What changed in this filing

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Item 1A. Risk Factors

2022-03-31 compared with 2021-03-31 · 809 added, 1875 removed, 7 unchanged (100% of the section changed)

Risk Factors.

An investment in our securities involves a

high degree of risk.

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

this Annual Report on Form 10-K, the prospectus associated with our initial public offering and the Registration Statement, 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.

Risks Relating to our Search for, and Consummation

of or Inability to Consummate, a Business Combination

We are a blank check company with no operating

history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company

incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding

through the Public Offering.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our

business objective of completing our initial business combination.

We have no plans, arrangements or understandings with any prospective

target business concerning 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.

Our public shareholders may not be afforded

an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate

in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support

such a combination.

We may choose not to hold

a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under

applicable law or stock exchange listing requirements.

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

proposed 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.

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

participate in the vote on such approval.

Accordingly, we may complete our initial business combination even if holders of a majority

of our ordinary shares do not approve of the business combination we complete.

If we seek shareholder approval of our initial

business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination,

regardless of how our public shareholders vote.

Our initial shareholders

own 20% of our issued and outstanding ordinary shares immediately following the completion of the Public Offering.

Our initial shareholders

and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination.

and restated memorandum and articles of association provides that, if we seek shareholder approval of an initial business combination,

such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative

vote of a majority of the shareholders who attend and vote at a general meeting of the company, including the Founder Shares.

in addition to our initial shareholders’

Founder Shares, we would need 9,000,001, or 37.5%, of the 24,000,000 public shares sold

in the Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved

(assuming all outstanding shares are voted and the over-allotment option is not exercised).

Accordingly, if we seek shareholder approval

of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business

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

initial business combination.

Your only opportunity to effect your investment

decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of your investment

in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination.

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 vote.

Accordingly, your only opportunity to

effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within

the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders

in which we describe our initial business combination.

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.

We may seek to enter into

a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target

or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other

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.

Furthermore, in no event will we redeem our public shares in

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

Consequently, if accepting all properly submitted redemption

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

above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business

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

The 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.

At the time we enter into

an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore

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

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, we will need to reserve a portion of the cash in the Trust Account to meet such

requirements, or arrange for third party financing.

In addition, if a larger

number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater

portion of the cash in the Trust Account or arrange for third party financing.

Raising additional third party financing may involve dilutive

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

Furthermore, this dilution would increase to the extent

that the anti-dilution provision of the Class B ordinary shares results 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.

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 commission and after such redemptions, the amount held in trust will

continue to reflect our obligation to pay the entire deferred underwriting commissions.

The above considerations may limit our ability

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

The ability of our public shareholders to

exercise redemption rights with respect to a large number of our 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.

If our initial business combination

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

of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

If our initial business

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

If you are in need of immediate liquidity, you could attempt to sell your 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 your exercise of redemption rights until we liquidate or you

are able to sell your shares in the open market.

The requirement that we complete our initial

business combination by January 11, 2023 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.

Any potential target business

with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination

by January 11, 2023.

Consequently, such target business 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 timeframe described above.

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.

Our search for a business combination, and

any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus

(COVID-19) outbreak and the status of debt and equity markets.

Since it was first reported

to have emerged in December 2019, a novel strain of coronavirus, which causes COVID-19, has spread across the world, including the

United States.

On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public

Health Emergency of International Concern.”

On January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

Azar II declared

a public health emergency for the United States to aid the U.S.

healthcare community in responding to COVID-19, and on March 11,

2020 the World Health Organization characterized the outbreak as a “pandemic.”

The COVID-19 outbreak has resulted in, and

a significant outbreak of other infectious diseases could result in, a widespread health crisis adversely affecting the economies and

financial markets worldwide, potentially including the business of any potential target business with which we intend to consummate a

business combination.

Furthermore, we may be unable to complete a business combination at all if concerns relating to COVID-19 continue

to restrict travel, limit the ability to have meetings with potential investors or make it impossible or impractical to negotiate and

consummate a transaction with the target company’s personnel, vendors and services providers in a timely manner, if at all.

extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19

or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period

of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate

a business combination, may be materially adversely affected.

In addition, our ability

to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other

events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on

terms acceptable to us or at all.

We may not be able to complete our initial

business combination by January 11, 2023, in which case we would cease all operations except for the purpose of winding up and we

would redeem our public shares and liquidate.

We may not be able to find

a suitable target business and complete our initial business combination by January 11, 2023.

Our ability to complete our initial

business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other

risks described herein.

For example, the outbreak of COVID-19 continues to grow both in the U.S.

and globally and, while the extent of

the impact on us of the COVID-19 outbreak will depend on future developments, it could limit our ability to complete our initial business

combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable

on terms acceptable to us or at all.

Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire.

we have not completed our initial business combination within such time period, we will:

(i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public

shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

(which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then

issued and 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 each case to our

obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable

If we seek shareholder approval of our initial

business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares

or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”

of our Class A ordinary shares.

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately

negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although

they are under no obligation to do so.

There is no limit on the number of shares our initial shareholders, directors, officers, advisors

or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules.

However, they have no

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

None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.

Such purchases may include

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

thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor,

directors, 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 purchases of shares could be to vote such shares in favor of the business combination and thereby

increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement

with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination,

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

The purpose of any such purchases of public warrants could be to reduce

the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection

with our initial business combination.

Any such purchases of our securities may result in the completion of our initial business combination

that may not otherwise have been possible.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the

Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases

are made, the public “float”

of our Class A ordinary shares or public warrants and the number of beneficial holders of

our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities

on a national securities exchange.

If a shareholder fails to receive notice

of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for

submitting or tendering its shares, such shares may not be redeemed.

We will comply with the proxy

rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination.

our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such

shareholder may not become aware of the opportunity to redeem its shares.

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

that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures

that must be complied with in order to validly tender or submit public shares for redemption.

For example, we intend to require our public

shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

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

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

In the case of proxy

materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.

In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption

of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote

in which the name of the beneficial owner of such shares is included.

In the event that a shareholder fails to comply with these or any

other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

You will not be entitled to protections

normally afforded to investors of many other blank check companies.

Since the net proceeds of

the Public Offering and the Private Placement are intended to be used to complete an initial business combination with a target business

that has not been selected, we may be deemed to be a “blank check”

company under the United States securities laws.

because we have net tangible assets in excess of $5,000,000 and have filed a Current Report on Form 8-K, including an audited balance

sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such

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

Among other things, this means

that we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419.

if the Public Offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in

the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial

business combination.

If we seek shareholder approval of our initial

business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”

of 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.

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our amended and restated memorandum and articles of association provides 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”

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

of 15% of the shares sold in the Public Offering without our prior, which we refer to as the “Excess Shares.”

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.

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.

Because of our limited resources and the

significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.

If we have not completed our initial business combination, our public shareholders may receive only their pro rata portion of the

funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

We expect to encounter competition

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

other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,

acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess similar or greater

technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively

limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially

acquire with the net proceeds of the Public Offering and the Private Placement, 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 offer.

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

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

we have not completed our initial business combination, our public shareholders may receive only their pro rata portion of the funds

in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

If the net proceeds of the Public Offering

and Private Placement not being held in the Trust Account are insufficient to allow us to operate for at least until January 11,

2023, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination,

and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination.

Of the net proceeds of the

Public Offering, only $1,000,000 will be available to us initially outside the Trust Account to fund our working capital requirements.

We believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate for at least until January 1,

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

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

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

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

payment or to fund a “no-shop”

provision (a provision in letters of intent or merger agreements designed to keep target businesses

from “shopping”

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

with respect to a particular proposed business combination, although we do not have any current intention to do so.

If we entered into

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

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

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

In the event that the Public

Offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the Trust Account.

In such case,

the amount of funds we intend to be held outside the Trust Account would decrease by a corresponding amount.

The amount held in the Trust

Account will not be impacted as a result of such increase or decrease.

Conversely, in the event that the Public Offering expenses are

less than our estimate of $1,000,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding

If we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third

parties to operate or may be forced to liquidate.

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

any obligation to advance funds to us in such circumstances.

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

Account or from funds released to us upon completion of our initial business combination.

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

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

warrants 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 or an affiliate of our Sponsor as we do not believe third parties will be willing

to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

If we have not completed

our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the Trust Account.

Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption

of our public shares, and our warrants will expire worthless.

If third parties bring claims against us,

the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than

$10.00 per share.

Our placing of funds in the

Trust Account may not protect those funds from third party claims against us.

Although we 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 consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with

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

circumstances.

WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the Public Offering will

not execute agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances

where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute

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

In addition, there is no guarantee

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

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

Upon redemption of our public shares, if we

have not completed our initial business combination within the prescribed timeframe, 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 10 years following redemption.

Accordingly, the per-share redemption amount received by public shareholders

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

Pursuant to the letter

agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered

or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or

other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00

per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability

will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies

held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters

of the Public Offering against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor

to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy

its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company.

Therefore, we cannot assure

you that our Sponsor would be able to satisfy those obligations.

As a result, if any such

claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could

be reduced to less than $10.00 per public share.

In such event, we may not be able to complete our initial business combination, and you

would receive such lesser amount per share in connection with any redemption of your public shares.

None of our officers or directors

will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce

the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution

to our public shareholders.

In the event that the proceeds

in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in

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

of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy his obligations or that he

has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action

against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal

action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors

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

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

the independent directors determine that a favorable outcome is not likely.

If our independent directors choose not to enforce these indemnification

obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.00

We may not have sufficient funds to satisfy

indemnification claims of our directors and officers.

We have agreed to indemnify

our officers and directors to the fullest extent permitted by law.

However, our officers and directors have agreed to waive any right,

title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any

reason whatsoever.

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.

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

The securities in which we invest the proceeds

held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes

or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00

The net proceeds of the Public

Offering and certain proceeds from the sale of the private placement warrants are held in the Trust Account.

The proceeds held in the

Trust Account may only be invested in direct U.S.

government treasury obligations with a maturity of 185 days or less or in money

market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

treasury obligations.

While short-term U.S.

treasury obligations currently yield a positive rate of interest, they have briefly yielded

negative interest rates in recent years.

Central banks in Europe and Japan pursued interest rates below zero in recent years,

and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies

in the United States.

In the event of very low or negative yields, the amount of interest income (which interest shall be net of taxes

payable and up to $100,000 of interest to pay dissolution expenses) would be reduced.

In the event that we are unable to complete our

initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account,

plus any interest income.

If the balance of the Trust Account is reduced below $200,000,000 as a result of negative interest rates, the

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

If, after we distribute the proceeds in

the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us

that is not dismissed, a bankruptcy 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

If, after we distribute the

proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed

against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy

laws as either a “preferential transfer”

or a “fraudulent conveyance.”

As a result, a bankruptcy court could seek

to recover some or all amounts received by our shareholders.

In addition, our board of directors may be viewed as having breached its

fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying

public shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in

the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us

that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share

amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the

proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed

against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included

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

To the extent any

bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with

our liquidation may be reduced.

If we are deemed to be an investment company

under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,

which may make it difficult for us to complete our initial business combination.

If we are deemed to be an

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

restrictions on the nature of our investments;

restrictions on the issuance of securities,

each of which may make it difficult for us to complete our initial business combination.

we may have imposed upon us burdensome requirements, including:

registration as an investment company;

adoption of a specific form of corporate structure;

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated

as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged

primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting,

owning, holding or trading “investment securities”

constituting more than 40% of our assets (exclusive of U.S.

securities and cash items) on an unconsolidated basis.

Our business is 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 investor.

We do not believe that our

principal activities subject us to the Investment Company Act.

To this end, 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 which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement, the trustee is not permitted

to invest in other securities or assets.

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

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

bank or private equity fund), we intend to avoid being deemed an “investment company”

within the meaning of the Investment

The Public Offering is not intended for persons who are seeking a return on investments in government securities or investment

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 submitted in connection with a shareholder

vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation

to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our

initial business combination by January 11, 2023 or (B) with respect to any other provisions relating to shareholders’

rights or pre-initial business combination activity;

or (iii) absent an initial business combination by January 11, 2023, our

return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares.

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 completed our initial business combination,

our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution

to public shareholders, and our warrants will expire worthless.

Changes in laws or regulations, or a failure

to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial

business combination, and results of operations.

We are subject to laws and

regulations enacted by national, regional and local governments.

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

requirements.

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

and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse

effect on our business, investments and results of operations.

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 are unable to consummate our initial

business combination by January 11, 2023, our public shareholders may be forced to wait beyond January 11, 2023 before redemption

from our Trust Account.

If we are unable to consummate

our initial business combination by January 11, 2023, the proceeds then on deposit in the Trust Account, including interest (which

interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption

of our public shares, as further described herein.

Any redemption of public shareholders from the Trust Account will be effected automatically

by function of our amended and restated memorandum and articles of association prior to any voluntary winding up.

If we are required to

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

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

In that case,

investors may be forced to wait beyond January 11, 2023 before the redemption proceeds of our Trust Account become available to them,

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

We have no obligation to return funds

to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and

only then in cases where investors have sought to redeem their Class A ordinary shares.

Only upon our redemption or any liquidation

will public shareholders be entitled to distributions if we have not completed our initial business combination.

Our shareholders may be held liable for

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

If we are forced to enter

into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that

immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course

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.

assure you that claims will not be brought against us for these reasons.

We and our directors and officers who knowingly and willfully

authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall

due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68 and to imprisonment for

five years in the Cayman Islands.

We may not hold an annual general meeting

until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors.

In accordance with NYSE corporate

governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following

our listing on the NYSE.

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

Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to elect directors and to

discuss company affairs with management.

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

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

In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the election of

directors until after the consummation of our initial business combination.

Because we are neither limited to evaluating

a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business

combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

Our efforts to identify a

prospective initial business combination target will not be limited to a particular industry, sector or geographic region.

pursue an initial business combination opportunity in any industry or sector, we intend to focus on a target in an industry where we believe

our management team’s expertise and experience will provide us with a competitive advantage.

Our amended and restated memorandum

and articles of association prohibits us from effectuating a business combination with another blank check company or similar company

with nominal operations.

Because we have not yet selected or approached any specific target business with respect to a business combination,

there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations,

cash flows, liquidity, financial condition or prospects.

To the extent we complete our initial business combination, we may be affected

by numerous risks inherent in the business operations with which we combine.

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 target.

Accordingly, any shareholders who choose to remain shareholders following the business

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

Such shareholders are unlikely to have a remedy for such reduction

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

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

solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement

or material omission.

Past performance by our management team

and their affiliates, including investments and transactions in which they have participated and businesses with which they have been

associated, may not be indicative of future performance of an investment in the Company.

Information regarding our

management team and their affiliates, including investments and transactions in which they have participated and businesses with which

they have been associated, is presented for informational purposes only.

Any past experience and performance by our management team and

their affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify

a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of

any results with respect to any initial business combination we may consummate.

You should not rely on the historical experiences of our

management team and their affiliates, including investments and transactions in which they have participated and businesses with which

they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by

each of the members of our management team or their affiliates.

The market price of our securities may be influenced by numerous factors,

many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

We may seek business combination opportunities

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

We will consider a business

combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine

that such candidate offers an attractive business combination opportunity for our company.

Although our management will endeavor to evaluate

the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess

all of the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately prove to be less

favorable to investors than a direct investment, if an opportunity were available, in a business combination candidate.

In the event we

elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may

not be directly applicable to its evaluation or operation, and the information contained in this Annual Report on Form 10-K regarding

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

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

Accordingly, any shareholders

who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares.

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

Although we have identified general criteria

and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination

with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial

business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified

general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter

into our initial business combination will not have all of these positive attributes.

If we complete our initial business combination

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

that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target

that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may

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

amount of cash.

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

for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the

target business does not meet our general criteria and guidelines.

If we have not completed our initial business combination, our public

shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public

shareholders, and our warrants will expire worthless.

We are not required to obtain an opinion

from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an

independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

Unless we complete our initial

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

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

investment banking firm which is a member of FINRA or from a valuation or appraisal firm 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 materials or tender offer documents, as applicable, related to our initial business combination.

Resources could be wasted in researching

business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge

with another business.

If we have not completed our initial business combination, our public shareholders may only receive their pro rata

portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

We anticipate that the investigation

of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments

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

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, 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.

have not completed our initial business combination, our public shareholders may only receive their pro rata portion of the funds

in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

We may engage in a business combination

with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors

or existing holders which may raise potential conflicts of interest.

In light of the involvement

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

officers, directors or existing holders.

Our directors also serve as officers and board members for other entities.

Such entities may

compete with us for business combination opportunities.

Our Sponsor, officers and directors are not currently aware of any specific opportunities

for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive

discussions concerning a business combination with any such entity or entities.

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 for a business combination and such transaction was approved by a majority of our independent and disinterested directors.

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

firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international

businesses affiliated with our Sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and,

as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts

Since our Sponsor, officers and directors

will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares

they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for

our initial business combination.

Additionally, since our initial shareholders only paid approximately $0.004 per founder share, our officers

and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.

On July 22, 2020, our

Sponsor paid an aggregate of $25,000 for certain expenses on our behalf in exchange for issuance of 8,625,000 Founder Shares, or approximately

$0.004 per share.

On December 16, 2020, our Sponsor surrendered 2,875,000 Founder Shares to us for cancellation for no consideration.

On January 6, 2021, we effected a share capitalization of 1,150,000 shares, resulting in a total of 6,900,000 Founder Shares

Prior to the initial investment in the company of $25,000 by the Sponsor, the company had no assets, tangible or intangible.

The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the company by the number of Founder

Shares issued.

The number of Founder Shares outstanding was determined based on the total size of the Public Offering was 27,600,000 units,

and therefore that such Founder Shares would represent 20% of the outstanding shares after the Public Offering.

The Founder Shares will

be worthless if we do not complete an initial business combination.

In addition, our initial shareholders purchased an aggregate of 5,013,333

warrants for an aggregate purchase price of $7,520,000, or $1.50 per warrant.

The private placement warrants will also be worthless if

we do not complete our initial business combination.

The personal and financial interests of our officers and directors may influence

their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing

the operation of the business following the initial business combination.

This risk may become more acute as the 24-month anniversary

of the Public Offering nears, which is the deadline for our completion of an initial business combination.

Additionally, since our initial

shareholders only paid approximately $0.004 per founder share, our officers and directors could potentially make a substantial profit

even if we acquire a target business that subsequently declines in value and is unprofitable for public investors.

We may only be able to complete one business

combination with the proceeds of the Public Offering and Private Placement, which will cause us to be solely dependent on a single business

which may have a limited number of products or services.

This lack of diversification may negatively impact our operations and profitability.

The net proceeds from the

Public Offering and Private Placement provided us $273,860,000 that we may use to complete our initial business combination (after taking

into account the $9,660,000 of deferred underwriting commissions being held in the Trust Account).

We may effectuate our initial

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

we may not be able to effectuate our initial business combination with more than one target business because of various factors, including

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

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

By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic,

competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading

of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different

industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

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

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

This lack of diversification

may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon

the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete

business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and

give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously

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

business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay

our ability, to complete our initial business combination.

With multiple business combinations, we could also face additional risks, including

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

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

in a single operating business.

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

of operations.

We 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.

In pursuing our business

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

Very little public information

generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business

combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as

we suspected, if at all.

We do not have a specified maximum redemption

The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which

a substantial majority of our shareholders do not agree.

Our amended and restated

memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net

tangible assets to be less than $5,000,001.

In addition, our proposed initial business combination may impose a minimum cash requirement

for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate

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

As a result, we may be able to complete our initial business

combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares

or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial

business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our

Sponsor, officers, directors, advisors or any of their affiliates.

In the event the aggregate cash consideration we would be required

to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions

pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the

business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof,

and we instead may search for an alternate business combination.

In order to effectuate an initial business

combination, special purpose acquisition 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.

In order to effectuate a

business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and

governing instruments, including their warrant agreements.

For example, special purpose acquisition companies have amended the definition

of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with

respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities.

Amending our amended and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which

requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the

company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect

to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private

placement warrants, 50% of the then outstanding private placement warrants.

In addition, our amended and restated memorandum and articles

of association requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose

an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation

to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an

initial business combination by January 11, 2023 or (B) with respect to any other provisions relating to shareholders’

rights or pre-initial business combination activity.

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

nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the

affected securities.

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

an initial business combination in order to effectuate our initial business combination.

The provisions of our amended and restated

memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement

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

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

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

purpose acquisition companies.

It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association

to facilitate the completion of an initial business combination that some of our shareholders may not support.

Our amended and restated

memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the

requirement to deposit proceeds of the Public Offering and Private Placement 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, under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds of the shareholders

who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of

funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares.

Our initial shareholders, who will collectively

beneficially own 20% of our ordinary shares upon the closing of the Public Off (assuming they do not purchase any units in the Public

Offering), 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 special

purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree.

Our shareholders

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

Our Sponsor, officers, directors

and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and

restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection

with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by

January 11, 2023 or (B) with respect to any other provisions relating to shareholders’

rights or pre-initial business

combination activity, 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 (which interest shall be net of taxes payable), divided by the number of then issued and 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, officers or directors for any breach of these agreements.

As a result, in the event of a breach,

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

We may be unable to obtain additional financing

to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure

or abandon a particular business combination.

We have not selected any

specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with

the net proceeds of the Public Offering and the sale of the private placement warrants.

As a result, if the cash portion of the purchase

price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemption by public shareholders, we

may be required to seek additional financing to complete such proposed initial business combination.

We cannot assure you that such financing

will be available on acceptable terms, if at all.

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

our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination

and seek an alternative target business candidate.

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

of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction

businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund

the purchase of other companies.

If we have not completed our initial business combination, our public shareholders may only receive their

pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our warrants will

expire worthless.

In addition, even if we do not need additional financing to complete our initial business combination, we may require

such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material

adverse effect on the continued development or growth of the target business.

None of our officers, directors or shareholders is required

to provide any financing to us in connection with or after our initial business combination.

Because we must furnish our shareholders

with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination

with some prospective target businesses.

The federal proxy rules require

that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement

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 (“GAAP”) or international financial reporting

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

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

States) (“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 financial statements in time for us to disclose such statements in accordance with

federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley

Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,

and increase the time and costs of completing an initial business combination.

Section 404 of the

Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on

Form 10-K for the year ending December 31, 2021.

Only in the event we are deemed to be a large accelerated filer or an

accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent

registered public accounting firm attestation requirement on our internal control over financial reporting.

Further, for as long as

we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm

attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes

compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies

because a target business with which we seek to complete our initial business combination may not be in compliance with the

provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any

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

business combination.

Risks Relating to our Securities

You will not have any rights or interests

in funds from the Trust Account, except under certain limited circumstances.

Therefore, to liquidate your investment, you may be forced

to sell your public shares or warrants, potentially at a loss.

Our public shareholders will

be entitled to receive funds from the Trust Account only upon the earliest to occur of:

(i) our completion of an initial business

combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject

to the limitations and on the conditions described herein, (ii) the redemption of any public shares properly submitted in connection

with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing

of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we

do not complete our initial business combination by January 11, 2023 or (B) with respect to any other provisions relating to

shareholders’

rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we have

not completed an initial business combination by January 11, 2023, subject to applicable law and as further described herein.

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.

NYSE may delist our securities from trading

on its exchange, which could limit investors’

ability to make transactions in our securities and subject us to additional trading

restrictions.

Our securities are listed

Although we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the NYSE listing

standards, we cannot assure you that our securities will be, or will continue to be, listed on the NYSE in the future or prior to our

initial business combination.

In order to continue listing our securities on the NYSE prior to our initial business combination, we must

maintain certain financial, distribution and share price levels.

Generally, following our Public Offering, we must maintain a minimum

amount in Shareholders’

equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders).

Additionally, in connection with our Public Offering, we are required to demonstrate compliance with NYSE’s initial listing requirements,

which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities

For instance, our share price would generally be required to be at least $4.00 per share and our Shareholders’

would generally be required to be at least $5.0 million.

We cannot assure you that we will be able to meet those initial listing

requirements at that time.

If NYSE 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.

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation.

The risks described below are not the only risks we face.

Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation.

Our business could be harmed by any of these risks.

The risk factors described below should be read together with the other information set forth in this Annual Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC.

Risks Relating to SES’s Business and Industry

Risks Relating to our Business Plan

We have a history of no revenues and of net losses, and expect to continue to incur losses for the foreseeable future.

While we expect to become profitable eventually, our projections are based on internal assumptions that may prove incorrect, and we may never achieve or maintain profitability.

We incurred net losses of approximately $13.9 million for the year ended December 31, 2020 and $31.3 million for the year ended December 31, 2021, and had an accumulated deficit of approximately $63.0 million from our inception through December 31, 2020 and $94.3 million from our inception through December 31, 2021.

As discussed in “ Business

- Our Technology

,” to date, we have only validated capabilities of our Li-Metal

battery cell technology and have not produced Li-Metal batteries

As a result, we have yet to generate any revenue from our business operations, and since inception, we have not achieved profitable operations or positive cash flows from our operations.

Our plan is to effect the production at scale and commercialization of our battery technology in three phases, each involving manufacturing capacity with higher output (under current plans, more than 100 GWh), over multiple years (under current plans, through 2028).

Under this growth plan, we believe that we will continue to incur operating and net losses each quarter until at least 2026, the year following the one in which we expect to begin generating revenue as part of our Expansion I Facility becomes operational at 10 GWh of capability.

For more information, see “ Business—Our Growth Strategy

.” This plan and the related revenue and other financial projections reflect current estimates of future performance, based on certain financial and operational assumptions.

Given our limited operating history, there can be no assurance that the actual results will be in line with our expectations.

As discussed in other risk factors in this section, factors that could impact the timing and levels of our profitability include, but are not limited to:

the level of demand for our products;

the performance of our products;

the projected supply materials for our products;

a reduction in the cost of Li-ion;

selling prices of EVs and our products;

projected production capacities of our facilities;

our collaboration with OEMs;

the projected gross margin achievable upon sale of our products;

and the extent to which growth of EV markets and continued shift in consumer preference will conform with projections.

Additionally, we expect the rate at which we will incur losses to be significantly higher in future periods as we, among other things, continue to incur significant expenses in connection with the design, development and manufacturing of our batteries, including any significant unplanned or accelerated expenses and new strategic investments expand our research and development activities;

invest in manufacturing capabilities;

build up inventories of components for our batteries;

invest in supply chain;

increase our sales and marketing activities;

develop our distribution infrastructure;

and increase our general and administrative functions to support our growing operations.

We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses, thus affecting the value of your investment.

We will need substantial additional capital in the future to fund our business, and may be unable to meet our future capital requirements, impairing our financial position and results of operations.

The development, design, manufacture and sale of batteries is a capital-intensive business.

We expect to require financing to sustain substantial operating expenses, without generating sufficient revenues, to cover expenditures for a number of years.

We plan to finance our operations with a combination of proceeds from the Business Combination, capital from investors, and if required, loans from financial institutions, as well as anticipated future revenue from product sales.

Our ability to successfully develop our products, commence commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity and/or debt financing and, over time, our ability to generate positive cash flows from operations.

We believe that our cash on hand will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months, and also sufficient to fund our operations and our construction of our Pilot Facility and the majority of our Expansion I Facility.

However, additional funding may be required for a variety of reasons.

Over time, we expect that we will need to raise additional funds through a variety of possible methods, including, but not limited to, entry into joint ventures or other strategic arrangements, the issuance of equity, equity-related or debt securities or receipt of credit from financial institutions.

These funds are expected to finance our principal sources of liquidity, ongoing costs such as research and development relating to our batteries and the construction of manufacturing facilities, including the creation of the remainder of our Expansion I Facility and all of our Expansion II Facility.

For more information, see “ Business—Our Growth Strategy.

” We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to stockholders.

We may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects.

Furthermore, the cost of debt could be higher than anticipated, which could negatively affect our earnings.

technology is untested in actual EVs, and may ultimately prove unworkable.

To our knowledge, our Li-Metal

battery cells are the only Li-Metal

cells with published performance and safety test results from tests conducted by third-party testing facilities.

The results of these tests show that our multi-layer cells meet or exceed the preliminary OEM target requirements for energy density, low temperature discharge, room temperature fast charge and discharge, cycle life and safety.

Additionally, Li-Metal

is widely considered and accepted as the EV battery technology capable of achieving the highest energy density.

However, we have not produced Li-Metal

batteries for use by an actual EV, and no one has successfully demonstrated use of high energy density Li-Metal batteries

Our Li-Metal battery

cell technology may prove unworkable when used in actual EVs, which would substantially undercut our business, operating results, financial condition and prospects, and could effectively eliminate the value of your investment.

If our batteries fail to perform as expected, our ability to develop, market and sell our batteries could be harmed.

Once commercial production of our Li-Metal battery

technology commences, our batteries may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls, and design changes.

Our battery cells are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced.

For more information, see “ Business—Our Technology.

” Due to our limited operating history, we have a restricted frame of reference from which to evaluate the long-term performance of our Li-Metal batteries.

There can be no assurance that we will be able to detect and fix any defects in our batteries prior to the sale to potential consumers.

If our batteries fail to perform as expected, we could lose design wins and customers may delay deliveries, terminate further orders or initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, operating results and prospects.

We are unable to predict user behavior when driving EVs with Li-Metal technology.

While conventional Li-ion battery

technology has been tested in many applications for several decades, Li-Metal is

completely new.

Even if we work with OEMs to thoroughly test Li-Metal cells

using pre-determined conditions,

there is no guarantee that users in the field will not drive outside of recommended driving conditions and unintentionally abuse the batteries.

In such events, performance and safety may be compromised, thus having a materially negative impact on our business, financial condition, operating results and prospects.

Delays in the pre-manufacturing development

of our battery cells could adversely affect our business and prospects.

We have entered into JDAs with GM, Hyundai and Honda to jointly develop A-Sample Li-Metal batteries,

with the expectation that such development will culminate in the widespread use of our technology in future EVs with these major OEMs, and eventually with other large OEMs.

For more information, see “ Business—Our Partnerships

.” However, as we are still in the developmental stages with each of GM, Hyundai and Honda, we do not currently have existing arrangements to produce our Li-Metal cells

for their vehicles, and production-ready models of our batteries will not be available until sufficiently tested and approved for inclusion in future OEMs’ EVs.

Each time we produce a battery with a higher output, the product must undergo extensive pre-manufacturing development

Anything that delays the consistent development and testing of pre-manufacturing battery

cells samples at increasingly higher outputs, such as technology or engineering issues, could alter our prospects and adversely affect our business.

We may not be able to engage target OEM customers successfully and to convert such contacts into meaningful orders in the future.

Our success, and our ability to increase revenue and operate profitably, depends in part on our ability to identify OEM target customers and convert such contacts into meaningful orders or expand on current customer relationships.

In some cases, our battery cells may be delivered to certain customers on a sampling basis, where they have the ability to evaluate whether our products meet their performance requirements before committing to joint development and meaningful orders.

Our ongoing success depends on whether our target customers are willing to begin and continue using our battery technology, as well as whether their product lines continue to incorporate our products.

Thus, our efforts to expand our manufacturing and sales to GM, Hyundai and Honda (with whom we have JDAs) or to other OEMs may not be successful, and may never result in products that achieve market acceptance, create additional revenue or become profitable, thus harming our financial results and prospects.

Our research and development efforts strive to create products that are on the cutting edge of technology and meeting the evolving requirements of our customers, but competition in our industry is high.

To secure acceptance of our products, we must also constantly develop and introduce cost-effective, increasingly more scalable Li-Metal batteries

with enhanced functionality and performance to meet evolving industry standards.

If we are unable to retain target customers, or convert early trial deployments into meaningful orders, our business, financial condition, operating results and prospects could be materially adversely affected.

In addition, we may not receive adequate assistance from OEMs to commercialize our products successfully, which could impair our results of operations.

If we are unable to integrate our products into EVs manufactured by OEM customers, our results of operations could be impaired.

Our batteries will be composed of modules assembled from battery cells, which we produce and intend to manufacture at scale.

OEMs often require unique configurations or custom designs for batteries for their EVs.

Once we enter into contracts with OEMs to produce batteries for their EVs, we expect to tailor the design of our batteries specifically to the EVs that these OEM customers manufacture.

This development process requires not only substantial lead time between the commencement of design efforts for customized batteries and the commencement of volume shipments of the battery cells to the customer, but also the cooperation and assistance of the OEMs in order to determine the requirements for each specific application.

Technical problems may arise that affect the acceptance of our product by the OEMs.

If we are unable to design and develop products that meet the OEMs’ requirements, we may lose opportunities to obtain purchase orders, and our reputation and prospects may be damaged.

We may not be able to establish new, or maintain existing, supply relationships for necessary raw materials, components or equipment or may be required to pay costs for raw materials, components or equipment that are more expensive than anticipated, which could delay the introduction of our product and negatively impact our business.

Currently, we are in product development and our product design has yet to be finalized, so our volume demand is limited and we do not have long-term supply arrangements.

As volume demand grows, we expect to negotiate long-term supply contracts.

For our current product development needs, we source from third-party suppliers for raw materials, components and equipment necessary to develop and manufacture our Li-Metal battery

For more information, see “ Business—Our Suppliers

To the extent that, when our volume demand so requires, we are unable to enter into long-term agreements with our current or future suppliers on beneficial terms, or such suppliers experience difficulties ramping up their supply to meet our long-term requirements, we may need to seek alternative sources for necessary raw materials, components or equipment necessary to develop and manufacture our Li-Metal battery

cells, produce the raw materials or additional components in-house, or

redesign our proposed products to accommodate available substitutes or at reasonable cost.

To the extent that our suppliers experience any delays in providing or developing their products, we could also experience delays in delivering on our timelines.

Moreover, the price of purchased raw materials, components and equipment could fluctuate significantly due to circumstances beyond our control.

Substantial increases in prices would increase our operating costs and negatively impact our prospects.

Any disruption in supply could also temporarily disrupt future research and development activities or production of our batteries until an alternative supplier is able to meet our requirements.

Changes in business conditions, unforeseen circumstances and governmental changes, as well as other factors beyond our control or which we do not presently anticipate, could affect our suppliers’ ability to deliver raw materials, components or equipment to us on a timely basis.

For instance, we may be impacted by currency fluctuations, trade barriers, tariffs or shortages and other general economic or political conditions, such as the ongoing military conflict between Russia and Ukraine, which may limit our ability to obtain key raw materials or components for our Li-Metal

batteries or significantly increase freight charges and other costs and expenses associated with our business.

Any of the foregoing could materially and adversely affect our business, financial condition, operating results and prospects.

Our ability to manufacture our Li-Metal batteries

at scale depends on our ability to build, operate and staff our facilities successfully.

We expect to start building our Pilot Facility in 2022 in Shanghai and to build additional facilities in other countries to meet the expected demand for our products.

For more information, see “ Business—Our Growth Strategy

” and “ - Our Facilities

.” Because we expect to rely heavily on complex machinery, well-trained personnel and well-managed supply chain for our operations in these facilities, our production will involve a significant degree of uncertainty and risk in terms of operational performance and costs.

Our manufacturing facilities are expected to consist of large-scale machinery combining many components.

Such machinery will require us to make intensive capital expenditures prior to our ability to earn any revenues.

The manufacturing facility machinery may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed.

Additionally, unexpected malfunctions of the manufacturing facility equipment may significantly affect the intended operational efficiency, thus materially and adversely affecting our business, financial condition and operating results.

The production of our facilities will also require us to hire and train highly-skilled personnel to operate such facilities, including engineers, workers, and indirect laborers.

Recruiting and training such skilled staff will take significant cost and time, and an inability to do so timely or at all will inhibit the successful operation of these facilities, thus negatively affecting our business.

In addition, the manufacturing of our Li-Metal batteries

at our Pilot Facility and other facilities will require us to obtain various production licenses and permits, receive the necessary internal approvals from our customers regarding specifications and enter into agreements for the supply of raw materials, components and manufacturing tools and supplies.

If we do not complete such steps timely, our manufacturing timeline or output could be significantly delayed or inhibited.

Finally, the production of our Li-Metal batteries

at scale with our forecasted cost advantage, compared to conventional Li-ion cells,

will require us to achieve rates of throughput, use of electricity and consumables, yield, and rate of automation demonstrated for mature batteries and battery material.

As we have not produced Li-Metal batteries

at scale, our ability to achieve such rates is untested and subject to significant constraints and uncertainties.

Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, environmental hazards and remediation, costs associated with commissioning of machines, damages or defects in electronic systems, industrial accidents, fire and seismic activity and natural disasters, and problems with equipment vendors.

Should operational risks materialize, they may result in lower yield, which would negatively affect our revenue growth and profitability as projected.

Additionally, they could cause personal injury to or death of workers, the loss of manufacturing equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all of which could have a material adverse effect on our business, financial condition, operating results and prospects.

We have pursued and may continue to pursue JDAs and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful.

We have entered into strategic alliances, and may in the future enter into additional strategic alliances.

For example, as further discussed in “ Business -Our

,” we have JDAs with GM, Hyundai and Honda.

We expect to form strategic joint ventures with one or more battery makers or OEMs to support the build-out of

our Expansion I Facility.

While offering potential benefits, these current and future strategic alliances with battery manufacturers, OEMs and others could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by

our partners and costs of establishing and maintaining new strategic alliances, any of which may materially and adversely affect our business.

We may have limited ability to monitor or control the actions of our partners and, to the extent any of them suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with them.

For example, if we rely on our partners’ manufacturing facilities, those operations would be outside of our control.

We could experience delays if our partners do not meet agreed-upon timelines or experience capacity constraints, and in turn, we could lose customers and face reputational harm.

Further, there is risk of potential disputes with any partners with whom we collaborate, and we could be affected by adverse publicity related to our partners, whether or not such publicity is related to their collaboration with us.

Our ability to build a premium brand successfully could also be adversely affected by perceptions about the quality of our partners’ products.

In addition, because we rely on our partners and third parties to meet our quality standards, there can be no assurance that we will successfully maintain quality standards.

Any of the foregoing could adversely affect our business, financial condition, operating results and prospects.

The EV battery market continues to evolve and is highly competitive, and certain other battery manufacturers have significantly greater resources than we do.

The EV battery market, like the EV market it services, is fast-growing, extremely competitive and driven by the innovation of both large incumbents and emerging entrants like SES.

For more information, see “ Business -Competition

battery technology has been widely adopted and our current competitors have, and future competitors may have, greater resources than we do and may also be able to devote greater resources to the development of their current and future technologies.

These competitors also may have greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and competitive positioning.

In addition, Li-ion battery

manufacturers may continue to reduce cost and expand supply of conventional batteries and therefore reduce the prospects for our business or negatively impact our ability to sell our products at a market-competitive price and yet with sufficient margins.

A number of development-stage companies are also seeking to develop new technologies for Li-Metal batteries.

Potential new entrants are seeking to develop new technologies for cathodes, anodes, electrolytes and additives.

Some of these companies have established relationships with OEMs and are in varying stages of development.

Additionally, many OEMs are researching and investing in conventional Li-ion

batteries and/or Li-Metal battery

efforts and, in some cases, in battery development and production.

Furthermore, other companies are developing alternative technologies such as advanced diesel, ethanol, fuel cells or compressed natural gas, as well as potential improvements in the fuel economy of the internal combustion engine.

We expect competition in battery technology and EVs to intensify due to increased demand for these vehicles and a regulatory push for EVs, continuing globalization, and consolidation in the worldwide automotive industry.

Developments in alternative technologies or improvements in battery technology made by competitors may materially adversely affect the sales, pricing and gross margins of our batteries.

If a competing technology is developed that has superior operational or price performance, our business will be harmed.

Similarly, if we fail to accurately predict and ensure that our battery technology can address customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from our Li-Metal batteries,

our business will be harmed.

We may not be able to estimate accurately the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue.

If we fail to predict accurately our manufacturing requirements, we could incur additional costs or experience delays.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business.

We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers.

Currently, there is no historical basis for making judgments on the demand for our batteries or our ability to develop, manufacture, and deliver batteries, or our profitability in the future.

If we overestimate our requirements, our suppliers may have excess inventory, which may increase our costs.

If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues or potential liability for late delivery.

In addition, lead times for raw materials, components and manufacturing equipment may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each raw material, component or manufacturing equipment at a given time.

Any of the foregoing could result in delays in the delivery of batteries to our potential customers, which would harm our business, financial condition, operating results and prospects.

We may not be able to plan accurately our manufacturing based on our future sales contracts, which may result in excess product inventory or product shortages.

Once we begin commercializing our products, our customers’ final purchase orders may not be consistent with our estimates.

If these final purchase orders substantially differ from our estimates at that point in time, we may have excess product inventory or product shortages.

Excess product inventory could result in unprofitable sales or write-offs, as our products, which are customized, are susceptible to obsolescence due to their limited shelf life.

Because we have no operating history with respect to manufacturing for sale for any OEM, we may also be unable to forecast accurately the pace of manufacturing or the take-up of

our products by them.

Additionally, EV batteries are susceptible to price declines.

Producing additional products to make up for any product shortages within a short time frame may be difficult, making us unable to fulfill the purchase orders, especially due to the customized nature of our products.

In either case, our business, financial condition, operating results and prospects may be adversely affected.

If we cannot develop new products on an ongoing basis in a timely manner and at favorable margins, including those not currently contemplated by our growth plan, we may not be able to compete effectively.

We have made and continue to make investments in research and development with the goal of further innovation and cost reduction.

For information on our current technology, see “ Business—Our Technology

” and “ - Our Research and

.” Our ability to create newer products and line extensions and to sustain currently contemplated products is affected by whether we can, amongst other things:

develop and fund research and technological innovations;

receive and maintain necessary intellectual property protections;

obtain governmental approvals and registrations;

comply with governmental regulations;

anticipate customer needs and preferences successfully.

The failure to develop and launch successful new products could hinder the growth of our business and any delay in the development or launch of a new product could also compromise our competitive position.

If competitors introduce new or enhanced products that significantly outperform ours, or if they develop or apply manufacturing technology that permits them to manufacture at a significantly lower cost relative to ours, we may be unable to compete successfully in the market segments affected by these changes.

Certain components of our batteries pose safety risks that may cause accidents.

We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources.

Due to the high energy density inherent in lithium-based batteries, our batteries can pose certain safety risks, including the risk of fire.

Our state-of-the-art software

is designed to accurately monitor and predict most safety incidents.

Nevertheless, accidents causing death or personal injury or property damage can occur, and no high energy density battery will ever be 100% safe.

For example, with repeated charge and discharge cycles, Li-Metal anodes

are known to develop needle-like mossy structures known as “dendrites,” which can penetrate the separator and short-circuit the battery cell.

Although we incorporate safety procedures in the research, development, manufacture and transportation of batteries that are designed to minimize safety risks - for example, our Li-Metal battery

technology is designed to slow down the growth of dendrites and change their morphology - the manufacture or use of our products may still cause accidents.

Any accident, whether occurring at the manufacturing facilities or from the use of our products, may result in significant production interruption, delays or claims for substantial damages caused by personal injuries or property damage.

Product liability claims, even those without merit or those that do not involve our products, could harm our business, financial condition, operating results and prospects.

The automobile industry in particular experiences significant product liability claims, and we face inherent risk of exposure to claims in the event that our battery products do not perform or are claimed not to have performed as expected.

As is true for other commercial vehicle suppliers, we expect in the future that our battery products will be installed on vehicles that will be involved in crashes resulting in death or personal injury.

Additionally, product liability claims that affect our competitors may cause indirect adverse publicity for us and our products.

A successful product liability claim against us could require us to pay a substantial monetary award.

We may not be able to cover any substantial monetary judgment against us.

Moreover, a product liability claim against us or our competitors could generate substantial negative publicity about our products and business and could have a material adverse effect on our brand, business, prospects, financial condition and operating results.

We may incur significant costs based on the warranties we may supply in our products and services.

Battery manufacturers are expected to give warranties that are reflective of the warranties given by OEMs to buyers of their vehicles.

With respect to our battery products, we expect to offer warranties against any defects due to product malfunction or workmanship.

We expect to provide a reserve for these potential warranty expenses, which is based on an analysis of historical warranty issues.

There will be no assurance that future warranty claims will be consistent with past history, and in the event we experience a significant increase in warranty claims, there is no assurance that our reserves will be sufficient.

This could have a material adverse effect on our business, financial condition and operating results.

If we fail to effectively manage eventual growth, then our business, results of operations and financial condition could be adversely affected.

Our future success depends upon our ability to grow, and if we are unable to manage our growth effectively, we may incur unexpected expenses and be unable to meet our eventual customers’ requirements, all of which could materially adversely affect our business, financial condition, operating results and prospects.

To manage our current and anticipated future growth effectively, we must continue to maintain and enhance our infrastructure, financial and accounting systems and controls.

We must also attract, train and retain a significant number of scientists, engineers, sales and marketing personnel, customer support personnel, professional services personnel, technical personnel and management personnel, and the availability of such personnel may be constrained.

For more information, see “ - Our business depends substantially on the continuing efforts of our senior executives and other key personnel as well as the ability to attract, train and retain highly skilled employees and key personnel

As we continue to grow, including from the integration of employees and businesses acquired in connection with future acquisitions, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our profitability and our ability to retain and recruit qualified personnel who are essential for our future success.

If we do not effectively manage our growth, we may not be able to execute on our growth plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements or manufacture high-quality products.

Additionally, we may not be able to expand and upgrade our infrastructure to accommodate future growth.

Failure to effectively manage our growth could also lead us to over-invest or under-invest in development and operations;

result in weaknesses in our infrastructure, systems or controls;

give rise to operational mistakes, financial losses, loss of productivity or business opportunities;

and result in loss of employees and reduced productivity of remaining employees.

Our growth is expected to require significant capital expenditures, which may lower our earnings, and may divert financial resources from other projects such as the development of new products and services.

If we are unable to manage our growth effectively, our expenses may increase more than expected, our revenue may not increase or may grow more slowly than expected and we may be unable to implement our business strategy.

Our business depends substantially on the continuing efforts of our senior executives and other key personnel as well as the ability to attract, train and retain highly skilled employees and key personnel.

Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, and our operations may be severely disrupted if we lost their services.

As we build our brand and become better known, there is increased risk that competitors or other companies will seek to hire our personnel.

All of our executives and engineering staff are subject to non-competition agreements,

but we may face the challenge that many companies face of enforcing these non-competition agreements.

The failure to attract, integrate, train, motivate and retain these personnel could seriously harm our business and prospects.

To execute our business plan, we must attract and retain highly qualified personnel in research and development, sales and marketing, production and other leadership roles.

Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel.

We have from time to time in the past experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications in relevant industries.

Many of the companies with which we compete for experienced personnel have greater resources than we have.

In addition, in making employment decisions, particularly in high-technology industries, job candidates often consider the value of the equity they are to receive in connection with their employment.

Employees may be more likely to leave us if the shares they own or the shares underlying their equity incentive awards have significantly appreciated or significantly reduced in value.

A significant talent pool consists of nationals from countries that may require a license from the United States Bureau of Industry and Security to work with our technology, which raises the cost of hiring due to the uncertainty that a license may not be granted and the candidate would be unemployable in the role envisioned.

For more information, see “ - Risks Relating to Regulation and Legal Compliance—Governmental trade controls, including export and import controls, sanctions, customs requirements and related regimes, could subject us to liability or loss of contracting privileges, limit our ability to transfer technology or compete

in certain markets and affect our ability to hire qualified personnel

.” If we fail to attract new personnel, or fail to retain and motivate our current personnel, our business and growth prospects could be harmed.

In addition, we are highly dependent on the services of Dr.

Qichao Hu, our Founder and Chief Executive Officer, and other senior technical and management personnel, including our executive officers, who may take significant amounts of time to replace.

Hu or other key personnel were to depart, we may not be able to successfully attract and retain senior leadership necessary to grow our business.

If we do not maintain and continue to develop our corporate culture as we grow and evolve, it could also harm our ability to foster the innovation, creativity and teamwork we believe that we need to support our growth.

Additions of executive-level management, significant numbers of new employees, our workforce reduction and higher employee turnover could significantly and adversely impact our culture.

Risks Relating to the EV Industry

Our future growth and success depend on the willingness of vehicle operators and consumers to adopt EVs.

Our growth is highly dependent upon the adoption of EVs by commercial vehicle and specialty vehicle operators and consumers.

If the markets for EVs do not develop as we expect or develop more slowly than we expect, our business, prospects, financial condition and operating results will be harmed, because demand for our products and services will not increase as expected or may even be reduced.

The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, numerous competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors.

Other factors may influence the adoption of EVs, including, but not limited to:

perceptions about EV quality, design and performance, especially if adverse events or accidents occur that are linked to the quality or safety of EVs;

volatility in sales of EVs;

the costs of purchasing and maintaining EVs;

perceptions about vehicle safety in general, namely, safety issues that may be attributed to the use of advanced technology, including vehicle electronics;

negative perceptions of EVs, such as that they are more expensive than nonelectric vehicles and are only affordable with government subsidies or that they have failed to meet customer expectations;

the limited range over which EVs may be driven on a single battery charge and the effects of weather on this range;

the decline of an EV’s range resulting from deterioration over time in the battery’s ability to hold a charge;

concerns about electric charging infrastructure availability and reliability, which could derail past and present efforts to promote EVs as a practical solution to vehicles which require gasoline;

concerns about charging station standardizations, convenience and cost influencing consumers’ perceptions regarding the convenience of EV charging stations;

concerns of potential customers about the susceptibility of battery packs to damage from improper charging, as well as the lifespan of battery packs and the cost of their replacement;

concerns regarding comprehensive vehicular insurance coverage related to EVs;

developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, which could adversely affect sales of EVs;

the environmental consciousness of consumers;

the availability and volatility in the cost of natural gas, diesel, coal, oil, gasoline and other fuels relative to electricity, such as the sharp reduction in prices for gasoline in 2020 and the recent sharp increase in such prices;

the availability of tax and other governmental incentives to purchase and operate EVs or future regulation requiring increased use of nonpolluting vehicles;

concerns regarding the value and costs for upkeep of EVs in the used car market;

the availability of enough skilled labor in after-sale maintenance and repair services of EVs;

macroeconomic factors.

Any of these factors could impair the development of the EV market, lowering demand.

In anticipation of an expected increase in the demand for EVs in the next few years, we plan to develop, test, manufacture and commercialize our Li-Metal battery

However, the markets we expect to target, primarily those in North America, Europe and Asia may not achieve the level of growth we expect.

If any market fails to achieve our expected level of growth, we may have excess manufacturing capacity and may not be able to generate enough revenue to achieve or sustain our profitability.

Developments in alternative technology or other fossil fuel alternatives may adversely affect the demand for our battery products.

Significant developments in alternative technologies, such as fuel cell technology, advanced diesel, ethanol or natural gas, or breathing batteries, may materially and adversely affect our business, financial condition, operating results and prospects in ways that we may not currently anticipate.

Existing and other battery technologies, fuels or sources of energy may emerge as customers’ preferred alternatives to our battery products.

Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced alternative products, which could result in decreased revenue and a loss of market share to our competitors.

Our research and development efforts may not be sufficient to adapt to changes in alternative fuel and EV technology.

As technologies evolve, we plan to upgrade or adapt our energy solutions with the latest technology, in particular lighter weight modules and packs, advanced cooling methods, more sophisticated safety management software, more efficient manufacturing process, and advanced battery chemistry, which may also negatively impact the adoption of our other products.

However, we may not compete effectively with alternative systems if we are not able to develop, source and integrate the latest technology into our battery products.

The battery efficiency of EVs declines over time, which may negatively influence potential customers’ decisions whether to purchase an EV.

Over time, vehicles using our batteries will see performance decline as the battery ages.

Furthermore, excessive fast charging (for example, repeatedly using super chargers) can adversely affect the performance of our Li-Metal battery

technology by degrading the battery over time.

If these sources of performance decline dissuade potential customers from buying EVs built using our batteries, it could negatively impact our capacity for future sales.

If the EVs in which our batteries are installed do not meet certain motor vehicle standards, our business, operating results and prospects could be adversely affected.

Our products are expected to be used as components in EVs.

All vehicles sold must comply with applicable international, federal, and state motor vehicle safety standards, which vary by national and other jurisdictions.

In the United States, vehicles that meet or exceed all federally mandated safety standards are certified under the federal regulations.

Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification.

Failure by our eventual EV manufacturing customers to satisfy motor vehicle standards could have a material adverse effect on our business and operating results.

Moreover, we may incur our own significant costs in complying with these regulations.

Laws and regulations related to the EV industry and alternative energy are currently evolving and we face risks associated with changes to these laws and regulations.

To the extent laws and regulations become more stringent or otherwise change, our products or the vehicles into which they are incorporated may not comply with applicable international, federal, state or local laws, which would have an adverse effect on our business.

Compliance with changing laws and regulations could be burdensome, time consuming and expensive.

To the extent compliance with new laws and regulations is cost prohibitive, our business, financial condition, operating results and prospects would be adversely affected.

Internationally, there may be laws and regulations in jurisdictions we have not yet entered or laws of which we are unaware in jurisdictions we have entered that may restrict our sales or other business practices.

Even for those jurisdictions we have analyzed, the laws and regulations in this area can be complex, difficult to interpret and may change over time.

Continued regulatory limitations and other obstacles interfering with our or our eventual customers’ ability to sell products could have a negative and material impact on our business, financial condition, operating results and prospects.

Our ability to market our products will depend on the establishment of charging station networks meeting the needs of EVs using our products.

If any of the charging station networks are not compatible with such products and technologies, our sales could be adversely affected.

We design, develop, and manufacture electric power batteries for EVs.

However, we do not manufacture chargers or charging poles that are necessary for using our products.

In addition, we will rely on third parties, such as city governments, utility providers and private investors, to build charging stations for EVs using our products.

If no charging station networks are built in markets in which OEMs using our products target their EVs, there would be little demand for electric battery products in those areas.

Further, existing charging station networks have not been established under a uniform standard and it could diminish our sales if any of the networks are not compatible with EVs using our products and technologies.

In order for our fast-charging batteries to become widely adopted in electric passenger cars, a critical mass of compatible fast-charging stations must be installed and in operation in any given urban area where our OEM customers plan to enter.

Establishing a network of fast-charging stations requires significant capital investment and government approvals.

It also requires government regulators to believe that the merits of fast-charging stations support the costs of such construction.

If a sufficient number of charging stations that accommodate EVs using our products and technologies cannot be built up and be functional in a timely manner, it will be difficult for us to retain our existing customers and to attract new customers.

As a result, our business, financial condition, operating results and prospects may be materially and adversely affected.

If emerging standards in charging station networks are not compatible with our current products or in development products and technologies, we may miss market opportunities and our financial performance will suffer.

If other EV battery companies’ products and services, including industry-standard technologies or other new standards, emerge or become dominant in any of these areas, or differing standards emerge in global markets, demand for our technology and products could diminish.

As standards emerge, such as those in China including specifications for hardware, connecting equipment and service networks, and standards for communication and inspection, compatibility of prior fast-charging stations could be made obsolete.

We also incorporate materials and components manufactured by third parties into our products.

If there are quality issues with respect to these third-party materials and components included in our batteries, we may not discover the issue until after our products have been shipped and installed.

In addition, we may have little or no recourse against these third-party suppliers arising out of warranty claims made by our customers.

The Biden Administration has put forth ambitious goals for advancing new battery technology, which may lead to a shortage of the metals required for manufacturing batteries.

The Biden Administration has put forth ambitious goals for investing in “clean energy,” including goals to replace gasoline-operated vehicles with EVs, which would likely depend significantly on battery technology.

In order to meet these ambitious goals, a secure supply chain of raw materials, including copper and nickel, will need to be obtained.

Developing mines for these materials can take a significant amount of time.

If production of battery technology increases faster than this supply chain can be secured, it may lead to a shortage of these raw materials, which could negatively affect our business.

Risks Relating to Intellectual Property

Our patent applications may not result in issued patents or our patent rights may be challenged, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from competing or interfering with the commercialization of our products.

Our key technological innovations, including innovations that are currently commercialized in our products and innovations that we plan to deploy in the future, are described in our issued patents and pending patent applications, as well as patent applications that we plan to file in the future.

For more information, see “ Business—Intellectual Property

.” The process of applying for and obtaining a patent is expensive, time consuming and does not always result in patent claims as expected or needed.

We may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost, in a timely manner, or in all jurisdictions where protection may be commercially advantageous, or we financially may not be able to protect our proprietary rights at all.

There is also no assurance that the pending applications will result in issued patents.

In addition, the issuance of a patent does not give us the right to practice the patented invention.

Third parties may have blocking patents that could prevent us from marketing our products and practicing our technology.

Alternatively, third parties may seek to market their products similar to or otherwise competitive with our products.

In these circumstances, we may need to defend and/or assert our patents, including by filing lawsuits alleging patent infringement.

In any of these types of proceedings, a court or agency with jurisdiction may find our patents invalid and/or unenforceable.

Even if we have valid and enforceable patents, these patents still may not provide protection against competing products or processes sufficient to achieve our business objectives.

We do not currently co-own any

patents, but under the terms of our JDAs, co-ownership

of patents and patent applications with third parties is possible in the future.

If the other owners are unwilling to join us in an enforcement action, we may be unable to enforce our jointly owned patent rights against infringers.

Such co-owners

may be able to license their rights to other third parties, including our competitors, and our competitors could market competing products and technology.

Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

Further, to the extent that we endeavor to enforce our currently issued patent or any patents that are issued in the future, the alleged infringer is likely to assert that it has not infringed any claim of the applicable patent(s) and that the applicable patent(s) is in any event invalid or unenforceable.

There can be no assurance that we will overcome those defenses.

If one or more of our patents are held to be invalid or unenforceable, or if claims of those patents are interpreted narrowly, or if patents fail to issue from our pending applications, our competitiveness and value may also be undermined.

We rely heavily on our intellectual property portfolio, including unpatented proprietary technology.

If we are unable to protect our intellectual property rights from unauthorized use, our business and competitive position would be harmed.

We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position.

We rely upon a combination of the intellectual property protections afforded by patent, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies.

For more information, see “ Business -Our

Intellectual Property

We also rely substantially on unpatented proprietary technology, including know-how or

trade secrets.

We seek to protect our intellectual property rights in various ways, including through nondisclosure and invention assignment agreements with our employees and consultants and through non-disclosure agreements

with business partners and other third parties.

We cannot ensure that these agreements will provide meaningful protection for our trade secrets, know-how or

other proprietary information in the event of any unauthorized use, misappropriation, or disclosure of such trade secrets, know-how or

other proprietary information.

There can be no assurance that employees, consultants, vendors and customers have executed such agreements or have not breached or will not breach their agreements with us, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently developed by competitors.

The theft or unauthorized use or publication of our trade secrets and other confidential business information could reduce the differentiation of our products and harm our business, the value of our investment in development or business acquisitions could be reduced and third parties might make claims against us related to losses of their confidential or proprietary information.

Any of the foregoing could materially and adversely affect our business.

Additionally, despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and use our intellectual property.

Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be sufficient.

Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm our business, results of operations and financial condition.

In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard our intellectual property portfolio.

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.

Companies, organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop or sell our products, which could make it more difficult for us to operate our business.

From time to time, we may receive claims or inquiries from holders of patents or trademarks claiming that and/or inquiring whether we are infringing their proprietary rights and/or seeking court declarations that they do not infringe upon our intellectual property rights.

Companies holding patents or other intellectual property rights relating to batteries, electric motors or electronic power management systems may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses.

In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

cease selling, incorporating or using products that incorporate the challenged intellectual property;

obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all;

redesign our batteries.

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology, our business, prospects, operating results and financial condition could be materially adversely affected.

In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.

We may face risks relating to protecting our intellectual property in various countries.

Patent, trademark and trade secret laws vary significantly throughout the world.

A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States.

Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States, and efforts to protect against the unauthorized use of our intellectual property rights, technology, and other proprietary rights may be more expensive and difficult outside of the United States.

Some courts inside and outside the United States may be less willing or unwilling to protect trade secrets and agreement terms that address non-competition are

difficult to enforce in many jurisdictions and might not be enforceable in certain cases.

Failure to adequately protect our intellectual property rights could result in our competitors using our intellectual property to offer products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which would adversely affect our business, financial condition, operating results and prospects.

We may face risks relating to protecting our intellectual property due to the ongoing COVID-19 pandemic.

As a result of the ongoing COVID-19 pandemic,

certain domestic and foreign intellectual property authorities have amended their filing requirements and other procedures, including, but not limited to, extending deadlines and waiving fees.

These accommodations have not been applied uniformly across all intellectual property authorities globally, and the effectiveness and duration of existing action is unclear.

Further, the ongoing COVID-19 pandemic

has created uncertainty with respect to the uninterrupted operation of domestic and foreign intellectual property authorities, which, among other things, may cause delayed processing of renewal and application filings.

Our inability to establish and maintain current and future intellectual property rights may have an adverse effect on the growth and reputation of our business.

Further, the constantly evolving nature of the COVID-19 pandemic

may change its effect on our intellectual property rights over time in ways that cannot be reasonably anticipated or mitigated.

This could have an adverse effect on our business, results of operations, and financial condition.

Risks Relating to our International Operations

International expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.

While we are incorporated as a Delaware corporation, we have significant operations outside the United States.

Battery manufacturing is capital intensive, and to reduce dilution and financial burden, SES has been applying for appropriate government financial support.

We currently have an operating facility in Shanghai focused on indigenous research and development, manufacturing process development, and supply chain development.

We also plan to do business, build facilities or otherwise commence operations in other countries including South Korea.

We plan to seek government financial support to cover the expense of facility construction and operation as much as possible.

Also, due to geopolitical considerations, we may be required to introduce certain commercial inefficiencies into our operations.

We are subject to, and could become further subject to, various legal, political, regulatory and social requirements and economic conditions both inside and outside the United States.

Expansion into new markets requires significant resources and management’s attention, as well as significant expenditures, including for the establishment of local operating entities, hiring of local employees and establishment of facilities in advance of generating any revenue.

Some of the risks associated with international operations in China and/or other countries, such as in the development, manufacturing, marketing or sale of our products, include, but are not limited to:

general trade tensions between the United States and China have been escalating, and new legislation or regulations in either jurisdiction could impose additional restrictions and costs on our ability to operate in one or both jurisdictions, or even foreclose operations entirely;

have enacted and could enact legislation or impose regulations or other restrictions, including unfavorable labor regulations or tax policies (such as Chinese regulations prohibiting our operating company from paying dividends out of accumulated distributable profits unless 10% of such profits (up to half of the company’s registered capital) are set aside annually, under Article 166 of China’s Company Law), which could have an adverse effect on our ability to conduct business in or expatriate profits from those countries;

tax rates in certain non-U.S.

may exceed those in the United States and non-U.S.

may be subject to withholding requirements or the imposition of tariffs, exchange controls, or other restrictions, including restrictions on repatriation;

the regulatory or judicial authorities of non-U.S.

may not enforce legal rights and recognize business procedures in a manner to which we are accustomed or would reasonably expect;

we may have difficulty complying with a variety of laws and regulations in non-U.S.

some of which may conflict with laws in the United States;

changes in political and economic conditions may lead to changes in the business environment in which we operate, as well as changes in currency exchange rates;

in the case of China, the degree of significant government control over China’s economic growth through restrictions and limitations on foreign investment in certain industries, control over the allocation of resources, control over payment of foreign currency-denominated obligations, implementation of monetary policy, data localization and privacy requirements, technology transfer requirements, national security laws, influence over the courts and preferential treatment of particular industries or companies, could materially affect our liquidity, access to capital, intellectual property and ability to operate our business;

in the case of China, data localization requirements and restrictions on the use of foreign technology applications have already been enacted by the Chinese government, and restrictions on the use of Chinese technology and applications that have been or may be adopted in the future by the United States, may make it difficult to efficiently coordinate complex manufacturing supply chains in a global setting;

restrictions or denials on visas for our personnel, limiting our ability to train and pass along proprietary information efficiently;

differences in software usage and export controls, making it difficult to share certain engineering documents and resources between global subsidiaries;

the adoption and expansion of trade restrictions, the occurrence or escalation of a “trade war,” or other governmental action related to tariffs or trade agreements or policies among the governments of the United States and other countries, such as China, could adversely impact our raw material prices, our ability to manufacture our products, and demand for our products in China, the U.S.

and other global markets;

changes to export controls and/or failure to obtain export licenses in the United States, China or other countries in which we do business could adversely affect our access to raw materials, ability to manufacture and ship our products or increase our costs to conduct research and development;

regulatory changes and economic conditions following “Brexit” (the United Kingdom’s exit from the European Union), including uncertainties as to its effect on trade laws, tariffs, and taxes, could create instability and volatility in the global financial and currency markets, conflicting or redundant regulatory regimes in Europe and political instability;

natural disasters or international conflict, including terrorist acts, could interrupt our research and development, manufacturing or commercialization or endanger our personnel.

Our ability to deal with these issues could be affected by existing or new U.S.

laws and the need to protect our intellectual property and assets.

In addition, we may be more susceptible to these risks to the extent we target emerging countries and regions, which may be subject to a relatively higher risk of political instability, economic volatility, crime, corruption, and social and ethnic unrest, all of which are exacerbated in many cases by a lack of an independent and experienced judiciary and uncertainties in how local law is applied and enforced.

The materialization of any such risks could have an adverse impact on our business, financial condition, operating results and prospects.

Changes in the economic and political policies of the Chinese government could have a significant impact on our operations in China, where we conduct research and development.

We conduct certain research and development activities in our facility in Shanghai, China.

We believe that our research and development activities at our current facility in Shanghai and our direct ownership in our wholly-owned Chinese subsidiary, SolidEnergy Systems (Shanghai) Co., Ltd.

(“SES Shanghai”), materially comply with all applicable legal and regulatory requirements.

However, our ability to carry out our research and development activities in China may be materially harmed by changes in Chinese laws and regulations, including those relating to taxation, import and export tariffs and controls, the environment, land use rights, property and other matters.

The Chinese government, including at both the national and local levels, has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy via regulation and state ownership.

Although China’s government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, it continues to regulate economic growth heavily in China by, among other things, allocating resources, controlling the payment of foreign currency-denominated obligations and setting monetary policy.

Future governmental actions, including any decision not to continue to support recent economic reforms and/or to return to a more centrally planned economy, regional or local variations in the implementation of such economic policies, or new, stricter regulations or interpretations of existing regulations could significantly affect economic conditions in China and materially impair our ability to conduct research and development activities there.

These actions could make it more difficult for us to operate our current research and development facility or Pilot Facility in Shanghai in an efficient and cost-effective manner or empower the Chinese government or the provincial or local governments of the Shanghai jurisdiction where we operate to enact a temporary or permanent shut-down of those facilities.

If that were to occur, we would need to redirect our research and development efforts to facilities in other locations, which, although feasible, could result in certain additional expenditures and possible unexpected delays in our research and development efforts, thus negatively impacting our business and results of operations.

As we may be subject to additional, yet undetermined, laws and regulations in China, compliance may also require us to obtain additional permits and licenses, complete or update registrations with relevant regulatory authorities, adjust our research and development operations, and/or allocate additional internal resources to monitor developments in the relevant regulatory environment.

Under the stringent regulatory environment in China, it may take much more time for the relevant regulatory authorities to approve new applications for permits and licenses, and complete or update registrations, and we cannot assure you that we will be able to comply with these laws and regulations in a timely manner or at all.

The failure to comply with these laws and regulations may delay, or possibly prevent, our ability to conduct our research and development activities in China.

The occurrence of any of these events could materially impair our business and results of operations.

Additionally, we may be subject to Chinese export control laws and regulations, which may prevent the export of certain technologies and services outside of China without a license for the export of such technologies and/or services.

Complying with such export control laws and regulations may be time-consuming and result in the delay of our production timelines and have a materially adverse effect on our business and results of operations.

If we fail to comply with these laws and regulations, we and even some of our employees may be subject to both civil and/or criminal penalties, including the loss of export or import privileges, fines and, in extreme cases, the incarceration of responsible employees or managers.

Moreover, we cannot assure you that will be able to obtain any required export control licenses.

Any decreased use of our technology and products, limitation on our ability to export or sell our technology and products, or limitation on our ability to import raw materials, components or equipment would likely adversely affect our business, financial condition, operating results and prospects.

We could experience losses associated with our intellectual property in relation to our operations in China.

We rely upon the fair interpretation and enforcement of patent, copyright, trademark and trade secret laws in the U.S., similar laws in other countries, and agreements with employees, customers, suppliers, licensors and other parties.

Such reliance serves to establish and maintain the intellectual property rights associated with the technology that we develop and ultimately sell.

However, the laws and courts of certain countries at times do not protect intellectual property rights or respect contractual agreements to the same extent as the laws of the U.S.

Therefore, in certain jurisdictions we may not be able to protect our intellectual property rights against counterfeiting or enforce our contractual agreements with other parties.

Specifically, as discussed above, the Company conducts research and development operations in China.

Article VII of the National Intelligence Law of China requires every commercial entity in China, by simple order of the Chinese government, to act as an agent of the government by committing espionage, technology theft, or whatever else the government deems to be in the national interest of China.

If the Chinese government were to require the appropriation of certain of our intellectual property in the national interest, this could lead to material adverse effects on our operations and competitive positions.

Implementation of labor laws and regulations in China may adversely affect our business and results of operations.

Pursuant to the labor contract law of China that took effect in January 2008, its implementation rules that took effect in September 2008 and its amendment that took effect in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts.

Due to lack of detailed interpretative rules and uniform implementation practices and broad discretion of the local competent authorities, it is uncertain as to how the labor contract law and its implementation rules will affect our current employment policies and practices.

Our employment policies and practices may violate the labor contract law or its implementation rules, and we may thus be subject to related penalties, fines or legal fees.

Compliance with the labor contract law and its implementation rules may increase our operating expenses, in particular our personnel expenses.

In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the labor contract law and its implementation rules may also limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations.

As the interpretation and implementation of these laws and regulations are still evolving, we cannot assure you that our employment practice will at all times be deemed in full compliance with labor-related laws and regulations in China, which may subject us to labor disputes or government investigations.

If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations could be adversely affected.

Further, labor disputes, work stoppages or slowdowns at our operations facilities or any of our third-party service providers could significantly disrupt daily operation or our battery development plans and have materially adverse effects on our business.

The unavailability, reduction or elimination of, or uncertainty regarding, government and economic incentives or subsidies available to us, end-users or

OEMs could have a material adverse effect on our business, financial condition, operating results and prospects.

In 2019, in connection with our establishment of our Shanghai facility, the first two years of rent on the facility totaling approximately RMB7.1 million was borne by the Jiading district local government which also took on certain renovations to the facility at the cost of approximately RMB4.3 million such that it is suitable for our use.

In 2020, we also received an incentive award of RMB10,000 under the Jiading Industrial Zone Development Potential Award from the Jiading district local government.

We intend to apply for further grants in the future in the jurisdictions in which we operate.

Government incentives and subsidies are granted in connection with government’s efforts to promote the development of the local economy and other policies.

Some local government incentives and subsidies may be challenged by higher-level government authorities.

Therefore, government incentives and subsidies may be modified or terminated at the sole discretion of the relevant governmental authorities.

Additionally, because laws, regulations and policies with respect to incentives and subsidies may change, we cannot be sure that government incentives and subsidies will continue to be available.

In the event that we cease to receive any government incentives or subsidies, any current or future incentive or subsidy is reduced, or any of our current or future incentives or subsidies are challenged, our business, financial condition and operating results may be adversely affected.

Additionally, we believe that, currently, the availability of government incentives and subsidies available to end-users and

OEMs is an important factor considered by customers when purchasing EVs, and that growth in the battery market will depend in part on the availability and amounts of these subsidies and incentives for EVs.

Any further reduction or elimination of government and economic incentives or subsidies may result in the diminished competitiveness of the alternative fuel vehicle industry generally or EVs that use our batteries in particular.

Currently, government programs, including in China and Europe, favor the purchase of EVs, including through disincentives that discourage the use of gasoline-powered vehicles.

If such government programs are reduced or eliminated, or the available benefits thereunder are exhausted earlier than anticipated, demand for EVs may decrease and our anticipated sales of EV battery products could be adversely affected.

In addition, OEM customers may delay taking delivery of our battery products if they believe that certain EV incentives will be available at a later date, which may adversely affect our business, financial condition, operating results and prospects.

Risks Relating to Regulation and Legal Compliance

Our operations expose us to litigation, environmental and other legal compliance risks.

Compliance with laws and regulations can be expensive, and our failure to comply with these laws and regulations may result in monetary damages and fines, adverse publicity and a material adverse effect on our business.

We are subject to a variety of litigation, environmental, health and safety and other legal compliance risks.

These risks include, among other things, possible liability relating to product liability matters, personal injuries, intellectual property rights, contract-related claims, health and safety liabilities, environmental matters and compliance with U.S.

and foreign laws, competition laws and laws governing improper business practices.

Our operations in the United States and China may be subject environmental laws and regulations, including laws and regulations relating to water, discharges, emissions, chemicals, hazardous materials, natural resources, remediation and contamination.

Compliance with these laws can be difficult and costly.

For example, battery life cycle management regulations and regulations governing the transport of batteries may impose substantial requirements on our operations in the United States.

Our operations may be required to obtain and comply with environmental permits, many of which may be difficult and expensive to obtain and must be renewed on a periodic basis.

A failure to comply with these laws, regulations or permits could result in substantial liabilities, including fines, penalties, the suspension or loss of permits, and possibly orders to cease the non-compliant operations.

As a business with international reach, we are subject to complex laws and regulations in jurisdictions in which we operate.

Those laws and regulations may be interpreted in different ways.

They may also change from time to time, as may related interpretations and other guidance.

Changes in laws or regulations could result in higher expenses and payments, and uncertainty relating to laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights.

Changes in environmental and climate laws or regulations, including laws relating to greenhouse gas emissions, could lead to new or additional investment in manufacturing designs, subject us to additional costs and restrictions, including increased energy and raw materials costs, and could increase environmental compliance expenditures.

We are subject to various environmental laws and regulations on air emission, waste water discharge, solid waste, noise and the disposal of hazardous materials.

Cobalt and lithium are toxic materials that are important raw materials in our batteries.

We also use, generate and discharge other toxic, volatile and hazardous chemicals and wastes in our research, development and manufacturing activities.

Under China and U.S.

environmental regulations, we are required to maintain the pollutant emission levels at the facility within the levels prescribed by the relevant governmental authorities and obtain a pollution discharge permit for water and air emissions.

In addition, certain laws and regulations require enterprises like us that generate hazardous wastes to engage companies which are licensed and qualified to process the hazardous wastes, and to collect, store, dispose of and transfer the hazardous waste.

If we fail to comply with national and local environmental protection laws and regulations, the relevant governmental authorities may impose fines or deadlines to cure instances of noncompliance, and may even order us to cease operations if we fail to comply with their requirements.

In particular, any breach by us in connection with requirements relating to the handling of hazardous wastes may subject us to monetary damages and fines.

In addition, if any third party suffers any loss as a result of our pollutant emission practices, our improper handling of hazardous wastes or our noncompliance with environmental regulations, such third parties may seek damages from us.

There can be no assurance that we will be able to comply with all environmental laws and regulations at all times as the environmental legal regime is evolving and becoming more stringent, especially in China and the United States.

Therefore, if these or other governments where we do business impose more stringent regulations in the future, we will have to incur additional substantial costs and expenses in order to comply with new regulations, which may negatively affect our results of operations.

If we fail to comply with any of the present or future environmental regulations in any material aspect or cause any loss to any third parties due to our pollutant emission practices, improper handling of hazardous wastes or other environmental noncompliance, we may suffer from negative publicity and may be required to pay substantial fines, pay damages to such third parties, or suspend or even cease operations Failure to comply with environmental laws and regulations may materially and adversely affect our business, financial condition, operating results and prospects.

Failure to comply with certain health and production safety laws and regulations governing hazardous materials could materially adversely affect our business and results of operations.

In the sourcing of our products throughout the world, we process, store, dispose of and otherwise use large amounts of hazardous materials.

As a result, we are subject to extensive and evolving health and production safety laws and regulations governing, among other things:

the health of our employees and safety production requirements regarding the generation, handling, storage, use and transportation of hazardous materials.

Compliance with these laws and regulations results in ongoing costs.

Failure to comply with these laws or regulations, or to obtain or comply with the relevant permits, could result in fines, criminal charges or other sanctions by regulators.

Furthermore, we may be ordered to rectify a noncompliance within a stipulated deadline;

and if we fail to do so, we may be ordered to cease operations.

Our ongoing compliance with health and safety laws, regulations and permits could require us to incur significant expenses, limit our ability to modify or expand our facilities or continue manufacturing and make other capital improvements.

In addition, private parties, including current or former employees, could bring personal injury or other claims against us due to the presence of, or exposure to, hazardous substances used, stored or disposed of by us or contained in our products.

We are subject to U.S.

and foreign anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations.

We can face criminal liability and other serious consequences for violations, which can harm our business.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S.

Foreign Corrupt Practices Act (“FCPA”), the U.K.

Bribery Act 2010, and other anti-corruption laws and regulations in countries in which we conduct activities.

Anti-corruption laws prohibit us and our officers, directors, employees, contractors and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing, directly or indirectly, anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment.

These laws also require companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls.

These laws also prohibit non-governmental “commercial”

bribery and soliciting or accepting bribes.

A violation of any of these laws or regulations could result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences and adversely affect our business, financial condition, operating results and reputation.

Our policies and procedures designed to ensure compliance with these laws and regulations may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

As we increase our international cross-border business and expand our operations abroad, we may continue to engage with business partners, suppliers and third-party intermediaries to market our services and to obtain necessary permits, licenses and other regulatory approvals.

In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities.

We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.

There can be no assurance that our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

As we increase our international business, our risks under these laws may increase.

Detecting, investigating and resolving actual or alleged violations of anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws can require a significant diversion of time, resources and attention from management.

Non-compliance with

these laws could subject us to whistleblower complaints, adverse media coverage, investigations, subpoenas received, enforcement actions, prosecution and severe fines, damages and administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, financial condition, operating results and reputation.

In addition, changes in these laws in the future could adversely impact our business and investments in the SES securities.

Governmental trade controls, including export and import controls, sanctions, customs requirements and related regimes, could subject us to liability or loss of contracting privileges, limit our ability to transfer technology or compete in certain markets and affect our ability to hire qualified personnel.

Our technology and products, including components of our products, are subject to export control and import laws and regulations, including the U.S.

Export Administration Regulations, U.S.

Customs regulations and various economic and trade sanctions regulations administered by the U.S.

Treasury Department’s Office of Foreign Assets Control.

export control laws and regulations and economic sanctions prohibit the shipment of certain U.S.

products, technologies and services to U.S.

embargoed or sanctioned countries, governments and persons, as well as to various countries and persons due to national security and foreign policy concerns.

In particular, U.S.

export control laws apply to cells with an energy density greater than 350 Wh/kg, and require a license for the export of technology and cells exceeding that threshold to many locations outside the United States, including China and Singapore.

Some of our technology and products are thus presently subject to this license requirement under U.S.

export controls.

Complying with export control and sanctions regulations for a particular sale may be time-consuming and result in the delay or loss of sales opportunities.

We have set up an export controls compliance program internally.

If we fail to comply with these laws and regulations, we and even some of our employees could be subject to substantial civil and/or criminal penalties, including the possible loss of export or import privileges, fines, which may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

A significant talent pool is comprised of nationals from countries that may require a license from the Bureau of Industry and Security to work with our technology (such as China, India, Russia, South Korea and Japan), which raises the cost of hiring due to the uncertainty that a license may not be granted and the candidate would be unemployable in the role envisioned.

In addition, changes in our products or solutions or changes in applicable export or import laws and regulations may create delays or prohibitions in the introduction and sale of our products and solutions in international markets, increase costs due to changes in import and export duties and taxes, prevent our customers from deploying our products and solutions or, in some cases, prevent the export or import of our products and solutions to certain countries, governments or persons altogether.

Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of our products and solutions, decreased ability to export or sell our products and solutions to customers, and decreased ability to import components or parts critical to the manufacture of our products.

Changes in U.S.

and foreign tax laws, particularly under the curent U.S.

presidential administration, could have a material adverse effect on our business, cash flow, results of operations or financial conditions.

We (as well as certain of our subsidiaries, including our subsidiary that is organized as a Singapore company) are subject to federal, state and local taxes in the United States and are also subject to tax in certain foreign jurisdictions.

Changes to U.S.

tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S.

federal income tax laws that may be enacted in the future, especially under the Biden Administration, could impact the tax treatment of our foreign earnings.

Due to our international business activities, any changes in the taxation of such activities may increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

Significant judgment is required in evaluating our tax positions and our worldwide provision for taxes.

During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain.

In addition, our tax obligations and effective tax rates could be adversely affected by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations, including those relating to income tax nexus, if our earnings are lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where it has higher statutory rates, by changes in foreign currency exchange rates, or by changes in the valuation of its deferred tax assets and liabilities.

We may be audited in various jurisdictions, and such jurisdictions may assess additional taxes against us.

Although we believe our tax estimates are reasonable, the final determination of any tax audits or litigation could be materially different from our historical tax provisions and accruals, which could have a material adverse effect on our operating results or cash flows in the period or periods for which a determination is made.

Changes in tax laws or regulations that are applied adversely to us or our customers could materially adversely affect our business, financial condition, operating results and prospects.

Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under future tax reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges in the current or future taxable years, and could increase our future tax expense, which could have a material adverse effect on our business, financial condition, operating results, and prospects.

state tax authorities may assert that we have a state nexus and seek to impose state and local income taxes which could harm our results of operations.

There is a risk that certain state tax authorities where we do not currently file a state income tax return could assert that we are liable for state and local income taxes based upon income or gross receipts allocable to such states.

States are becoming increasingly aggressive in asserting a nexus for state income tax purposes.

If a state tax authority successfully asserts that our activities give rise to a nexus, we could be subject to state and local taxation, including penalties and interest attributable to prior periods.

Such tax assessments, penalties and interest may adversely impact our results of operations.

The uncertainty in global economic conditions and the risks relating to health epidemics, including the COVID-19

pandemic, could have a material adverse effect on our business and results of operations.

Our ability to operate in any respect may be interrupted by the current COVID-19 pandemic.

We face various risks relating to public health issues, including epidemics, pandemics, and other outbreaks, including the ongoing COVID-19

The effects and potential effects of COVID-19, include,

but are not limited to, its impact on general economic conditions, trade and financing markets and changes in customer behavior, and significant uncertainty in the overall continuity in business operations.

The spread of COVID-19 has

also disrupted the manufacturing, delivery and overall supply chain of EV manufacturers and suppliers and EV batteries, and has led to a global decrease in vehicle sales in markets around the world.

In particular, the COVID-19 crisis

may cause a decrease in demand for EV batteries if fleet operators delay purchases of vehicles or if fuel prices for internal combustion engine vehicles remain at levels that do not create an incentive to accelerate the migration from internal combustion engine vehicles to EVs, an increase in costs resulting from the efforts of manufacturers of EVs or EV batteries to mitigate the effects of COVID-19, delays

in EV manufacturers’ schedules to full commercial production of EVs and disruptions to these supply chains, among other negative effects.

The pandemic has resulted in government authorities implementing many measures to contain the spread of COVID-19, including

travel bans and restrictions, quarantines, shelter-in-place and stay-at-home orders,

business closures and other public health safety measures.

These measures may be in place for a significant period of time and may be reinstituted if conditions deteriorate, which could adversely affect our start-up and

manufacturing plans.

As a precaution, we took certain preventive measures in light of this pandemic and reduced our operational activities during the year ended December 31, 2021.

In particular, we temporarily reduced employee compensation, recommended that all non-essential personnel

work from home, and reduced in-person participation

in research and development activities.

As a result, our personnel costs and travel related costs were lower in 2021.

We also were required to implement additional safety protocols for essential workers, which resulted in delays in the timing of project execution.

Following the re-opening of non-essential businesses

and the easing of restrictions on non-essential in-person work,

since the beginning of the year ended December 31, 2021, we have ramped up research and development hiring and increased our investment in in-person work.

However, measures that have been relaxed may be re-implemented

if COVID-19 continues

If, as a result of these measures, we have to limit the number of employees and contractors at any research and development or manufacturing facility at a given time, it could cause a delay in our development, testing and manufacturing efforts and a delay in our product schedule.

If our workforce is unable to work effectively, including due to illness, quarantines, government actions or other restrictions in connection with COVID-19, our

operations will be adversely affected.

The extent to which the COVID-19 pandemic

may continue to affect our business will depend on continued developments, which are uncertain and cannot be predicted.

Even after the COVID-19

pandemic has subsided, we may continue to suffer an adverse effect to our business due to its global economic effect, including any economic recession.

If the immediate or prolonged effects of the COVID-19 pandemic

have a significant adverse impact on government finances, it would create uncertainty as to the continuing availability of incentives related to EV purchases and other governmental support programs.

In addition, a recurrence of COVID-19 cases

or an emergence of additional variants or strains could cause other widespread or more severe impacts depending on where infection rates are highest.

Theft, loss or misuse of personal data about our employees, contractors, customers, or other third parties could increase our expenses, damage our reputation, or result in legal or regulatory proceedings.

Any claim that our products are subject to a cybersecurity risk, whether valid or not, could damage our reputation and adversely impact our revenues and results of operations.

We manage and store various proprietary information and sensitive or confidential data relating to our business as well as information from our suppliers and customers.

Despite the security measures and compliance programs we currently maintain and monitor, breaches of our or any of our third party suppliers’ security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us or our customers or suppliers, including the potential loss or disclosure of such information or data as a result of fraud, trickery or other forms of deception, could expose us or our customers or suppliers to a risk of loss or misuse of this information, disruption of business operations, result in litigation, regulatory scrutiny, and potential liability for us, damage our brand and reputation or otherwise harm our business.

If we experience a significant cybersecurity breach or disruption in our information systems or any of our partners’ information systems, our business could be adversely affected.

Malicious actors may be able to penetrate our network and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns.

Malicious actors also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products.

While we employ a number of protective measures, including firewalls, network infrastructure vulnerability scanning, anti-virus and endpoint detection and response technologies, these measures may fail to prevent or detect attacks on our systems due to the frequent evolving nature of cybersecurity attacks.

Although these measures are designed to ensure the confidentiality, integrity and availability of our information and technology systems, there is no assurance that these measures will detect all threats or prevent a cybersecurity attack in the future, which could adversely affect our business, reputation, operations or products.

In addition, our hardware and software or third party components and software that we utilize in our products may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation or security of the products.

The costs to us to eliminate or mitigate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant and, if our efforts to address these problems are not successful, could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions.

To the extent we experience cybersecurity incidents in the future, our relationships with our partners, suppliers and eventual customers may be materially impacted, our brand and reputation may be harmed and we could incur substantial costs in investigating, responding to and remediating the incidents, and in resolving any regulatory investigations or disputes that may arise with respect to them, any of which would cause our business, operations, or products to be adversely affected.

In addition, the cost and operational consequences of implementing and adding further data protection measures could be significant.

Risks Relating to Our Common Stock and Warrants

Provisions in our Certificate of Incorporation (the “Charter”) and Delaware law may inhibit a takeover attempt which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Our Charter and Bylaws contain provisions to limit the ability of others to acquire control of us or cause us to engage in change-of-control

transactions, including, among other things:

provisions that authorize our board of directors (the “Board”), without action by our stockholders, to authorize by resolution the issuance of shares of preferred stock and to establish the number of shares to be included in such series, along with the preferential rights determined by our Board;

provided that, our Board may also, subject to the rights of the holders of preferred stock, authorize shares of preferred stock to be increased or decreased by the approval of the Board and the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the corporation;

provisions that permit only a majority of our Board, the Chairperson of the Board or the Chief Executive Officer to call special stockholder meetings;

provided, that for so long as Dr.

Qichao Hu and certain entities affiliated with Dr.

Hu (the “SES Founder Group”) beneficially own at least 50% of the voting power of the then outstanding shares of our capital stock, special meetings of stockholders may also be called by or at the request of stockholders holding a majority of the voting power of the issued and outstanding shares of our capital stock;

provisions that impose advance notice requirements and other requirements and limitations on the ability of stockholders to propose matters for consideration at stockholder meetings;

a staggered board whereby our directors are divided into three classes, with each class subject to retirement and reelection once every three years on a rotating basis.

These provisions could have the effect of depriving our stockholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

With our staggered Board, at least two annual meetings of stockholders will generally be required in order to effect a change in a majority of our directors.

Our staggered Board can discourage proxy contests for the election of our directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to gain control of our Board in a relatively short period of time.

Our Founder and Chief Executive Officer, Dr.

Qichao Hu, has control over all stockholder decisions because he controls a substantial majority of our voting stock due to our dual class stock.

Hu, directly or indirectly through entities affiliated with him, has the ability to control the outcome of all matters submitted to our stockholders for approval, including the election, removal, and replacement of directors and any merger, consolidation, or sale of all or substantially all of our assets.

As our Chief Executive Officer, Dr.

Hu has control over our day-to-day management

and the implementation of major strategic investments, subject to authorization and oversight by our board of directors.

As a board member and officer, Dr.

Hu also owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders.

Hu is still entitled to vote his shares, and his concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support.

Conversely, this concentrated control could allow the SES Founder Group, members of the SES Founder Group or their permitted transferees to consummate such a transaction or otherwise vote in a way that our other stockholders do not support.

This was designed to shepherd our long-term growth amidst significant near term fluctuations and uncertainty in the market.

Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our Charter requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware (the “Chancery Court”) and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to the personal jurisdiction of the Chancery Court and having service of process made upon such stockholder in any such action on such stockholder’s counsel.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to these forum provisions.

Notwithstanding the foregoing, our Charter provides that the exclusive forum provision does not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”) against us or any of our directors, officers, other employees or agents.

However, there is uncertainty as to whether a court would enforce the exclusive forum provisions relating to causes of actions arising under the Securities Act.

Although we believe this exclusive forum provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, it may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.

Alternatively, if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

An active trading market for our securities may not continue , which would adversely affect the liquidity and price of our securities.

The price of SES’s securities has fluctuated and may continue to fluctuate significantly due to the market’s reaction to the consummation of the Business Combination and general market and economic conditions.

An active trading market for SES’s securities may not be sustained.

We have incurred and will continue to incur increased costs related to becoming and operating as a public company, and our management will be required to devote substantial additional time to new compliance initiatives and corporate governance practices.

Moreover, we have identified a material weakness in our internal control over financial reporting, and we may experience additional material weaknesses or significant deficiencies, or otherwise fail to develop or maintain an effective system of internal controls in the future, which could result in material misstatements of our consolidated financial statements, adversely affect investor confidence in us and adversely affect the market price of our securities.

We have incurred and will continue to incur significant legal, accounting and other expenses that Old SES did not incur as a private company.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Protection Act, as well as rules adopted, and to be adopted, by the SEC and the NYSE.

Our management and other personnel have devoted and will need to continue to devote a substantial amount of time to these compliance initiatives.

Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make certain activities more time-consuming and costly, which will increase our operating expenses.

For example, these rules and regulations applicable to public companies may make it more difficult and more expensive for us to obtain director and officer liability insurance and we will likely incur additional costs to maintain sufficient insurance coverage as a public company.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and errors in our financial statements and operate successfully as a public company.

In connection with the preparation of our fiscal year 2021 financial statements, we identified a material weakness in our internal control over financial reporting, which we are currently working to remediate, related to certain errors in our historical financial calculation of stock-based compensation expense and stock-based compensation disclosures during the three and nine months ended September 30, 2021.

These errors led us to conclude that the financial statements during the three and nine months ended September 30, 2021 should be restated.

In light of the foregoing, and in order to comply with the requirements of being a public company, we are undertaking and will continue to undertake various actions, such as implementing additional internal controls and procedures and hiring additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge.

The measures we take to remediate the deficiency in our internal control over financial reporting and to implement and maintain effective internal controls may not be sufficient to satisfy our obligations as a public company and produce reliable financial reports, and we may not be able to implement the required controls in a timely fashion.

If we experience any additional material weaknesses or significant deficiencies or otherwise fail to develop or maintain an effective system of internal controls in the future, we may need to disclose such matters investors may lose, which may adversely confidence in us and our financial statements, which could adversely affect the value of our securities.

In addition, if we cannot provide reliable financial reports or prevent fraud and errors in our financial statements, our reputation and operating results could be materially adversely affected.

In addition, as a public company, we are required to comply with SEC rules that implement Sections 308 and 404 of the Sarbanes-Oxley Act.

Under these rules, management is required to certify financial and other information in our quarterly and annual reports and is required to make a formal assessment of the effectiveness of our internal control over financial reporting in connection with the filing of our annual reports.

Additionally, once we cease to be an emerging growth company, we are required to include a report on internal control over financial reporting issued by our independent registered public accounting firm.

For as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following January 11, 2026, the fifth anniversary of the completion of Ivanhoe’s IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds

$700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt

securities during the prior three-year period.

To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, or if we no longer can be classified as an “emerging growth company,” we expect that we will incur additional compliance costs, which will reduce our ability to operate profitably.

As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.

As an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to 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 stockholder approval of any golden parachute payments not previously approved.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, which we have elected to do.

We cannot predict if investors will find our Class A common stock less attractive because we rely on these exemptions.

If some investors find our common stock less attractive as a result, there may be a less active market for our common stock, our share price may be more volatile and the price at which our securities trade could be less than if we did not use these exemptions.

As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and the NYSE regarding our internal control over financial reporting.

If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner.

We are a public reporting company subject to the rules and regulations established from time to time by the SEC and the NYSE.

These rules and regulations require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting.

Public company reporting obligations place a considerable burden on our financial and management systems, processes and controls, as well as on our personnel.

In addition, as a public company we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting, which requires us to document our internal control over financial reporting.

Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting at such time as we cease to be an “emerging growth company,” as defined in the JOBS Act, if we are an “accelerated filer” or “large accelerated filer” at such time.

We expect to incur costs related to our internal control over financial reporting in the upcoming years to further improve our internal control environment.

If we identify deficiencies in our internal control over financial reporting or if we are unable to comply with the requirements applicable to us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC.

If this occurs, we also could become subject to sanctions or investigations by the SEC or other regulatory authorities.

In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, or express an adverse opinion, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.

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

Currently, our Class A common stock and public warrants are listed on the NYSE under the symbols “SES” and “SES WS.” In order to continue the list of these securities on the NYSE, we are required to maintain certain financial, distribution and stock price levels.

Generally, we are required to maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 300 public holders).

If NYSE delists our securities from trading on its exchange and we are not able to list its 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:

1 unchanged sentence

reduced liquidity for our securities;

a determination that our Class A ordinary shares are a “penny stock”

which will require

brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading

activity in the secondary trading market for our securities;

a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage;

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets

Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which

are referred to as “covered securities.”

Because our units, Class A ordinary shares and warrants are listed on the

NYSE, our units, Class A ordinary shares and warrants l qualify as covered securities under the statute.

Although the states

are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there

is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities

in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued

by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and

might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

if we were no longer listed on the NYSE, 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.

We 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.

We 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 15 business

days, after the closing of our initial business combination, we will use commercially reasonable efforts to file with the SEC a registration

statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants

and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following our initial

business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants

until the expiration of the warrants in accordance with the provisions of the warrant agreement.

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 or correct or the SEC

issues a stop order.

If the Class A ordinary

shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders

of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless

basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

If holders exercise their warrants on a

cashless basis, the number of Class A ordinary shares that you will receive upon such cashless exercise will be based on a formula

subject to a maximum amount of 0.361 Class A ordinary shares per warrant (subject to adjustment).

In no event will warrants

be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their

warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption from registration or qualification is available.

If our Class A ordinary

shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition

of “covered securities”

under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders

of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance

with Section 3(a)(9) of the Securities Act;

in the event we so elect, we will not be required to file or maintain in effect

a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the

event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares underlying the warrants under

applicable state securities 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 than they would have upon

a cash exercise.

In no event will we be required

to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in

exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities

Act or applicable state securities laws.

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.

There may 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 the public warrants included as part of units sold in the Public Offering.

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 shares.

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.

The 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.

In 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

fifteen business days of the closing of an initial business combination.

The grant of registration rights to our

initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination,

and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to an agreement

to be entered into concurrently with the issuance and sale of the securities in the Public Offering, our initial shareholders and their

permitted transferees can demand that we register the Class A ordinary shares into which Founder Shares are convertible, holders

of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A

ordinary shares issuable upon exercise of the private placement warrants, and holders of warrants that may be issued upon conversion of

working capital loans may demand that we register the Class A ordinary shares issuable upon exercise of such warrants.

the cost of registering these securities.

The registration and availability of such a significant number of securities for trading in

the public market may have an adverse effect on the market price of our Class A ordinary shares.

In addition, the existence of the

registration rights may make our initial business combination more costly or difficult to conclude.

This is because the shareholders of

the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative

impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders,

holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

We may issue additional Class A ordinary

shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial

business combination.

We may also issue Class A ordinary shares upon the conversion of the Founder Shares at a ratio greater than

one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein.

Any such issuances

would dilute the interest of our shareholders and likely present other risks.

Our amended and restated

memorandum and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per

share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share.

Immediately after the Public Offering, there was 172,400,000 and 13,100,000 authorized but unissued Class A ordinary shares and Class B

ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise

of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares.

The Class B ordinary shares are automatically

convertible into Class A ordinary shares at the time of the consummation of our initial business combination, initially at a one-for-one

ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association, including

in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination.

Immediately after the Public Offering, there was no preference shares issued and outstanding.

We may issue a substantial

number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee

incentive plan after completion of our initial business combination.

We may also issue Class A ordinary shares in connection with

the redemption of our warrants or Class A ordinary shares 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 therein.

our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination,

we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote

as a class with our public shares on any initial business combination.

These provisions of our amended and restated memorandum and articles

of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder

The issuance of additional ordinary or preference shares:

may significantly dilute the equity interest of investors in the Public Offering;

may subordinate the rights of holders of Class A ordinary shares if preference shares are issued

with rights senior to those afforded our Class A ordinary shares;

could cause a change in control if a substantial number of Class A ordinary shares are issued, which

may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or

Unlike some other similarly structured special

purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares

to consummate an initial business combination.

The Founder Shares will automatically

convert into Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one basis,

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

further adjustment as provided herein.

In the case that additional Class A ordinary shares or equity-linked securities are issued

or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion

of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion

(after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A

ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed

issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A

ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued,

to any seller in the initial business combination and any private placement warrants issued to our Sponsor, officers or directors upon

conversion of working capital loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

We 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.

Although we have no commitments

as of the date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding

debt, 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:

default and foreclosure on our assets if our operating revenues after an initial business combination

are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments

when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation

of that covenant;

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

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

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

our inability to pay dividends on our Class A ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce

the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other

general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry

in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and

adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less

Our initial shareholders paid an aggregate

of $25,000, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the

purchase of our Class A ordinary shares.

The difference between the

public offering price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant

included in the unit) and the pro forma net tangible book value per share of our Class A ordinary shares after the Public Offering

constitutes the dilution to you and the other investors in the Public Offering.

Our initial shareholders acquired the Founder Shares at

a nominal price, significantly contributing to this dilution.

Upon closing the Public Offering, and assuming no value is ascribed to the

warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately

93.1% (or $9.31 per share, assuming no exercise of the underwriters’

over-allotment option), the difference between the pro forma

net tangible book value per share after the Public Offering of $0.69 and the initial offering price of $10.00 per unit.

This dilution

would increase to the extent that the anti-dilution provisions of the Founder Shares result in the issuance of Class A ordinary shares

on a greater than one-to-one basis upon conversion of the Founder Shares at the time of our initial business combination.

because of the anti-dilution protection in the Founder Shares, any equity or equity-linked securities issued in connection with our initial

business combination would be disproportionately dilutive to our Class A ordinary shares.

We may amend the terms of the warrants in

a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding

public warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number

of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued

in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct

any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make

any change that adversely affects the interests of the registered holders of public warrants.

Accordingly, we may amend the terms of the

public warrants in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants

approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least a majority of the

then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise

price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary

shares purchasable upon exercise of a warrant.

A provision of our warrant agreement may

make it more difficult for us to consummate an initial business combination.

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 Class A ordinary share, (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

of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest

cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price

will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00

per share redemption trigger price 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 a target business.

Our warrant agreement designates the courts

of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for

certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders

to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides

that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant

agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States

District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction

shall be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and

that such courts represent an inconvenient forum.

Notwithstanding the foregoing,

these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act

or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

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.

This choice-of-forum provision

may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company,

which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable

with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations

and result in a diversion of the time and resources of our management and board of directors.

We may redeem your unexpired warrants prior

to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem

outstanding 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) for any 20 trading days within a 30-trading day period ending on

the third trading day prior to the date on which we send notice of such redemption to the warrants holders and provided 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.

As a result, we may redeem the warrants as set

forth above even if the holders are otherwise unable to exercise the warrants.

Redemption 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, is likely to be substantially less than the market value

of your warrants.

In 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 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.

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.

None of the private placement

warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

Our warrants may have an adverse effect

on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase

9,200,000 of our Class A ordinary shares as part of the units sold in the Public Offering and, simultaneously with the closing

of the Public Offering, we issued in a private placement an aggregate of 5,013,333 warrants, at $1.50 per warrant.

In addition, if the

Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,000,000 private placement warrants, at

the price of $1.50 per warrant.

We may also issue Class A ordinary shares in connection with our redemption of our warrants.

To the extent we issue ordinary

shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary

shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business.

Such warrants, when exercised,

will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares

issued to complete the business transaction.

Therefore, our warrants may make it more difficult to effectuate a business transaction or

increase the cost of acquiring the target business.

Because each unit contains one-third of

one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition

Each unit contains one-third

of one warrant.

Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units

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 of Class A ordinary shares to be issued to the warrant holder.

This is different from other

offerings similar to ours whose units include one ordinary share and one 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 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 share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless,

this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

Because we are incorporated under the laws

of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.

Federal courts may be limited.

We are an exempted company

incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within

the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs 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

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities

of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law

of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common

law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our

shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under

statutes or judicial precedent in some jurisdictions in the United States.

In particular, the Cayman Islands has a different body of securities

laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted

bodies of corporate law.

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a

Federal court of the United States.

We have been advised by 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

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability

provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are

penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the

United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction

without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an

obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign judgment to be enforced

in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine

or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained

in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards

of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court may stay enforcement proceedings

if concurrent proceedings are being brought elsewhere.

As a result of all of the

above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members

of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Risks Relating to our Management Team

None of our Sponsor, officers or directors

has any experience with a blank check company or special purpose acquisition company in the past.

None of our Sponsor, officers

or directors has had experience with a blank check company or special purpose acquisition company in the past.

Accordingly, you may not

have sufficient information with which to evaluate their ability to identify and consummate a business combination using the proceeds

of our Public Offering.

Our management’s lack of experience in operating a special purpose acquisition corporation could adversely

affect our ability to consummate a business combination and could result in our not completing a business combination in the prescribed

We are dependent upon our officers and directors

and their loss could adversely affect our ability to operate.

Our operations are dependent

upon a relatively small group of individuals and, in particular, our officers and directors and the members of our advisory board.

believe that our success depends on the continued service of our officers, directors and members of our advisory board, at least until

we have completed our initial business combination.

In addition, our officers and directors are not required to commit any specified amount

of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including

identifying potential business combinations and monitoring the related due diligence.

We do not have an employment agreement with, or

key-man insurance on the life of, any of our directors or officers.

The unexpected loss of the services of one or more of our directors

or officers could have a detrimental effect on us.

Our ability to successfully effect our initial

business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us

following our initial business combination.

The loss of key personnel could negatively impact the operations and profitability of our

post-combination business.

Our ability to successfully

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

The role of our key personnel in the target

business, however, cannot presently be ascertained.

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

or advisory positions following our initial business combination, it is likely that some or all of the management of the target business

will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot

assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements

of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with

such requirements.

In addition, the officers

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

The departure of a 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 at

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with

the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition

candidate will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability of our

post-combination business.

Our 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.

Our key personnel may be

able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment

or consulting agreements in connection with the 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, subject to their fiduciary duties under Cayman Islands law.

The officers and directors of an acquisition

candidate may resign upon completion of our initial business combination.

The loss of a business combination target’s key personnel

could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition

candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time.

contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate

following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to

remain in place.

Our officers, directors, security holders

and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy

that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial

interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

we may enter into a business combination with a target business that is affiliated with our Sponsor, our directors or officers, although

we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business

activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

The personal and financial

interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing

a business combination.

Consequently, our directors’

and officers’

discretion in identifying and selecting a suitable target

business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular 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’

However, we might not ultimately be successful in any claim we may make against them for such reason.

Our letter agreement with our Sponsor, officers

and directors may be amended without shareholder approval.

Our letter agreement with

our Sponsor, officers and directors contain provisions relating to transfer restrictions of our Founder Shares and private placement warrants,

indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account.

The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer

the Founder Shares for 185 days following the date of this Annual Report on Form 10-K will require the prior written consent

of the underwriters).

While we do not expect our board to approve any amendment to the letter agreement prior to our initial business

combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve

one or more amendments to the letter agreement.

Any such amendments to the letter agreement would not require approval from our shareholders

and may have an adverse effect on the value of an investment in our securities.

Our initial shareholders will control the

election of our board of directors until consummation of our initial business combination and will hold a substantial interest in us.

As a result, they will elect all of our directors prior to the consummation of our initial business combination and may exert a substantial

influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

Upon the closing of the Public

Offering, our initial shareholders owned 20% of our issued and outstanding ordinary shares (assuming they do not purchase any units

in the Public Offering).

In addition, the Founder Shares, all of which are held by our initial shareholders, entitle the holders to elect

all of our directors prior to the consummation of our initial business combination.

Holders of our public shares will have no right to

vote on the election of directors during such time.

In addition, the Founder Shares, all of which are held by our initial shareholders,

will, in a vote to continue the company in a jurisdiction outside the Cayman Islands (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 share.

These provisions of our amended and restated

memorandum and articles of association may only be amended by a majority of at least 90% of our ordinary shares voting at a shareholder

Accordingly, our initial

shareholders 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 initial shareholders purchase any units

in the Public Offering or if our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately

negotiated transactions, this would increase their control.

Neither our initial shareholders nor, to our knowledge, any of our officers

or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report on Form 10-K.

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 elected by our Sponsor, is and are divided into three classes,

each of which will generally serve for a terms for three years with only one class of directors being elected in each year.

not hold an annual general meeting to elect 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 meeting,

as a consequence of our “staggered”

board of directors, only a minority of the board of directors will be considered for election

and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome.

our initial shareholders will continue to exert control at least until the completion of our initial business combination.

Provisions in our amended and restated memorandum

and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future

for our Class A ordinary shares and could entrench management.

Our amended and restated

memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider

to be in their best interests.

These provisions include a staggered board of directors and the ability of the board of directors to designate

the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions

that otherwise could involve payment of a premium over prevailing market prices for our securities.

Risks Relating to the Post-Business Combination

Subsequent to our completion of our initial

business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have

a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some

or all of your investment.

Even if we conduct due diligence

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

within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,

or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors, we may be

forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in

our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known

risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items and

not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions

about us or our securities.

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 debt financing to partially

finance the initial business combination or thereafter.

Accordingly, any shareholders who choose to remain shareholders following the

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

Such shareholders are unlikely to have a remedy for such

reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of

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

the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material

misstatement or material omission.

We may have a limited ability to assess

the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose

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

When evaluating the desirability

of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management

may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target business’s management,

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

Should the target

business’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 shareholders who choose to remain shareholders

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

Such shareholders are unlikely to have a remedy

for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors

of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws

that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material

misstatement or material omission.

Our officers and directors will allocate

their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors

are not required to, 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.

We do not intend to have any full-time

employees prior to the completion of our initial business combination.

Each of our officers is engaged in other business endeavors for

which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per

week to our affairs.

Our independent directors also serve as officers and board members for other entities.

If our officers’

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.

Our officers and directors presently have,

and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts

of interest in determining to which entity a particular business opportunity should be presented.

Following the completion

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

combining with one or more businesses.

Each of our officers and directors presently has, and any of them in the future may have, additional

fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a

business combination opportunity to such entity.

Accordingly, they may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented

to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

Our amended and restated

memorandum and articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving

as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly

or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy

in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for

any director or officer, on the one hand, and us, on the other.

In addition, our Sponsor

and our officers and directors may pursue other business or investment ventures during the period in which we are seeking an initial business

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business

However, our officers and directors have agreed not to participate in the formation of, or become an officer or director

of, any other special purpose acquisition company with a class of securities registered under the Exchange Act, until we have entered

into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination

by January 11, 2023.

We do not believe that any such potential conflicts would materially affect our ability to complete our initial

business combination.

Our management may not be able to maintain

control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control of a target

business, new management will possess the skills, qualifications or abilities necessary to profitability operate such business.

We may structure our initial

business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity

interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or

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

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

We will not consider any transaction

that does not meet such criteria.

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

prior to the 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 securities of

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

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

new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued

and outstanding Class A ordinary shares subsequent to such transaction.

In addition, other minority shareholders may subsequently

combine their holdings resulting in a single person or group obtaining a larger portion of the company’s shares than we initially

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

Risks Associated with Acquiring and Operating

a Business in Foreign Countries

If we effect our initial business combination

with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

If we pursue a target company

with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in

connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,

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

If we pursue a target a company

with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated

with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination,

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

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

If we effect our initial

business combination with such a company, we would be subject to any special considerations or risks associated with companies operating

in an international setting, including any of the following:

costs and difficulties inherent in managing cross-border business operations;

rules and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

laws governing the manner in which future business combinations may be effected;

exchange listing and/or delisting requirements;

tariffs and trade barriers;

regulations related to customs and import/export matters;

local or regional economic policies and market conditions;

unexpected changes in regulatory requirements;

challenges in managing and staffing international operations;

longer payment cycles;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

rates of inflation;

challenges in collecting accounts receivable;

cultural and language differences;

employment regulations;

underdeveloped or unpredictable legal or regulatory systems;

protection of intellectual property;

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

regime changes and political upheaval;

terrorist attacks and wars;

deterioration of political relations with the United States.

We may not be able to adequately

address these additional risks.

If we were unable to do so, we may be unable to complete such initial business combination, or, if we

complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial

condition and results of operations.

If our management following our initial

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

such laws, which could lead to various regulatory issues.

Following our initial business

combination, our management may resign from their positions as officers or directors of the company and the management of the target

business at the time of the 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.

After our initial business combination,

substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations

in such country.

Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political

and legal policies, developments and conditions in the country in which we operate.

The economic, political and

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

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.

Exchange rate fluctuations and currency

policies may cause a target business’

ability to succeed in the international markets to be diminished.

In the event we acquire a

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.

The value of the currencies in our

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

Any change in the relative

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

of our initial business combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value

against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars

will increase, which may make it less likely that we are able to consummate such transaction.

We may reincorporate in another jurisdiction

in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements

and we may not be able to enforce our legal rights.

In connection with our initial

business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

If we determine

to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

The system of laws and the enforcement

of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability

to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities

We 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.

We are subject to rules and

regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection

of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased

general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance

Moreover, because these laws,

regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes

This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing

revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations and any subsequent changes,

we may be subject to penalty and our business may be harmed.

General Risk Factors

We may be a passive foreign investment company,

or “PFIC,”

which could result in adverse United States federal income tax consequences to U.S.

If we are a PFIC for any

taxable year (or portion thereof) that is included in the holding period of a U.S.

Holder of our Class A ordinary shares or warrants,

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.

on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot

be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as

a PFIC for our current taxable year or any subsequent taxable year.

Our actual 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.

Holder to make and maintain a “qualified electing fund”

but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect

to our warrants in all cases.

investors to consult their own tax advisors regarding the possible application of the PFIC

An investment in the Public Offering may

result in uncertain U.S.

federal income tax consequences.

An investment in the Public

Offering may result in uncertain U.S.

federal income tax consequences.

For instance, because there are no authorities that directly address

instruments similar to the units we issued in the Public Offering, the allocation an investor makes with respect to the purchase

price of a unit between the Class A ordinary shares and the one-third of a warrant included in each unit could be challenged by the

IRS or courts.

In addition, the U.S.

federal income tax consequences of a cashless exercise of warrants included in the units we

issued in the Public Offering is unclear under current law.

Finally, it is unclear whether the redemption rights with respect to our Class A

ordinary shares suspend the running of a U.S.

Holder’s holding period for purposes of determining whether any gain or loss realized

by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any

dividend we pay would be considered “qualified dividend income”

federal income tax purposes.

Prospective investors

are urged to consult their tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.

We may reincorporate in another jurisdiction

in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.

We may, in connection with

our initial business combination and subject to requisite shareholder approval by special resolution 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

to recognize taxable income in the jurisdiction in which the shareholder 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 to pay such taxes.

Shareholders may be subject

to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

After our initial business combination,

it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located

outside the United States;

therefore, investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after

our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets

will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors in the United

States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United

States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

We are an emerging growth company and a

smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements

available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and

may make it more difficult to compare our performance with other public companies.

We are an “emerging

growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies,

including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

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 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.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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.

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 market value of our ordinary shares

held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded

$100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds

$700 million as of the prior June 30th.

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.

Cyber incidents or attacks directed at us

could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies,

including information systems, infrastructure and cloud applications and services, including those of third parties with which we may

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

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.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since our Class A common stock and public warrants are listed on the NYSE, they are covered securities.

However, if our securities were no longer listed on the NYSE, they would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

If our performance does not meet market expectations, the price of our securities may decline.

If our performance does not meet market expectations, the price of our Class A common stock may decline.

Additionally, if an active market for our Class A common stock develops and continues, the trading price of SES common stock could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control.

Any of the factors listed below could have a material adverse effect on an investment in SES Class A common stock and shares of our Class A common stock may trade at prices significantly below the price paid for them.

Factors affecting the trading price of our Class A common stock may include:

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

changes in the market’s expectations about our operating results;

success of competitors;

our operating results failing to meet market expectations in a particular period;

changes in financial estimates and recommendations by securities analysts concerning SES or the payments industry and market in general;

operating and stock price performance of other companies that investors deem comparable to SES;

our ability to market new and enhanced products on a timely basis;

changes in laws and regulations affecting our business;

commencement of, or involvement in, litigation;

changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of shares of our Class A common stock available for public sale;

any significant change in our Board or management;

sales of substantial amounts of our Class A common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur;

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism including disruptions resulting from the conflict between Russia and Ukraine.

Broad market and industry factors may depress the market price of our Class A common stock irrespective of our operating performance.

The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected.

The trading prices and valuations of these stocks, and of our securities, may not be predictable.

A loss of investor confidence in the market for EV battery stocks or the stocks of other companies which investors perceive to be similar to SES could depress our stock price regardless of our business, prospects, financial conditions or results of operations.

A decline in the market price of our Class A common stock also could adversely affect its ability to issue additional securities and our ability to obtain additional financing in the future.

Our public warrants may never be in the money, and they may expire worthless.

The exercise price for our warrants is $11.50 per-share, subject

to adjustment, which exceeds the market price of our Class A common stock, which was $9.53 per-share based

on the closing price of our Class A common stock on the NYSE on March 28, 2022.

There can be no assurance that the public warrants will ever be in the money prior to their expiration and, as such, the warrants may expire worthless.

We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to the warrant holders, thereby making the warrants worthless.

We may redeem outstanding warrants (excluding any private placement warrants held by the Ivanhoe Capital Sponsor LLC (the “Sponsor”) or its permitted transferees) at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, provided that the last reported sales price (or the closing bid price of our Class A common stock in the event our Class A common stock is not traded on any specific trading day) of our Class A common stock equals or exceeds $18.00 per-share for

any 20 trading days within a 30 trading-day period

ending on the third business day prior to the date we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, there is an effective registration statement under the Securities Act covering the shares of our Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available.

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.

Redemption of the outstanding warrants could force a warrant holder:

(i) to exercise its warrants and pay the exercise price therefore at a time when it may be disadvantageous for it to do so, (ii) to sell its warrants at the then-current market price when it might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, will be substantially less than the market value of its warrants.

Warrants to purchase SES common stock became exercisable on March 3, 2022, which could increase the number of shares eligible for future resale in the public market and result in dilution to stockholders.

As of the closing of the Business Combination, there were 14,213,280 warrants outstanding.

Each warrant entitles its holder to purchase one share of Class A common stock at an exercise price of $11.50 per-share and

will expire at 5:00 p.m., New York time, five years after the closing of the Business Combination or earlier upon redemption of our Class A common stock or our liquidation.

To the extent warrants are exercised, additional shares of Class A common stock will be issued, which will result in dilution to our then existing stockholders 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 depress the market price of our Class A common stock.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future.

This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Class A common stock in the public market could occur at any 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.

We are party to a registration rights agreement with the SES Founder Group, the Sponsor and certain other holders of SES.

Although the SES Founder Group, the Sponsor and each other stockholder party to the registration rights agreement is prohibited from transferring any securities of SES until the earlier of the date that is 180 days following the Closing Date, these shares may be sold under a registration statement after the expiration or early termination or release of the respective applicable lock-up under

the registration rights agreement.

As restrictions on resale end and the registration statements are available for use, the market price of Class A common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Our ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our common stock.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors.

If no securities or industry analysts commence coverage of SES, our stock price would likely be less than that which would be obtained if we had such coverage and the liquidity, or trading volume of our common stock may be limited, making it more difficult for a stockholder to sell shares at an acceptable price or amount.

If any analysts do cover SES, their projections may vary widely and may not accurately predict the results we actually achieve.

The share price or our Class A common stock may decline our actual results do not match the projections of research analysts covering us.

Similarly, if one or more of the analysts who write reports on SES downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline.

If one or more of these analysts ceases coverage of SES or fails to publish reports on us regularly, our share price or trading volume could decline.

The SES Founder Group is a large and significant stockholder and, as a result, we are a “controlled company”, which exempts us from certain obligations to comply with certain corporate governance requirements.

As of March 28, 2022, the SES Founder Group owned approximately 12.8% of our outstanding common stock and 56.5% of the total voting power.

Accordingly, we are a “controlled company” for purposes of the NYSE listing requirements.

As such, we are exempt from the obligation to comply with certain corporate governance requirements, including the requirements that a majority of our board of directors must consist of independent directors, and that we have nominating and compensation committees that are each composed entirely of independent directors.

These exemptions do not modify the requirement for a fully independent audit committee.

If we cease to be a “controlled company,” we must comply with the independent board committee requirements as they relate to the nominating and compensation committees, subject to certain “phase-in” periods.

We are controlled or substantially influenced by the SES Founder Group, whose interests may conflict with other stockholders.

The concentrated ownership of our Class A common stock could prevent stockholders from influencing significant decisions.

The SES Founder Group has the ability to control the outcome of most matters requiring stockholder consent.

This was designed to help shepherd SES for long-term growth.

Moreover, for so long as it holds at least a majority of SES’s outstanding common stock, the SES Founder Group has the ability, through the Board, to control decision-making with respect to SES’s business direction and policies.

Matters over which the SES Founder Group, directly or indirectly, exercise control include:

the election of SES’s board of directors and the appointment and removal of our officers;

mergers and other business combination transactions requiring stockholder approval, including proposed transactions that would result in our stockholders receiving a premium price for their shares;

amendments to SES’s certificate of incorporation or increases or decreases in the size of our board of directors.

Even if the SES Founder Group’s ownership subsequently falls below 50%, the SES Founder Group may continue to be able to strongly influence or effectively control our decisions.

We may be subject to securities litigation, which is expensive and could divert management’s attention.

The share price of our Class A common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

SES may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on its business, financial condition, results of operations and prospects.

Any adverse determination in litigation could also subject us to significant liabilities.

Unresolved Staff Comments.

We currently utilize office

space at 1177 Avenue of the Americas, 5 th Floor, New York, NY 10036, from our Sponsor and the members of our management team

as our executive offices.

We consider our current office space adequate for our current operations.

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