of the target business may not be familiar

with United States securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend time

and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues

which may adversely affect our operations.

our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue

may be derived from our operations in any such country.

Accordingly, our results of operations and prospects will be subject, to a significant

extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which

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.

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

the event we acquire a non-U.S.

target, all 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.

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.

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.

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.

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.

increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.

increases in inflation in the United States and elsewhere may be leading to increased price volatility for publicly traded securities,

including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult

for us to consummate a business combination.

in Ukraine and Israel could make it more difficult for us to consummate a business combination.

in Ukraine and Israel may lead to increased price volatility for publicly traded securities, including ours, and to other national, regional

and international economic disruptions, any of which could make it more difficult for us to identify a business combination partner and

consummate a business combination on acceptable commercial terms or at all.

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 election to opt out is irrevocable.

As a result, the

information we provide will be different than the information that is available with respect to other public companies that are not

emerging growth companies.

If some investors find the Common Stock less attractive as a result, there may be a less active trading

market for the Common Stock and the market price of the Common Stock may be more volatile.

small number of stockholders continue to have substantial control over Stardust Power, which may limit other stockholders’ ability

to influence corporate matters and delay or prevent a third party from acquiring control over the Company.

directors and executive officers of the Company, and beneficial owners that own 5% or more of its voting securities and their respective

affiliates, beneficially own, in the aggregate, approximately 75% of the Company’s outstanding Common Stock.

Though the ownership

percentage will be diluted if and to the extent the Company sells Common Stock, a small number of stockholders will still have a significant

concentration of ownership and this may have a negative impact on the trading price for the Common Stock because investors often perceive

disadvantages in owning stock in companies with controlling stockholders.

In addition, these stockholders will be able to exercise influence

over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as

a merger or other sale of the Company or its assets.

This concentration of ownership could limit stockholders’ ability to influence

corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation, or other

business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even

if that Change in Control would benefit the other stockholders.

may be exercised for Common Stock, which would increase the number of shares eligible for future resale in the public market and result

in further dilution to our stockholders.

warrants to purchase Common Stock may be exercised by the holders of those warrants.

To the extent such warrants are exercised, additional

shares of Common Stock will be issued, which will result in further dilution to the holders of shares of Common Stock and increase the

number of shares of Common Stock eligible for resale in the public market.

Sales of substantial numbers of such shares in the public

market or the fact that such warrants may be exercised could adversely affect the market price of shares of Common Stock.

the Company’s operating and financial performance in any given period does not meet the guidance provided to the public or the

expectations of investment analysts, the market price of the Common Stock may decline.

may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods.

Any such guidance

will consist of forward-looking statements, subject to the risks and uncertainties described in this annual report and in our other public

filings and public statements.

The ability to provide this public guidance, and the ability to accurately forecast our results of operations,

could be negatively impacted by macroeconomic uncertainty and the current conflicts in Ukraine and the Middle East.

Our actual results

may not always be in line with or exceed any guidance we have provided, especially in times of unfavorable or uncertain economic and

market conditions, such as the current global economic uncertainty being experienced and the current inflationary environment in the

United States.

If, in the future, our operating or financial results for a particular period do not meet any guidance provided or the

expectations of investment analysts, or if we reduce our guidance for future periods, the market price of the Common Stock may decline

Even if we do issue public guidance, there can be no assurance that we will continue to do so in the future.

securities or industry analysts do not publish research or reports about the Company’s business or publish negative reports, the

market price of the Common Stock could decline.

trading market for the Common Stock will be influenced by the research and reports that industry or securities analysts publish about

us and our business.

If regular publication of research reports ceases, we could lose visibility in the financial markets, which in turn

could cause the market price or trading volume of the Common Stock to decline.

Moreover, if one or more of the analysts who cover us

downgrade the Common Stock or if reporting results do not meet their expectations, the market price of the Common Stock could decline.

may issue additional shares of the Common Stock (including upon the exercise of warrants), which would increase the number of shares

of Common Stock eligible for future resale in the public market and result in dilution to the Company stockholders.

warrants to purchase Common Stock may be exercised by the holders of those warrants.

There is no guarantee that the warrants will ever

be in the money prior to their expiration, and, as such, the warrants may expire worthless.

issuance of additional shares of Common Stock as a result of any of the aforementioned transactions may result in dilution to the then-existing

holders of Common Stock and increase the number of shares eligible for resale in the public market.

Sales of substantial numbers of such

shares in the public market could adversely affect the market price of the Common Stock.

We cannot predict the ultimate value of the

Sales of substantial numbers of shares issued upon the exercise of the warrants in the public market or the potential that

such warrants may be exercised could also adversely affect the market price of the Common Stock.

sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

of a substantial number of shares of our Common Stock in the public market could occur at any time.

If our stockholders sell, or the

market perceives that our stockholders intend to sell, substantial amounts of our Common Stock in the public market, the market price

of our Common Stock could decline significantly.

cannot predict what effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the

market price of our Common Stock.

However, future sales of substantial amounts of our Common Stock in the public market, including shares

issued upon exercise of outstanding options or vesting and settlement of outstanding restricted stock units, or the perception that such

sales may occur, could adversely affect the market price of our Common Stock.

also expect that significant additional capital will be needed in the future to continue our planned operations.

To raise capital, we

may sell Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine

from time to time.

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could

reduce the market price of our Common Stock.

Company may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership

interests and may depress the market price of the Common Stock.

to the Stardust Power 2024 Equity Plan, we may issue an aggregate of up to the number of shares equal to ten percent (10%) of Common

Stock issued and outstanding at Closing, which amount will be subject to increase from time to time.

We may also issue additional shares

of Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, potential financings,

future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

equity shareholders’ proportionate ownership interest in the Company will decrease;

rights of holders of Common Stock will be subordinated if preferred stock is issued with

rights senior to those afforded Common Stock;

Company’s “controlled company” status will be impacted;

equity shareholders’ proportionate ownership interest in the Company will decrease.

Company is a “controlled company” within the meaning of Nasdaq rules and, as a result, qualifies for exemptions from certain

corporate governance requirements.

You may not have the same protections afforded to stockholders of companies that are not exempt from

such corporate governance requirements.

at December 31, 2024, Roshan Pujari, had voting power over approximately 61% of the aggregate voting power of the issued and outstanding

shares of Common Stock of the Company.

As a result, the Company is considered a “controlled company” within the meaning of

Nasdaq corporate governance standards.

Under Nasdaq rules, a controlled company may elect not to comply with certain Nasdaq corporate

governance requirements, including the requirements that:

majority of the board consist of independent directors under Nasdaq rules;

nominating and governance committee be composed entirely of independent directors with a

written charter addressing the committee’s purpose and responsibilities;

compensation committee be composed entirely of independent directors with a written charter

addressing the committee’s purpose and responsibilities.

requirements will not apply to the Company as long as the Company remains a controlled company.

The Company may utilize some or all of

these exemptions.

Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of

the corporate governance requirements of Nasdaq.

the Company ceases to be a “controlled company” and its shares continue to be listed on the Nasdaq, it will be required to

comply with these standards, subject to a permitted “phase-in” period.

These and any other actions necessary to achieve compliance

with such rules may increase the Company’s legal and administrative costs, will make some activities more difficult, time-consuming

and costly and may also place additional strain on the Company’s personnel, systems and resources.

Company is a holding company and its only material assets are its interest in its subsidiaries, and it is accordingly dependent upon

distributions made by its subsidiaries to pay taxes and pay dividends.

Company is a holding company with no material assets other than the equity interests in our direct and indirect subsidiaries.

we have no independent means of generating revenue or cash flow and our ability to pay taxes and pay dividends will depend on the financial

results and cash flows of our subsidiaries and the distributions we receive from our subsidiaries.

Deterioration in the financial condition,

earnings or cash flow of our subsidiaries for any reason could limit or impair such subsidiaries’ ability to pay such distributions.

Additionally, if we need funds and our subsidiaries are restricted from making such distributions under applicable law or regulation

or under the terms of any financing arrangements, or our subsidiaries are otherwise unable to provide such funds, our liquidity and financial

condition could be adversely affected.

on Common Stock, if any, will be paid at the discretion of the Board, which will consider, among other things, our Company’s business,

operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations

on its ability to pay such dividends.

Financing arrangements may include restrictive covenants that restrict our ability to pay dividends

or make other distributions to our stockholders.

In addition, entities are generally prohibited under relevant law from making a distribution

to a stockholder to the extent that, at the time of the distribution, after giving effect to the distribution, the liabilities of such

entity (subject to certain exceptions) exceed the fair value of its assets.

If our subsidiaries do not have sufficient funds to make

distributions, our ability to declare and pay cash dividends may also be restricted or impaired.

Stardust Power and its subsidiaries

would be restricted from making distributions or advances to us under its existing credit facilities or other financing arrangements.

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