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Item 1A. Risk Factors

2024-04-01 compared with 2023-04-06 · 1429 added, 1897 removed, 2 unchanged (100% of the section changed)

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, 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.

Associated with the Business Combination Agreement

may not be able to complete the proposed Business Combination with Complete Solaria.

If we are unable to do so, we will incur substantial

costs associated with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs.

connection with the Business Combination Agreement, we have incurred substantial costs researching, planning and negotiating the transaction.

These costs include, but are not limited to, costs associated with securing sources of debt financing, costs associated with employing

and retaining third-party advisors who performed the financial, auditing and legal services required to complete the transaction, and

the expenses generated by our officers, executives, managers and employees in connection with the transaction.

If, for whatever reason,

the transactions contemplated by the Business Combination Agreement fail to close, we will be responsible for these costs, but will have

no source of revenue with which to pay them.

We may need to obtain additional sources of financing in order to meet our obligations,

which we may not be able to secure on the same terms as our existing financing or at all.

If we are unable to secure new sources of financing

and do not have sufficient funds to meet our obligations, we will be forced to cease operations and liquidate the trust account.

the proposed Business Combination with Complete Solaria fails, it may be difficult to complete a business combination with a new prospective

target business, negotiate and agree to a new business combination, and/or arrange for new sources of financing by the end of the Extension

Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

researching, analyzing and negotiating with Complete Solaria took a substantial amount of time and effort, and if the proposed Business

Combination with Complete Solaria fails for any reason, we may not be able to find, research, negotiate and agree to terms with, and/or

arrange for new sources of financing for a business combination with, a new prospective target business during the Extension Period,

in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

Associated with Our Business Strategy and Business Combination

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.

are a blank check company incorporated under the laws of the Cayman Islands and all of our activities to date have been related to our

formation, our initial public offering and our search for a business combination target.

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.

to complete our initial business combination, we will never generate any operating revenues.

performance by our management team, directors, advisors and their respective 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.

regarding our management team, directors, advisors and their respective affiliates, including investments and transactions in which they

have participated and businesses with which they have been associated, is presented for informational purposes only.

Not all of the businesses

in which our management team directors, advisors or their respective affiliates have invested have achieved the same level of value creation.

Any past experience and performance by our management team, directors, advisors and their respective affiliates and the businesses with

which they have been associated, is not a guarantee that we will be able to successfully complete 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 directors, advisors and their respective 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 directors, advisors or their respective 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.

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

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 securities 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 regarding

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

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

Accordingly, any shareholders

or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in

the value of their securities.

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

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.

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 criteria and 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 applicable

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 are unable

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

and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders

from a financial point of view.

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

business combination is fair to our company from a financial point of view.

While we have obtained a fairness opinion with respect to

the proposed Business Combination with Complete Solaria, if the transaction is not consummated and we seek to effectuate a business combination

with another target and 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.

have engaged or intend to engage one or more of the underwriters of our initial public offering or their affiliates to provide additional

services to us, including to act as financial advisor in connection with an initial business combination or as placement agent in connection

with a related financing transaction.

The underwriters of our initial public offering are entitled to receive deferred commissions that

will be released from the trust only on a completion of an initial business combination.

These financial incentives may cause the underwriters

to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the

consummation of an initial business combination.

have engaged or intend to engage one or more of the underwriters of our initial public offering or their affiliates to provide additional

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

in a private offering or arranging debt financing.

We will pay the underwriters or their affiliates fair and reasonable fees or other

compensation that would be determined at that time in an arm’s length negotiation.

The underwriters are also entitled to receive

deferred commissions that are conditioned on the completion of an initial business combination.

The fact that the underwriters or their

affiliates’ financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts

of interest in providing any such additional services to us, including potential conflicts of interest in connection with the consummation

of an initial business combination.

may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record

of revenue or earnings.

the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking

an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which

These risks include investing in a business without a proven business model and with limited historical financial data, volatile

revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.

Although our officers and directors

will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all

of the significant risk factors and we may not 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

may attempt to complete our initial business combination with a private company about which little information is available, which may

result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our 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.

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.

may choose to incur substantial debt to complete our initial business combination.

We 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

As such, no issuance of debt will affect the per-share amount available for redemption from the trust account.

Nevertheless,

the incurrence of debt could have a variety of negative effects, including:

and foreclosure on our assets if our operating revenues after an initial business combination

are insufficient to repay our debt obligations;

● acceleration

of our obligations to repay the indebtedness even if we make all principal and interest payments

when due if we breach certain covenants that require the maintenance of certain financial

ratios or reserves without a waiver or renegotiation of that covenant;

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

ability to obtain such financing while the debt is outstanding;

inability to pay dividends on our Class A ordinary shares;

a substantial portion of our cash flow to pay principal and interest on our debt, which will

reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,

capital expenditures, acquisitions and other general corporate purposes;

● limitations

on our flexibility in planning for and reacting to changes in our business and in the industry

in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, execution of our strategy and other purposes and other disadvantages

compared to our competitors who have less debt.

search for a business combination, and any prospective partner business with which we ultimately consummate a business combination, may

be materially adversely affected by the coronavirus (COVID-19) pandemic and other events and the status of debt and equity markets.

may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have

meetings with potential investors or the prospective partner business’s personnel, vendors and services providers are unavailable

to negotiate and consummate a transaction in a timely manner.

The 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, the emergence of new COVID-19 variants 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 or other events (such

as the ongoing military conflict between Russia and Ukraine, terrorist attacks, natural disasters or a significant outbreak of other

infectious diseases) occur, our ability to consummate a business combination, or the operations of a prospective partner 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 (such

as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), 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.

outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Item 1A.-Risk Factors”

section, such as those related to the market for our securities and cross-border transactions.

may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement

warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.

lack of diversification may negatively impact our operations and profitability.

giving effect to the redemption of 23,256,504 Class A ordinary shares in connection with the Extension Amendment, we have approximately

$111,740,624 in our trust account that we may use to complete our initial business combination (after taking into account the $3,018,750

of deferred underwriting commissions being held in the trust account).

may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within

a short period of time.

However, 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

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

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

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

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

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete

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

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make

it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we

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

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,

they could negatively impact our profitability and results of operations.

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 profitably

operate such business.

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

will own or acquire less than 100% of the outstanding 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 business sufficient for us not to be required to register as an investment

company under the Investment Company Act.

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction

company owns or acquires 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

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the

outstanding capital stock, shares or other equity interests of a target, or issue a substantial number of new shares to third-parties

in connection with financing our initial business combination.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to such transaction could

own less than a majority of our issued and outstanding shares subsequent to such transaction.

In addition, other minority shareholders

may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares

than we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain control of the

target business.

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

In addition, reputational

harm to our officers and directors could have adverse consequences on our ability to operate or consummate a business combination.

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

We believe that

our success depends on the continued service of our officers and directors, 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

addition, certain of our officers and directors are currently, and may in the future be, a party to litigation, regulatory and other

government investigations and enforcement actions.

This includes enforcement proceedings initiated by the Swiss Financial Market Supervisory

Authority (FINMA) against Credit Suisse in September 2020, which covers the period during which certain of our officers and directors

were executives of Credit Suisse.

Whether or not such proceedings are determined adversely to our officers and directors, the negative

publicity and reputational harm associated with such proceedings may divert resources and the attention of management from our business

and adversely impact our ability to consummate a business combination.

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.

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.

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

departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination

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

ascertained at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain

associated with the post-combination company 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.

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

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

These agreements may

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

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

key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to

negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously

with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments

and/or our securities for services they would render to us after the completion of the business combination.

Such negotiations also could

make such key personnel’s retention or resignation a condition to any such agreement.

The personal and financial interests of such

individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman

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.

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.

any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer

a reduction in the value of their securities.

Such shareholders or warrant holders are unlikely to have a remedy for such reduction in

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.

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

at this time.

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated

with the post-combination business following our initial business combination, it is possible that members of the management of an acquisition

candidate will not wish to remain in place.

may issue additional Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon the conversion of the founder

shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions

contained in our amended and restated memorandum and articles of association.

Any such issuances would dilute the interest of our shareholders

and likely present other risks.

amended and restated memorandum and articles of association 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 preferred shares, par value $0.0001

As of December 31, 2022, there were 165,500,000 and 11,375,000 authorized but unissued Class A ordinary shares and Class B

ordinary shares, respectively, available for issuance which amounts do 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 concurrently with or immediately following the consummation of our initial business combination,

initially at a one-for-one ratio but subject to adjustment as set forth 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

As of December 31, 2022, there were no preferred shares issued and outstanding.

may issue a substantial number of additional Class A ordinary shares or preferred 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

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 in our amended and restated memorandum and articles of association or in connection with

the redemption of our public warrants.

However, 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 securities that would entitle the holders thereof

to (i) receive funds from the trust account or (ii) vote 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 vote.

The issuance of additional ordinary or preferred shares may:

● significantly

dilute the equity interest of holders of our Class A ordinary shares, which dilution would

increase in the anti-dilution provisions in the Class B ordinary shares result in the issuance

of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class

B ordinary shares;

● subordinate

the rights of holders of Class A ordinary shares if preferred shares are issued with rights

senior to those afforded our Class A ordinary shares;

a change in control if a substantial number of our 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;

the effect of delaying or preventing a change of control of us by diluting the share ownership

or voting rights of a person seeking to obtain control of us;

affect prevailing market prices for our units, Class A ordinary shares and/or warrants;

result in adjustment to the exercise price of our warrants.

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.

founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following 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 in our amended and restated memorandum and articles of

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 issued or deemed issued, by the Company in connection with 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, deemed 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.

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 are unable to complete 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.

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

If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed

transaction likely would not be recoverable.

Furthermore, we may fail to complete our initial business combination for any number of

reasons including those beyond our control.

Any such event will result in a loss to us of the related costs incurred, which could materially

adversely affect subsequent attempts to locate and acquire or merge with another business.

If we are unable to complete 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.

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.

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 and have agreed to vote in favor of our initial business combination.

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.

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.

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.

While we will hold a shareholder vote to approve our proposed Business Combination with Complete Solaria, if the

Business Combination is not consummated and we seek to effectuate a business combination with another target business, our board of directors

may complete such business combination without seeking shareholder approval, and then 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.

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.

initial shareholders own approximately 43.4% of our issued and outstanding ordinary shares (after giving effect to the redemption of

23,256,504 Class A ordinary shares in connection with the Extension Amendment).

Our initial shareholders and management team also may

from time to time purchase Class A ordinary shares prior to our initial business combination.

Our amended and restated memorandum and

articles of association provide that, if we seek shareholder approval 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.

As a result, in addition to our

initial shareholders’ founder shares, we would need 1,309,249, or 11.6%, of the 11,243,496 Class A ordinary shares to be voted

in favor of an initial business combination in order to have our initial business combination approved.

Accordingly, if we seek shareholder

approval of our initial business combination, the agreement by our 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.

do not have a specified maximum redemption threshold.

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.

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.

have amended our amended and restated memorandum and articles of association to extend the time to consummate an initial business combination,

and we cannot assure you that we will not seek to further amend our amended and restated memorandum and articles of association or governing

instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions

of their charters and governing instruments, including their warrant agreements.

For example, we have amended our amended and restated

memorandum and articles of association to extend the time to consummate an initial business combination, and other special purpose acquisition

companies have amended the definition of business combination, increased redemption thresholds and, with respect to their warrants, amended

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

Amending our amended and restated

memorandum and articles of association requires 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 (other than amendments

relating to the rights of holders of Class B ordinary shares to appoint or remove directors, which may be amended by a special resolution

passed by a majority of at least 90% of our ordinary shares voting in a general meeting), and amending our warrant agreement will require

a vote of holders of at least 65% 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, at least 65% of the then outstanding

private placement warrants.

In addition, our amended and restated memorandum and articles of association require us to provide our public

shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum

and articles of association (A) 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 have not consummated an initial business combination during the Extension

Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through our

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

We cannot assure you

that we will not seek to further amend our amended and restated memorandum and articles of association or governing instruments or extend

the time to consummate an initial business combination in order to effectuate our initial business combination.

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 who attend and vote at a general meeting of the company 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 and trust agreement to facilitate

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

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 our initial public offering and the sale of the private placement warrants into the

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

as described herein) may be amended if approved by special resolution 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 (other than amendments

relating to the rights of holders of Class B ordinary shares to appoint or remove directors, which may be amended by a special resolution

passed by a majority of at least 90% of our ordinary shares voting in a general meeting), 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 who attend

and vote at a general meeting of the company.

Our initial shareholders, who collectively beneficially own 43.4% of our ordinary shares

(after giving effect to the redemption of 23,256,504 Class A ordinary shares in connection with the Extension Amendment), may participate

in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and 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 that 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.

initial shareholders, sponsor, officers and directors 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 have not consummated

an initial business combination during the Extension Period or (B) with respect to any other material 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 earned on the funds held in the trust account and not previously released to us to pay our taxes,

divided by the number of then outstanding public shares.

Our shareholders are not parties to, or third-party beneficiaries of, these

agreements and, as a result, will not have the right to approve any waiver to these agreements and 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.

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 or prevent us from completing

the most desirable business combination or optimizing our capital structure.

connection with the Extension Amendment, our public shareholders elected to redeem 23,256,504 Class A ordinary shares.

After giving effect

to those redemptions, we have approximately $111,740,624 in our trust account (after taking into account the $3,018,750 of deferred underwriting

commissions being held in the trust account).

The amount of the deferred underwriting commissions payable to the underwriters will not

be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount

is not available for us to use as consideration in an initial business combination.

Furthermore, in no event will we redeem our public

shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than

$5,000,001 upon completion of our initial business combination, or any greater net tangible asset or cash requirement that may be contained

in the agreement relating to our initial business combination.

Consequently, if accepting all properly submitted redemption requests

would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon completion

of our initial business combination, we would not proceed with such redemption of our public shares and the related business combination,

and we may instead search for an alternate business combination.

If we do not consummate the proposed Business Combination with Complete

Solaria and we seek to effectuate a business combination with another target, then we may seek to enter into a business combination transaction

agreement with a minimum cash requirement.

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, then the probability that our

initial business combination would be unsuccessful is increased.

If too many public shareholders exercise their redemption rights, then

we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.

Alternatively,

we may seek 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

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.

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

combination transaction with us.

If we are able to consummate an initial business combination, the per-share value of shares held by

non-redeeming shareholders will reflect our obligation to pay the 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.

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.

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.

we must furnish our shareholders with the target business’s financial statements, we may lose the ability to complete an otherwise

advantageous initial business combination with some prospective target businesses.

federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and

pro forma financial statement disclosure.

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

requirement that we complete our initial business combination during the Extension Period may give potential target businesses leverage

over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business

combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial

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

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

our initial business combination during the Extension Period.

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.

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination

on terms that we would have rejected upon a more comprehensive investigation.

the funds available to us outside the trust account to fund our working capital requirements are insufficient to allow us to operate

for at least the Extension Period, 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 December 31, 2022, we had $72,923 available to us outside the trust account to fund our working capital requirements.

On each of April

1, 2022 and June 6, 2022, we issued an unsecured promissory note in the amount of up to $500,000 to our sponsor;

on December 14, 2022,

we issued an unsecured promissory note in the amount of up to $325,000 to Tidjane Thiam, the Company’s Executive Chairman, Adam

Gishen, the Company’s Chief Executive Officer, Edward Zeng, a director of the Company, and Abhishek Bhatia, a board observer of

the Company (collectively, the “Convertible Notes”).

The Convertible Notes may be drawn down from time to time until we complete

our initial business combination for general working capital purposes, as further described in “Item 7.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In addition, on February

28, 2023, we issued to our sponsor an unsecured promissory note in the amount of up to $2,100,000, $1,600,000 of which was drawn

down immediately, $400,000 of which may be drawn down, with the mutual consent of us and our sponsor, if we wish to

extend the date by which we will consummate a business combination beyond June 2, 2023, and $100,000 of which may be drawn down on an

as-needed basis at the discretion of our sponsor, to be used for general working capital purposes, as further described in “Item

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Promissory

Note.” We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate for at

least the Extension Period;

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.

have in the past and may in the future 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, or invest in, us in such circumstances.

Any such loans may be repaid only from funds held outside the trust account or from

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

After giving effect to the $1,325,000 principal amount of Convertible

Notes, up to $675,000 of additional 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.

Such warrants would be identical to the private placement warrants.

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 are unable to complete 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.

in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and

complete an initial business combination.

market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and

our management team.

Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged

for such policies have generally increased and the terms of such policies have generally become less favorable.

These trends may continue

into the future.

increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive

for us to negotiate and complete an initial business combination.

In order to obtain directors and officers liability insurance or modify

its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense and/or

accept less favorable terms.

Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse

impact on the post-business combination’s ability to attract and retain qualified officers and directors.

addition, after completion of any initial business combination, our directors and officers could be subject to potential liability from

claims arising from conduct alleged to have occurred prior to such initial business combination.

As a result, in order to protect our

directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims

(“run-off insurance”).

The need for run-off insurance would be an added expense for the post-business combination entity

and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

may be 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.

target businesses with enterprise values that are greater than we could acquire solely with the net proceeds of our initial 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 and pay deferred underwriting commissions,

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 are unable to complete 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.

to secure additional financing could have a material adverse effect on the continued development or growth of the target business.

of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business

may not be able to complete our initial business combination during the Extension Period, in which case we would cease all operations

except for the purpose of winding up and we would redeem our public shares and liquidate.

may not be able to find a suitable target business and complete our initial business combination during the Extension Period.

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 COVID-19 pandemic continues to grow both in the U.S.

and globally and,

while the extent of the impact of the pandemic on us 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 COVID-19 pandemic may negatively impact businesses we may seek to

If 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

earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses),

divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights

as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,

subject, in 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 law.

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

the net proceeds of our initial public offering and the sale of the private placement warrants 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.

However, because we have net tangible assets in excess of $5,000,000 as of the completion of

our initial public offering and the sale of the private placement warrants and we 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 as Rule 419.

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

Among other things, this means

our units were immediately tradable and we have a longer period of time to complete our initial business combination than do companies

subject to Rule 419.

Moreover, if our initial public offering were subject to Rule 419, that rule would have prohibited the release of

any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection

with our completion of an initial business combination.

of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete

our initial business combination.

If we are unable to complete 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.

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.

Additionally, the

number of blank check companies looking for business combination targets has increased compared to recent years and many of these blank

check companies are sponsored by entities or persons that have significant experience with completing business combinations.

believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the

sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are

sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing

the acquisition of certain target businesses.

Furthermore, we are obligated to offer holders of our public shares the right to redeem

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

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

Any of these obligations

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

If we are unable to complete 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, which may only be $10.00 per share or possibly less in certain circumstances, and our warrants

will expire worthless.

the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial

business combination.

This could increase the costs associated with completing our initial business combination and may result in our

inability to find a suitable target for our initial business combination.

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

Many companies have

entered into business combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies

seeking targets for their initial business combination, as well as many additional special purpose acquisition companies currently in

registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to

identify a suitable target for an initial business combination.

addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available

targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target

companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry

sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or operate

targets post-business combination.

This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a

suitable target for and/or complete our initial business combination.

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

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

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

if we conduct extensive 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 with a particular target business that it would be possible to uncover all material issues through

a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment

or other charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected

risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis.

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 or

warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the

value of their securities.

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

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

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

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

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 an 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.

Marcum LLP, our independent registered public accounting firm,

and certain underwriters of our initial public offering will not execute agreements with us waiving such claims to the monies held in

the trust account.

of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant

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

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

there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,

any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Upon redemption

of our public shares, if we have not 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.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than Marcum

LLP, our independent registered public accounting firm) 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 public share due to reductions

in the value of the trust assets, in each case 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 our initial 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 substantially 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.

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

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

However, our officers and directors have

agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against

the trust account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i)

we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our obligation to indemnify

our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their

fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and

directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s

investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors

pursuant to these indemnification provisions.

securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value

of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

proceeds held in the trust account will be invested only in 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.

government treasury obligations.

While short-term U.S.

government 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 that we do not to complete our initial business combination or make certain amendments

to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share

of the proceeds held in the trust account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest

income to pay dissolution expenses).

Negative interest rates could reduce the value of the assets held in trust such that the per-share

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

after we distribute the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such

proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby

exposing the members of our board of directors and us to claims of punitive damages.

after we distribute the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed

under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent

conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.

In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith,

thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing

the claims of creditors.

before distributing the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority

over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with

our liquidation may be reduced.

before distributing the funds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary

bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the trust account could be subject to

applicable bankruptcy or insolvency 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.

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

the trust account available for distribution to our public shareholders.

the event that the funds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount

per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share

due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy

its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine

whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent

directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible

that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in

any particular instance if, 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 per share.

SEC has recently issued proposed rules relating to certain activities of special purpose acquisition companies.

Certain of the procedures

that we, a potential business combination target or others may determine to undertake in connection with such proposals may increase

our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete

an initial business combination.

The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the

Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to disclosures

in SEC filings in connection with business combination transactions between special purpose acquisition companies such as us and private

operating companies;

the financial statement requirements applicable to transactions involving shell companies;

the use of projections

by special purpose acquisition companies in SEC filings in connection with proposed business combination transactions;

the potential

liability of certain participants in proposed business combination transactions;

and the extent to which special purpose acquisition

companies could become subject to regulation under the Investment Company Act, including a proposed rule that would provide special purpose

acquisition companies a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a special purpose

acquisition company’s duration, asset composition, business purpose and activities.

The SPAC Rule Proposals have not yet been

adopted, and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on special

purpose acquisition companies.

Certain of the procedures that we, a potential business combination target or others may determine to

undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals,

may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances under

which we could complete an initial business combination.

The need for compliance with the SPAC Rule Proposals may cause us to liquidate

the funds in the trust account or liquidate the Company at an earlier time than we might otherwise choose.

Were we to liquidate, our

warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined

company, including potential price appreciation of our securities.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

To mitigate the

risk of being deemed to be an investment company for purposes of the Investment Company Act, we may instruct trustee of the trust account

to liquidate the securities held in the trust account and instead hold all funds in the trust account in a bank deposit account.

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.

In addition, we may have imposed upon us burdensome requirements,

● registration

as an investment company with the SEC;

of a specific form of corporate structure;

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

that we are currently not subject to.

order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must

ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities

do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our

assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business 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 resell or profit from their resale.

We do not plan to buy unrelated businesses or assets or to be a passive

described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which special purpose acquisition

companies such as us could potentially be subject to the Investment Company Act and the regulations thereunder.

The SPAC Rule Proposals

would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A)

of the Investment Company Act, provided that a special purpose acquisition company satisfies certain criteria, including a limited time

period to announce and complete a de-SPAC transaction.

Specifically, to comply with the safe harbor, the SPAC Rule Proposals

would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company

for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering.

The company would then be required to complete its initial business combination no later than 24 months after the effective date of the

registration statement for its initial public offering.

is currently some uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company.

completed our initial public offering in March 2021 and have operated as a blank check company searching for a target business with which

to consummate a business combination since such time.

As a result, it is possible that a claim could be made that we have been operating

as an unregistered investment company.

amounts held in the trust account have, since our initial public offering and until the 24-month anniversary of our initial public offering,

been invested only 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.

The longer that the funds in the trust account are held

government securities or in money market funds invested exclusively in such securities, the greater risk that we may be considered

an unregistered investment company, in which case we may be required to liquidate.

To mitigate the risk of us being deemed to have been

operating as an unregistered investment company, prior to the 24-month anniversary of the consummation of our initial public

offering, we instructed Continental, the trustee with respect to the trust account, to liquidate the U.S.

government treasury obligations

or money market funds held in the trust account and to hold all funds in the trust account in cash in a bank deposit account.

on the bank deposit account is variable and yields materially less than the trust account’s prior investments in U.S.

treasury obligations and money market funds.

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 are unable to complete

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.

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 have not consummated an initial business combination during the Extension Period or (B)

with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity;

(iii) absent an initial business combination during the Extension Period, our return of the funds held in the trust account to our public

shareholders as part of our redemption of the public shares.

warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement

regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff

Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Statement”).

Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business

combination, which terms are similar to those contained in the warrant agreement governing our warrants.

a result, included on our consolidated balance sheet as of December 31, 2022 contained elsewhere in this Annual Report are

derivative liabilities related to embedded features contained within our warrants.

Accounting Standards Codification 815,

“Derivatives and Hedging” (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance

sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the

statements of operations.

As a result of the recurring fair value measurement, our financial statements and results of operations

may fluctuate quarterly based on factors which are outside of our control.

Due to the recurring fair value measurement, we expect

that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses

could be material.

have identified a material weakness in our internal control over financial reporting.

This material weakness could continue to adversely

affect our ability to report our results of operations and financial condition accurately and in a timely manner.

management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose

any changes and material weaknesses identified through such evaluation in those internal controls.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this Annual Report, we determined that a

material weakness exists in our internal control over financial reporting related to the accounting for complex financial instruments,

accrued expenses and accounts payable, and foreign exchange transactions.

As a result of this material weakness, our management concluded

that our internal control over financial reporting was not effective as of December 31, 2022.

This material weakness resulted in a material

misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit

and related financial disclosures.

respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation

and improvement of our internal control over financial reporting.

While we have processes to identify and appropriately apply applicable

accounting requirements, we are enhancing these processes to better evaluate our research and understanding of the nuances of the complex

accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials

and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting

applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives

will ultimately have the intended effects.

failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations

on a timely and accurate basis.

If our financial statements are not accurate, investors may not have a complete understanding of our

Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations

by the stock exchange on which our ordinary shares are listed, the SEC or other regulatory authorities.

In either case, there could result

a material adverse effect on our business.

Failure to timely file will cause us to be ineligible to utilize short form registration statements

on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue

shares to effect an acquisition.

Ineffective internal controls could also cause investors to lose confidence in our reported financial

information, which could have a negative effect on the trading price of our securities.

can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified

or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement

and maintain adequate internal control over financial reporting or circumvention of these controls.

In addition, even if we are successful

in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify

irregularities or errors or to facilitate the fair presentation of our financial statements.

Our independent registered public accounting

firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going

In connection with our assessment of going concern

considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Update 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that if we are unable to complete

a business combination during the Extension Period, then we will cease all operations except for the purpose of liquidating.

for mandatory liquidation and subsequent dissolution, as well as our liquidity condition, raise substantial doubt about our ability to continue as a going concern.

The financial

statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going

We may face litigation and other risks as a

result of the material weakness in our internal control over financial reporting.

As a result of the material weakness described

Controls and Procedures,” we face potential for litigation or other disputes which may include, among others,

claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses

in our internal control over financial reporting and the preparation of our financial statements.

As of the date of this Annual Report,

we have no knowledge of any such litigation or dispute.

However, we can provide no assurance that such litigation or dispute will not

arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business,

results of operations and financial condition or our ability to complete our initial business combination.

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.

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.

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 controls 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.

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 will be required to comply with certain SEC and other legal requirements,

our business combination may be contingent on our ability to comply with certain laws and regulations and any post-business combination

company may be subject to additional laws and regulations.

Compliance with, and monitoring of, applicable laws and regulations may be

difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to

time, including as a result of changes in economic, political, social and government policies, and those changes could have a material

adverse effect on our business, including our ability to negotiate and complete our initial business combination, 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.

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 deal.

Sophisticated and

deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the

cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

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

Risks Associated with Our Securities and Redemption

The 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 units, Class A ordinary shares and warrants

are listed on the NYSE.

We cannot assure you that our securities 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 initial 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

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s

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

the listing of our securities on the NYSE.

For instance, in order for our Class A ordinary shares to be listed upon the consummation of

our initial business combination, at such time, our share price would generally be required to be at least $4.00 per share, our global

market capitalization would be required to be at least $200 million, the aggregate market value of publicly-held shares would be required

to be at least $100 million and we would be required to have at least 400 round lot holders.

We cannot assure you that we will be able

to meet those initial listing requirements at that time.

If the NYSE delists any of our securities from

trading on its exchange and we are not able to list such 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 cou ld

face significant material adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A ordinary shares are a “penny stock” which will

require brokers trading in our Class A ord inary 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 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 and our Class A ordinary shares and warrants are listed on the NYSE, our units,

Class A ordinary shares and warrants qualify as covered securities under the statute.

Although the states are preempted from regulating

the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and,

if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies,

other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,

or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

Further, if we were no longer

listed on 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.

Our initial shareholders control a substantial

interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do

Our initial shareholders own approximately 20%

of our issued and outstanding ordinary shares and only holders of Class B ordinary shares will have the right to appoint or remove directors

in any general meeting held prior to or in connection with the completion of our initial business combination.

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 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.

that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary

In addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each

of which will generally serve for a term of three years with only one class of directors being appointed in each year.

We may not hold

an annual general meeting to appoint or remove new directors prior to the completion of our initial business combination, in which case

all of the current directors will continue in office until at least the completion of the business combination.

If there is an annual

general meeting prior to our initial business combination, as a consequence of our “staggered” board of directors, only a

minority of the board of directors will be considered for appointment and our initial shareholders, because of their ownership position,

will control the outcome.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination

without the prior written consent of NextG.

Accordingly, our initial shareholders will continue to exert control at least until the completion

of our initial business combination.

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 appoint directors.

In accordance with NYSE corporate governance requirements,

we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE.

There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors.

hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs

with management.

Our board of directors is divided into three classes with only one class of directors being appointed in each year and

each class (except for those directors appointed prior to our first 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 appointment of directors until after the

consummation 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

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 preferred 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.

Our letter agreement with our initial shareholders,

sponsor, officers and directors, subscription agreements, and registration rights agreement may be amended without shareholder approval.

Our letter agreement with our initial shareholders,

sponsor, officers and directors contains 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, subscription agreements, and the registration rights agreement may be amended, and provisions therein may be waived,

without shareholder approval.

On June 6, 2022, we amended our letter agreement to permit us to pay China Bridge Capital, which is an affiliate

of NextG, for certain advisory services and investment banking services to us in connection with a potential business combination.

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 have not consummated an initial business

combination during the Extension Period or (B) with respect to any other material 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 during the Extension Period, subject to applicable law and as further described herein.

In no other circumstances will a public

shareholder have any right or interest of any kind in the trust account.

Holders of warrants will not have any right to the funds 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.

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.

Despite 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.

See the section of this

Annual Report entitled “Item 1.

Business— Delivering Share Certificates in Connection with the Exercise of Redemption Rights.”

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 provide that a public shareholder, together with any affiliate

of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under

Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the

shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent.

we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial

business combination.

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business

combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally,

you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

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.

If we are unable to consummate our initial business

combination within the allotted time period, our public shareholders may be forced to wait beyond the Extension Period before redemption

from our trust account.

If we are unable to consummate our initial business

combination within the allotted time period, the funds then on deposit in the trust account, including interest earned on the funds held

in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund the

redemption of our public shares, as further described herein.

Any redemption of public shareholders from the trust account will be effected

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

are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part

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

In that case, investors may be forced to wait beyond the allotted time period before the redemption proceeds of our trust account

become available to them, and they receive the return of their pro rata portion of the funds from our trust account.

We have no obligation

to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business

combination or amend certain provisions of our amended and restated memorandum and articles of association and only then in cases where

investors have properly sought to redeem their Class A ordinary shares.

Only upon our redemption or any liquidation will public shareholders

be entitled to distributions if we are unable to complete our initial business combination within the required time period and do not

amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

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 of business.

a liquidator could seek to recover some or all amounts received by our shareholders.

Furthermore, our directors may be viewed as having

breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company

to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that

claims will not be brought against us for these reasons.

We and our directors and officers who knowingly and willfully authorized or permitted

any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course

of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

You will not be permitted to exercise your warrants

unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.

If the issuance of the Class A ordinary shares

upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable

state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire

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.

We have not registered, and will not register

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 our commercially reasonable efforts to file with the SEC a registration

statement covering the registration under the Securities Act of the issuance of the Class A ordinary shares issuable upon exercise of

the warrants and thereafter will use our 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 or redemption 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, complete 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 which

case the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on a formula

subject to a maximum number of shares equal to 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 a “covered security”

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;

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 our 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.

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.

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 that was entered into

concurrently with the consummation of our initial public offering, our initial shareholders and their permitted transferees can demand

that we register the resale of 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 resale of 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 resale of such warrants or the Class A ordinary shares issuable upon exercise of such warrants.

We will bear 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 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 65% of the then outstanding public

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 are issued in registered form under

a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.

The warrant agreement provides that

the terms of the 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 65% 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 65% of the then outstanding public warrants approve of such amendment.

our ability to amend the terms of the public warrants with the consent of at least 65% 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 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 (net of redemptions), and

(iii) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading

day prior to the day on which we consummate our initial business combination (such price, 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, and the $10.00 and $18.00 per share redemption trigger prices will

be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

This may make it more difficult for us to consummate an initial business combination with a target business.

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 the outstanding

warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things,

the last reported sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions,

share capitalizations, reorganizations, recapitalizations and the like) 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 the notice of redemption to the warrant holders (the “Reference Value”).

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 as described above could

force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so,

(ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal

redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the

Market Value of your warrants.

None of the private placement warrants will be redeemable by us so long as they are held by our sponsors

or their permitted transferees.

In addition, we have the ability to redeem the

outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among

other things, the Reference Value equals or exceeds $10.00 per share (as adjusted).

In such a case, the holders will be able to exercise

their warrants prior to redemption for a number of our 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 of our Class A

ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

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 have issued warrants to purchase 8,625,000

Class A ordinary shares and, simultaneously with the closing of our initial public offering, we issued in a private placement an aggregate

of 6,266,667 private placement warrants, at $1.50 per warrant.

In addition, as described in “Item 7.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” our sponsor and its affiliates

made working capital loans to us in the aggregate amount of $1,325,000, which are convertible into 883,333 private placement warrants,

at a price of $1.50 per warrant.

If our sponsor makes any additional working capital loans, it may convert those loans into up to an additional

450,000 private placement warrants, at the price of $1.50 per warrant.

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-fourth of one

redeemable 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-fourth of one redeemable

Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole warrants

If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,

round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.

This is different from

other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share.

We have established

the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination

since the warrants will be exercisable in the aggregate for one-fourth 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 business combination 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.

Investing in our securities

involves a high degree of risk.

You should carefully consider the risks and uncertainties described below together with all of the other

information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes appearing

in Part II, Item 8 of this Annual Report on Form 10-K and in the section titled “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” before deciding to invest in our securities.

If any of the events or developments described

below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of

our securities could decline, and you could lose all or part of your investment.

The risks and uncertainties described below are not the

only ones we face.

Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also

adversely affect our business.

You should not interpret

our disclosure of any of the following risks to imply that such risks have not already materialized.

Risks Related to our Businesses and Industry

Our business depends

in part on the availability of rebates, tax credits and other financial incentives.

The expiration, elimination or reduction of these

rebates, credits or incentives or the ability to monetize them could adversely impact our business.

federal, state and local

government bodies provide incentives to end users, distributors, system integrators and manufacturers of solar energy systems to promote

solar electricity in the form of rebates, tax credits and other financial incentives such as system performance payments, payments for

renewable energy credits associated with renewable energy generation and the exclusion of solar energy systems from property tax assessments.

These incentives enable us to lower the price charged to customers for energy and for solar energy systems.

However, these incentives

may expire on a particular date, end when the allocated funding is exhausted or be reduced or terminated as solar energy adoption rates

These reductions or terminations often occur without warning.

The Inflation Reduction Act

(“IRA”) extended and modified prior law applicable to tax credits that are available with respect to solar energy systems.

Under the IRA, the following credits are available:

(i) a production tax credit under Code Section 44 (for facilities that begin construction

before January 1, 2025) and Code Section 45Y (for facilities that begin construction between January 1, 2025 and the year that is four

calendar years after the year in which certain U.S.

greenhouse gas emissions percentages are met) (the “PTC”) in connection

with the installation of certain solar facilities and energy storage technology, (ii) an investment tax credit under Code Section 48 (for

facilities that begin construction before January 1, 2025) and Code Section 48E (for facilities that begin construction between January

1, 2025 and the year that is four calendar years after the year in which certain U.S.

greenhouse gas emissions percentages are met) (the

“ITC”) in connection with the installation of certain solar facilities and energy storage technology, and (iii) a residential

clean energy credit (the “Section 25D Credit”) in connection with the installation of property that uses solar energy to generate

electricity for residential use.

Prior to the IRA, the PTC

for solar facilities had phased out and was no longer available.

The IRA reinstated the PTC for solar facilities.

The PTC available to

a taxpayer in a taxable year is equal to a certain rate multiplied by the kilowatt hours of electricity produced by the taxpayer from

solar energy at a facility owned by it and sold to an unrelated party during that taxable year.

The base rates for the PTC is 0.3 cents.

This rate is increased to 1.5 cents for projects that (i) have a maximum net output of less than one MW AC, (ii) begin construction before

January 29, 2023, or (iii) meet certain prevailing wage and apprenticeship requirements.

It also may be increased for projects that include

a certain percentage of components that were produced in the U.S., projects that are located in certain energy communities, and projects

that are located in low-income communities.

The ITC available to a taxpayer

in a taxable year is equal to the “energy percentage” of the basis of “energy property” placed in service by the

taxpayer during that taxable year.

“Energy property” includes equipment that uses solar energy to generate electricity (including

structural components that are necessary to the functioning of a solar facility as a whole) and certain energy storage systems (including

batteries included as part of or adjacent to a solar facility).

The base “energy percentage” for the ITC is 6%.

percentage is increased to 30% for projects that (i) have a maximum net output of less than one MW AC, (ii) begin construction before

January 29, 2023, or (iii) meet certain prevailing wage and apprenticeship requirements.

It also may be increased for projects that include

a certain percentage of components that were produced in the U.S., projects that are located in certain energy communities, and projects

that are located in low-income communities.

ITCs are subject to recapture if, during the five-year period after a facility is placed in

service, the facility is sold, exchanged, involuntarily converted, or ceases its business usage.

If the event that causes such recapture

occurs within the first year after a project is placed in service, 100% of the ITCs will be recaptured.

The recapture percentage is reduced

20% for each subsequent year.

Historically, we have utilized the ITC when available for both residential and commercial leases and power

purchase agreements, based on ownership of the solar energy system.

The Section 25D Credit available

to a taxpayer is equal to the “applicable percentage” of expenditures for property that uses solar energy to generate electricity

for use in a dwelling unit used as a residence by the taxpayer.

The applicable percentage is 26% for such systems that are placed in service

before January 1, 2022, 30% for such systems that are placed in service after December 31, 2021 and before January 1, 2033, 26% for such

systems that are placed in service in 2033, and 22% for such systems that are placed in service in 2034.

The Section 25D Credit is scheduled

to expire effective January 1, 2035.

Although it is unlikely that Complete Solaria would qualify for the Section 25D Credit, the availability

of the Section 25D Credit may impact the prices of its solar energy systems.

Reductions in, eliminations

of, or expirations of, governmental incentives could adversely impact results of operations and ability to compete in this industry by

increasing the cost of capital, causing us to increase the prices of our energy and solar energy systems and reduce the size of our addressable

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.

reporting company” and we cannot be certain if the reduced reporting requirements applicable to these companies will make our common

stock less attractive to investors.

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

As a result, our shareholders may not have access to certain information they may deem important.

We could be an emerging growth

company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our

Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of any June 30 before that time, in which case we would

no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities

less attractive as a result of our reliance 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.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period, which means that when

a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our

financial statements with another public company which is neither an emerging growth company nor an emerging growth company that 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 any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates

did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed $100 million during such completed fiscal

year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the prior June 30.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other

public companies difficult or impossible.

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.

Any person or entity purchasing

or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions

in our warrant agreement.

If any action, the subject matter of which is within the scope of the forum provisions of our 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:

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

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.

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.

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 are governed by our amended

and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time)

and the common law of the Cayman Islands.

We are also subject to the federal securities laws of the United States.

The rights of shareholders

to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under

Cayman Islands law are to a large extent governed by the common law of the Cayman 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

We have been advised by Maples and Calder, our

Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts

of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions

of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the

courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without

retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation

to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman

Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,

inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner,

or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive

or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court may stay enforcement proceedings if concurrent

proceedings are being brought elsewhere.

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.

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.

Risks Associated with Conflicts of Interest

Certain members of our management team may be

involved in and have a greater financial interest in the performance of other entities with which they are affiliated, and such activities

may create conflicts of interest in making decisions on our behalf.

Certain members of our management team may be

subject to a variety of conflicts of interest relating to their responsibilities to our sponsor and other entities with which they are

Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other

affiliated entities.

Such positions may create a conflict between the advice and investment opportunities provided to such entities and

the responsibilities owed to us.

The other entities in which such individuals may become involved may have investment objectives that

overlap with ours.

Furthermore, certain of our principals and employees may have a greater financial interest in the performance of such

other affiliated entities than our performance.

Such involvement may create conflicts of interest in sourcing investment opportunities

on our behalf and on behalf of such other entities.

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.

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.

Our officers may engage in other business endeavors for which he

or she may be entitled to, or otherwise expect to receive, substantial compensation or other economic benefit, 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’ and directors’ other business affairs require them to devote substantial amounts

of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which

may have a negative impact on our ability to complete our initial business combination.

For a complete discussion of our officers’

and directors’ other business affairs, please see “Item 10.

Directors, Executive Officers and Corporate Governance —

Directors and Executive Officers.”

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.

Until we consummate our initial business combination,

we intend to engage in the business of identifying and combining with one or more businesses.

Certain of our officers and directors presently

have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including NextG and other

entities affiliated with NextG, 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 sponsor, form, invest in or otherwise become involved with other special purpose acquisition companies similar to ours or

may pursue other business or investment ventures during the period in which we are seeking an initial business combination.

Any such companies,

businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

However, we do not

believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

For a complete discussion of our officers’

and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item

Directors, Executive Officers and Corporate Governance — Directors and Executive Officers,” “Item 10.

Executive Officers and Corporate Governance — Conflicts of Interest” and “Item 13.

Certain Relationships and Related

Party Transactions, and Director Independence.”

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.

In fact, we may enter into a business

combination with a target business that is affiliated with our sponsor, our directors or officers.

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.

We may engage in a business combination with

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

directors or existing holders, including businesses affiliated with NextG.

Our directors also serve as officers and board members for

other entities, including, without limitation, those described under “Item 10.

Directors, Executive Officers and Corporate Governance

— Conflicts of Interest.” Such entities may compete with us for business combination opportunities.

We may enter into a business

combination with an entity affiliated with our initial shareholders, officers, directors or existing holders if we determine that such

affiliated entity meets our criteria and guidelines for a business combination as set forth in “Item 1.

Business—Effecting

our Initial Business Combination—Sources of Target Businesses” and such transaction is approved by a majority of our independent

and disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm 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 initial shareholders, 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 of interest.

Moreover, we may, at our option, pursue an affiliated

joint acquisition opportunity with one or more affiliates of NextG or with other entities to which an officer or director has a fiduciary,

contractual or other obligation or duty.

Any such parties may co-invest with us in the target business at the time of our initial business

combination, or we could raise additional proceeds to complete the acquisition by issuing equity to any such parties, which may give rise

to certain conflicts of interest.

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.

On December 30, 2020, our sponsor paid $25,000,

or approximately $0.003 per share, to cover certain offering costs in exchange for 8,625,000 founder shares (retroactively adjusting for

the issuance of 1,437,500 founder shares resulting from a share dividend effected by the Company on February 25, 2021).

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.

Our initial shareholders collectively own approximately 20% of our issued and outstanding shares.

Our sponsor currently owns 8,502,500

founder shares and the independent directors each received 25,000 founder shares.

The founder shares will be worthless if we do not complete

an initial business combination.

In addition, our sponsor has purchased an aggregate

of 6,266,667 private placement warrants for an aggregate purchase price of $9,400,000, 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 deadline

nears for our completion of an initial business combination.

Our initial shareholders stand to make a substantial

profit on the founder shares even if an initial business combination subsequently declines in value or is unprofitable for our public

shareholders, and may have an incentive to recommend such an initial business combination to our shareholders.

Our initial shareholders paid an aggregate of

$25,000, or approximately $0.003 per founder share.

As a result of the low acquisition cost of our founder shares, our initial shareholders

could make a substantial profit even if we select and consummate an initial business combination with an acquisition target that subsequently

declines in value or is unprofitable for our public shareholders.

Thus, they may have more of an economic incentive for us to enter into

an initial business combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established

record of revenues or earnings, than would be the case if such parties had paid the full offering price for their founder shares.

Risks Associated with Tax Matters

We believe that we were a passive foreign investment

company, or “PFIC,” which could result in adverse U.S.

federal income tax consequences to U.S.

Because we are a blank check company, with no

current active business, we believe that we were a PFIC for our 2020, 2021 and 2022 taxable years.

If we were a PFIC for any taxable year

(or portion thereof) that is included in the holding period of a U.S.

investor that is a holder of our Class A ordinary shares or warrants,

investor may be subject to adverse U.S.

federal income tax consequences and may be subject to additional reporting requirements.

We will endeavor to provide to a U.S.

investor such information as the Internal Revenue Service (“IRS”) may require, including

a PFIC annual information statement, in order to enable the U.S.

investor to make and maintain a “qualified electing fund”

election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable

with respect to our warrants in all cases.

investors to consult their own tax advisors regarding the possible application

of the PFIC rules.

For a more detailed explanation, see the description under the caption “Taxation—United States Federal

Income Tax Considerations—Passive Foreign Investment Company Rules” in our final prospectus filed with the Securities and

Exchange Commission on March 1, 2021 pursuant to Rule 424(b)(4) under the Securities Act (File No.

We may reincorporate in another jurisdiction

in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.

We may, in connection with our initial business

combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target

company or business is located or in another jurisdiction.

The transaction may require a shareholder or warrant holder to recognize taxable

income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is

a tax transparent entity (or may otherwise result in adverse tax consequences).

We do not intend to make any cash distributions to shareholders

or warrant holders to pay such taxes.

Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect

to their ownership of us after the reincorporation.

There may be tax consequences to our business

combinations that may adversely affect us or our shareholders.

While we expect to undertake any merger or acquisition

so as to minimize taxes both to the acquired business and/or asset and us, such business combination might not meet the statutory requirements

of a tax-free reorganization, or the parties might not obtain the intended tax-free treatment upon a transfer of shares or assets.

or acquisition that does not qualify as a tax-free reorganization for U.S.

tax purposes could result in the imposition of substantial

Risks Associated with Acquiring and Operating a Business in Foreign

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.

In addition, 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;

● corruption;

● protection of intellectual property;

● social unrest, crime, strikes, riots and civil disturbances;

● regime changes and political upheaval;

● terrorist attacks and wars, including the ongoing military conflict between Russia and Ukraine;

● 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

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

After our initial business combination, substantially

all of our assets may be located in foreign countries and substantially all of our revenue will be derived from our operations in such

Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and

social conditions and government policies, developments and conditions in the countries in which we operate.

The economic, political and social conditions,

as well as government policies, of the countries in which our operations are located could affect our business.

Economic growth could

be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.

future such countries’ economies experience a downturn or grow 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’s ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S.

revenues and income would likely be received in a foreign currency or several foreign currencies, and the dollar equivalent of our net

assets and distributions, if any, could be adversely affected by reductions in the value of such foreign currencies.

The value of the

currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions.

change in the relative value of such currencies 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 or capital.

We are subject to changing laws 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 law.

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 activities.

Moreover, because these laws, regulations and

standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.

This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions

to our disclosure and governance practices.

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.

We employ a mail forwarding service, which may

delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to the Company and received at

its registered office will be forwarded unopened to the forwarding address supplied by the Company to be dealt with.

None of the Company,

its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman

Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability

to communicate with us.

as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act).

For as long as we continue to be an emerging growth company,

we intend to take advantage of exemptions from various reporting requirements that apply to other public companies that are not emerging

growth companies, including:

permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements,

with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

disclosure in our periodic reports;

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”)regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

from the requirements of holding nonbinding advisory stockholder votes on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

Under the JOBS Act, emerging growth companies can

also delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We have elected

to avail ourselves of this exemption from new or revised accounting standards and, therefore, will not be subject to the same new or revised

accounting standards as other public companies that are not emerging growth companies.

As a result, our financial statements may be different

from companies that comply with the new or revised accounting pronouncements as of public company effective dates.

We will remain an emerging

growth company until the earliest to occur of:

(1) the last day of the fiscal year in which we have at least $1.235 billion

in total annual gross revenues;

(2) the date we qualify as a “large accelerated filer,” with at least $700.0 million

of equity securities held by non-affiliates;

(3) the date on which we have issued more than $1.0 billion in non-convertible

debt securities during the prior three-year period;

and (4) the last day of the fiscal year ending after the fifth anniversary of

Even after we no longer qualify

as an emerging growth company, we may still qualify as a “smaller reporting company,” as defined in the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), which would allow us to continue to take advantage of many of the same exemptions

from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act and reduced disclosure obligations regarding executive compensation our periodic reports and proxy statements.

We cannot predict if investors

will find our securities less attractive because we may rely on these exemptions.

If some investors find our common stock less attractive

as a result, there may be a less active trading market for our securities and the trading price of our securities may be more volatile.

Existing regulations

and policies and changes to these regulations and policies may present technical, regulatory, and economic barriers to the purchase and

use of solar power products, which may significantly reduce demand for our products and services.

The market for electric generation

products is heavily influenced by federal, state and local government laws, regulations and policies concerning the electric utility industry

and abroad, as well as policies promulgated by electric utilities.

These regulations and policies often relate to electricity

pricing and technical interconnection of customer-owned electricity generation, and changes that make solar power less competitive with

other power sources could deter investment in the research and development of alternative energy sources as well as customer purchases

of solar power technology, which could in turn result in a significant reduction in the demand for our solar power products.

for electric generation equipment is also influenced by trade and local content laws, regulations and policies that can discourage growth

and competition in the solar industry and create economic barriers to the purchase of solar power products, thus reducing demand for our

solar products.

In addition, on-grid applications depend on access to the grid, which is also regulated by government entities.

We anticipate

that our solar power products and our installation will continue to be subject to oversight and regulation in accordance with federal,

state, local and foreign regulations relating to construction, safety, environmental protection, utility interconnection and metering,

trade, and related matters.

It is difficult to track the requirements of individual states or local jurisdictions and design equipment

to comply with the varying standards.

In addition, the U.S.

and European Union, among others, have imposed tariffs or are in the process

of evaluating the imposition of tariffs on solar panels, solar cells, polysilicon, and potentially other components.

These and any other

tariffs or similar taxes or duties may increase the price of our solar products and adversely affect our cost reduction roadmap, which

could harm our results of operations and financial condition.

Any new regulations or policies pertaining our solar power products may

result in significant additional expenses for our customers, which could cause a significant reduction in demand for our solar power products.

We rely on net metering

and related policies to offer competitive pricing to customers in many of our current markets and changes to net metering policies may

significantly reduce demand for electricity from residential solar energy systems.

Net metering is one of several

key policies that have enabled the growth of distributed generation solar energy systems in the U.S., providing significant value to customers

for electricity generated by their residential solar energy systems but not directly consumed on-site.

Net metering allows a homeowner

to pay his or her local electric utility for power usage net of production from the solar energy system or other distributed generation

Homeowners receive a credit for the energy an interconnected solar energy system generates in excess of that needed by the home

to offset energy purchases from the centralized utility made at times when the solar energy system is not generating sufficient energy

to meet the customer’s demand.

In many markets, this credit is equal to the residential retail rate for electricity and in other

markets, such as Hawaii and Nevada, the rate is less than the retail rate and may be set, for example, as a percentage of the retail rate

or based upon a valuation of the excess electricity.

In some states and utility territories, customers are also reimbursed by the centralized

electric utility for net excess generation on a periodic basis.

Net metering programs have

been subject to legislative and regulatory scrutiny in some states and territories including, but not limited to, California, New Jersey,

Arizona, Nevada, Connecticut, Florida, Maine, Kentucky, Puerto Rico and Guam.

These jurisdictions, by statute, regulation, administrative

order or a combination thereof, have recently adopted or are considering new restrictions and additional changes to net metering programs

either on a state-wide basis or within specific utility territories.

Many of these measures were introduced and supported by centralized

electric utilities.

These measures vary by jurisdiction and may include a reduction in the rates or value of the credits customers are

paid or receive for the power they deliver back to the electrical grid, caps or limits on the aggregate installed capacity of generation

in a state or utility territory eligible for net metering, expiration dates for and phasing out of net metering programs, replacement

of net metering programs with alternative programs that may provide less compensation and limits on the capacity size of individual distributed

generation systems that can qualify for net metering.

Net metering and related policies concerning distributed generation also received

attention from federal legislators and regulators.

In California, the California

Public Utilities Commission (“ CPUC ”) issued an order in 2016 retaining retail-based net metering credits for residential

customers of California’s major utilities as part of Net Energy Metering 2.0 (“ NEM 2.0 ”).

Under NEM 2.0, new

distributed generation customers receive the retail rate for electricity exported to the grid, less certain non-bypassable fees.

under NEM 2.0 also are subject to interconnection charges and time-of-use rates.

Existing customers who receive service under the prior

net metering program, as well as new customers under the NEM 2.0 program, currently are permitted to remain covered by them on a legacy

basis for a period of 20 years.

On September 3, 2020, the CPUC opened a new proceeding to review its current net metering policies and

to develop Net Energy Metering 3.0 (“ NEM 3.0 ”), also referred to by the CPUC as the NEM 2.0 successor tariff.

was finalized on December 15, 2022 and will include several changes from previous net metering plans.

There will be changes that impact

the amount that homeowners with solar power will be able to recuperate when selling excess energy back to the utility grid.

With NEM 3.0,

the value of the credits for net exports will be tied to the state’s 2022 Distributed Energy Resources Avoided Cost Calculator Documentation

Another significant change with NEM 3.0 will be applied to the netting period:

the time period over which

the utilities measure the clean energy being imported or exported.

In general, longer netting periods have typically been advantageous

for solar power customers because production can offset any consumption.

NEM 3.0 will instead measure energy using instantaneous netting,

which means interval netting approximately every 15 minutes.

This will lead to more NEM customers’ electricity registering as exports,

now valued at the new, lower ACC value.

We utilize a limited

number of suppliers of solar panels and other system components to adequately meet anticipated demand for our solar service offerings.

Any shortage, delay or component price change from these suppliers or delays and price increases associated with the product transport

logistics could result in sales and installation delays, cancellations and loss of market share.

We purchase solar panels,

inverters and other system components from a limited number of suppliers, which makes us susceptible to quality issues, shortages and

price changes.

If we fail to develop, maintain and expand relationships with existing or new suppliers, we may be unable to adequately

meet anticipated demand for our solar energy systems or may only be able to offer our systems at higher costs or after delays.

or more of the suppliers that we rely upon to meet anticipated demand ceases or reduces production, we may be unable to satisfy this demand

due to an inability to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms.

In particular, there are a

limited number of inverter suppliers.

Once we design a system for use with a particular inverter, if that type of inverter is not readily

available at an anticipated price, we may incur additional delay and expense to redesign the system.

In addition, production of

solar panels involves the use of numerous raw materials and components.

Several of these have experienced periods of limited availability,

particularly polysilicon, as well as indium, cadmium telluride, aluminum and copper.

The manufacturing infrastructure for some of these

raw materials and components has a long lead time, requires significant capital investment and relies on the continued availability of

key commodity materials, potentially resulting in an inability to meet demand for these components.

The prices for these raw materials

and components fluctuate depending on global market conditions and demand and we may experience rapid increases in costs or sustained

periods of limited supplies.

Despite efforts to obtain

components from multiple sources whenever possible, many suppliers may be single-source suppliers of certain components.

maintain long-term supply agreements or identify and qualify multiple sources for components, access to supplies at satisfactory prices,

volumes and quality levels may be harmed.

We may also experience delivery delays of components from suppliers in various global locations.

In addition, while there are alternative suppliers and service providers that we could enter into agreements with to replace its suppliers

on commercially reasonable terms, we may be unable to establish alternate supply relationships or obtain or engineer replacement components

in the short term, or at all, at favorable prices or costs.

Qualifying alternate suppliers or developing our own replacements for certain

components may be time-consuming and costly and may force us to make modifications to our product designs.

Our need to purchase supplies

globally and our continued international expansion further subjects us to risks relating to currency fluctuations.

Any decline in the

exchange rate of the U.S.

dollar compared to the functional currency of component suppliers could increase component prices.

the state of the financial markets could limit suppliers’ ability to raise capital if they are required to expand their production

to meet our needs or satisfy our operating capital requirements.

Changes in economic and business conditions, wars, governmental changes

and other factors beyond our control or which we do not presently anticipate, could also affect suppliers’ solvency and ability

to deliver components on a timely basis.

Any of these shortages, delays or price changes could limit our growth, cause cancellations or

adversely affect profitability and the ability to compete in the markets in which we operate effectively.

Our business substantially

focuses on solar service agreements and transactions with residential customers.

Our business substantially

focuses on solar service agreements and transactions with residential customers.

Our energy system sales to homeowners utilize power purchase

agreements (“ PPAs ”), leases, loans and other products and services.

We currently offer PPAs and leases through, EverBright,

LLC, and other financial institutions.

If we were unable to arrange new or alternative financing methods for PPAs and leases on favorable

terms, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

Changes in international

trade policies, tariffs, or trade disputes could significantly and adversely affect our business, revenues, margins, results of operations,

and cash flows.

On February 7, 2018, safeguard

tariffs on imported solar cells and modules went into effect pursuant to Proclamation 9693, which approved recommendations to provide

relief to U.S.

manufacturers and impose safeguard tariffs on imported solar cells and modules, based on the investigations, findings,

and recommendations of the U.S.

International Trade Commission (the “ International Trade Commission ”).

modules are subject to a tariff rate of 15%.

Cells are subjected to a tariff-rate quota, under which the first 2.5 GW of cell imports

each year will be exempt from tariffs, and cells imported after the 2.5 GW quota has been reached will be subject to the same 30% tariff

as modules in the first year, with the same 5% decline in each of the three subsequent years.

The tariff-free cell quota applies globally,

without any allocation by country or region.

The tariffs could materially

and adversely affect our business and results of operations.

While solar cells and modules based on interdigitated back contact technology

were granted exclusion from these safeguard tariffs on September 19, 2018, our solar products based on other technologies continue to

be subject to the safeguard tariffs.

Although we are actively engaged in efforts to mitigate the effect of these tariffs, there is no

guarantee that these efforts will be successful.

Uncertainty surrounding the

implications of existing tariffs affecting the U.S.

solar market and potential trade tensions between the U.S.

and other countries is

likely to cause market volatility, price fluctuations, supply shortages, and project delays, any of which could harm our business, and

the pursuit of mitigating actions may divert substantial resources from other projects.

Further, the Uyghur Forced Labor Prevention Act

may inhibit importation of certain solar modules or components.

In addition, the imposition of tariffs is likely to result in a wide range

of impacts to the U.S.

solar industry and the global manufacturing market, as well as our business in particular.

Such tariffs could materially

increase the price of our solar products and result in significant additional costs to the company, its resellers, and the resellers’

customers, which could cause a significant reduction in demand for the company’s solar power products and greatly reduce our competitive

If we fail to manage

operations and growth effectively, we may be unable to execute our business plan, maintain high levels of customer service or adequately

address competitive challenges.

We have experienced significant

growth in recent periods as measured by our number of customers;

we intend to continue efforts to expand our business within existing

and new markets.

This growth has placed, and any future growth may place, a strain on management, operational and financial infrastructure.

Our growth requires our management to devote a significant amount of time and effort to maintain and expand relationships with customers,

dealers and other third parties, attract new customers and dealers, arrange financing for growth and manage expansion into additional

In addition, our current and

planned operations, personnel, information technology and other systems and procedures might need to be revised to support future growth

and may require us to make additional unanticipated investments in its infrastructure.

Our success and ability to further scale our business

will depend, in part, on our ability to manage these changes in a cost-effective and efficient manner.

If we cannot manage operations

and growth, we may be unable to meet expectations regarding growth, opportunity and financial targets, take advantage of market opportunities,

execute our business strategies or respond to competitive pressures.

This could also result in declines in quality or customer satisfaction,

increased costs, difficulties in introducing new offerings or other operational difficulties.

Any failure to effectively manage our operations

and growth could adversely impact our reputation, business, financial condition, cash flows and results of operations.

We have international

activities and customers in the European Union, and plans to continue these efforts, which subjects us to additional business risks, including

logistical and compliance related complexity.

A portion of our sales are

made to customers outside of the U.S., and a substantial portion of our supply agreements are with supply and equipment vendors located

outside of the U.S.

We have solar cell and module production lines located at our outsourced manufacturing facilities in Thailand, Vietnam,

We are also considering other manufacturing locations.

Risks we face in conducting

business internationally include:

conflicting and changing laws and regulations, export and import restrictions, employment laws, data protection laws, environmental protection,

regulatory requirements, international trade agreements, and other government approvals, permits and licenses;

● difficulties

and costs in staffing and managing foreign operations as well as cultural differences;

● potentially

adverse tax consequences associated with current, future or deemed permanent establishment of operations in multiple countries;

uncertain legal systems, including potentially limited protection for intellectual property rights, and laws, changes in the governmental

incentives that we rely on, regulations and policies which impose additional restrictions on the ability of foreign companies to conduct

business in certain countries or otherwise place them at a competitive disadvantage in relation to domestic companies;

local infrastructure and developing telecommunications infrastructures;

risks, such as longer sales and payment cycles and greater difficulty collecting accounts receivable;

fluctuations, government-fixed foreign exchange rates, the effects of currency hedging activity, and the potential inability to hedge

currency fluctuations;

and economic instability, including wars, acts of terrorism, political unrest, boycotts, curtailments of trade and other business restrictions;

barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products

and make the company less competitive in some countries;

liabilities associated with compliance with laws (for example, the Foreign Corrupt Practices Act in the U.S.

and similar laws outside of the U.S.).

We have an organizational

structure involving entities globally.

This increases the potential impact of adverse changes in laws, rules and regulations affecting

the free flow of goods and personnel, and therefore heightens some of the risks noted above.

Further, this structure requires us to manage

our international inventory and warehouses effectively.

If we fail to do so, our shipping movements may not correspond with product demand

Unsettled intercompany balances between entities could result, if changes in law, regulations or related interpretations occur

in adverse tax or other consequences that affect capital structure, intercompany interest rates and legal structure.

If we are unable

to successfully manage any such risks, any one or more could materially and negatively affect our business, financial condition and results

of operations.

We have incurred losses

and may be unable to achieve or sustain profitability in the future.

We have incurred net losses

in the past and had an accumulated deficit of $354.9 million and $85.4 million as of December 31, 2023 and 2022, respectively.

continue to incur net losses as spending increases to finance the expansion of operations, installation, engineering, administrative,

sales and marketing staffs, spending increases on brand awareness and other sales and marketing initiatives and implement internal systems

and infrastructure to support the company’s growth.

We do not know whether revenue will grow rapidly enough to absorb these costs,

and our limited operating history makes it difficult to assess the extent of these expenses or their impact on results of operations.

Our ability to achieve profitability depends on a number of factors, including but not limited to:

the customer base;

● Maintaining

or further lowering the cost of capital;

the cost of components for our solar service offerings;

and maintaining our channel partner network;

our direct-to-consumer business to scale;

operating costs by lowering customer acquisition costs and optimizing our design and installation processes and supply chain logistics.

Even if we do achieve profitability,

we may be unable to sustain or increase profitability in the future.

A material drop in the

retail price of utility-generated electricity or electricity from other sources could adversely impact our ability to attract customers,

which would harm our business, financial condition, and results of operations.

We believe a homeowner’s

decision to buy solar energy from us is primarily driven by a desire to lower electricity costs.

Decreases in the retail prices of electricity

from utilities or other energy sources would harm our ability to offer competitive pricing and could harm its business.

The price of electricity

from utilities could decrease as a result of:

construction of a significant number of new power generation plants, including nuclear, coal, natural gas or renewable energy technologies;

construction of additional electric transmission and distribution lines;

reduction in the price of natural gas or other natural resources as a result of new drilling techniques or other technological developments,

a relaxation of associated regulatory standards, or broader economic or policy developments;

conservation technologies and public initiatives to reduce electricity consumption;

impacting electricity prices, including in connection with electricity generation and transmission;

● development

of new energy technologies that provide less expensive energy.

A reduction in utility electricity

prices would make the purchase of our solar service offerings less attractive.

If the retail price of energy available from utilities

were to decrease due to any of these or other reasons, we would be at a competitive disadvantage.

As a result, we may be unable to attract

new homeowners and growth would be limited.

We face competition

from both traditional energy companies and renewable energy companies.

The solar energy and renewable

energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets

and compete with large utilities.

Our primary competitors are the traditional utilities that supply energy to potential customers.

compete with these utilities primarily based on price, predictability of price and the ease by which customers can switch to electricity

generated by our solar energy systems.

If we cannot offer compelling value to its customers based on these factors, then our business

will not grow.

Utilities generally have substantially greater financial, technical, operational and other resources than us.

of their greater size, these competitors may be able to devote more resources to the research, development, promotion and sale of their

products or respond more quickly to evolving industry standards and changes in market conditions than we can.

Utilities could also offer

other value- added products and services that could help them compete with us even if the cost of electricity they offer is higher than

In addition, a majority of utilities’ sources of electricity is non-solar, which may allow utilities to sell electricity more

cheaply than electricity generated by our solar energy systems.

Our business is concentrated

in certain markets including California, putting us at risk of region-specific disruptions.

As of December 31, 2023, a

substantial portion of our installations were in California.

We expect much of its near-term future growth to occur in California, further

concentrating our customer base and operational infrastructure.

Accordingly, our business and operations results are particularly susceptible

to adverse economic, regulatory, pollical, weather, and other conditions in this market and other markets that may become similarly concentrated.

We may not have adequate insurance, including business interruption insurance, to compensate for losses that may occur from any such significant

A significant natural disaster could have a material adverse impact on our business, results of operations and financial condition.

In addition, acts of terrorism or malicious computer viruses could cause disruptions in our business, our partners’ businesses or

the economy as a whole.

To the extent that these disruptions result in delays or cancellations of installations or the deployment of solar

service offerings, our business, results of operations and financial condition would be adversely affected.

Our growth strategy

depends on the widespread adoption of solar power technology.

The distributed residential

solar energy market is at a relatively early stage of development compared to fossil fuel-based electricity generation.

If additional

demand for distributed residential solar energy systems fails to develop sufficiently or takes longer to develop than we anticipate, the

company may be unable to originate additional solar service agreements and related solar energy systems and energy storage systems to

grow the business.

In addition, demand for solar energy systems and energy storage systems in our targeted markets may not develop to

the extent it anticipates.

As a result, we may need to successfully broaden our customer base through origination of solar service agreements

and related solar energy systems and energy storage systems within its current markets or in new markets we may enter.

Many factors may affect the

demand for solar energy systems, including, but not limited to, the following:

● availability,

substance and magnitude of solar support programs including government targets, subsidies, incentives, renewable portfolio standards

and residential net metering rules;

relative pricing of other conventional and non-renewable energy sources, such as natural gas, coal, oil and other fossil fuels, wind,

utility-scale solar, nuclear, geothermal and biomass;

● performance,

reliability and availability of energy generated by solar energy systems compared to conventional and other non-solar renewable energy

● availability

and performance of energy storage technology, the ability to implement such technology for use in conjunction with solar energy systems

and the cost competitiveness such technology provides to customers as compared to costs for those customers reliant on the conventional

electrical grid;

economic conditions and the level of interest rates.

The residential solar energy

industry is constantly evolving, which makes it difficult to evaluate our prospects.

We cannot be certain if historical growth rates reflect

future opportunities or its anticipated growth will be realized.

The failure of distributed residential solar energy to achieve, or its

being significantly delayed in achieving, widespread adoption could have a material adverse effect on our business, financial condition

and results of operations.

Our business could be

adversely affected by seasonal trends, poor weather, labor shortages, and construction cycles.

Our business is subject to

significant industry-specific seasonal fluctuations.

In the U.S., many customers make purchasing decisions towards the end of the year

in order to take advantage of tax credits.

In addition, sales in the new home development market are often tied to construction market

demands, which tend to follow national trends in construction, including declining sales during cold weather months.

Natural disasters, terrorist

activities, political unrest, economic volatility, and other outbreaks could disrupt our delivery and operations, which could materially

and adversely affect our business, financial condition, and results of operations.

Global pandemics or fear of

spread of contagious diseases, such as Ebola virus disease (EVD), coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome

(MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, avian flu and monkeypox, as well as hurricanes, earthquakes, tsunamis,

or other natural disasters could disrupt our business operations, reduce or restrict operations and services, incur significant costs

to protect its employees and facilities, or result in regional or global economic distress, which may materially and adversely affect

business, financial condition, and results of operations.

Actual or threatened war, terrorist activities, political unrest, civil strife,

future disruptions in access to bank deposits or lending commitments due to bank failures and other geopolitical uncertainty could have

a similar adverse effect on our business, financial condition, and results of operations.

On February 24, 2022, the Russian Federation

launched an invasion of Ukraine that has had an immediate impact on the global economy resulting in higher energy prices and higher prices

for certain raw materials and goods and services which in turn is contributing to higher inflation in the U.S.

and other countries across

the globe with significant disruption to financial markets.

We have outsourced product development and software engineering in Ukraine

and we may potentially indirectly be adversely impacted any significant disruption it has caused and may continue to escalate.

the current armed conflict in Israel and the Gaza Strip may impact our operations.

Any one or more of these events may impede our operation

and delivery efforts and adversely affect sales results, or even for a prolonged period of time, which could materially and adversely

affect our business, financial condition, and results of operations.

We cannot predict the full effects the supply chain constraints will

have on our business, cash flows, liquidity, financial condition and results of operations at this time due to numerous uncertainties.

We depend on a limited

number of customers and sales contracts for a significant portion of revenues, and the loss of any customer or cancellation of any contract

may cause significant fluctuations or declines in revenues.

In 2023, our top customer

accounted for 55% of our total revenues, while in 2022 another customer accounted for 47% of our total revenues from continuing operations.

We anticipate that our dependence on a limited number of customers may continue for the foreseeable future.

As a result of customer concentration,

our financial performance may fluctuate significantly from period to period based, among others, on exogenous circumstances related to

In addition, any one of the following events may materially adversely affect cash flows, revenues and results of operations:

delay or cancellation of orders from one or more significant customers;

of one or more significant customers and failure to identify additional or replacement customers;

of any significant customers to make timely payment for our products;

customers becoming insolvent or having difficulties meeting their financial obligations for any reason.

We are exposed to the

credit risk of customers and payment delinquencies on its accounts receivables.

While customer defaults have

been immaterial to date, we expect that the risk of customer defaults may increase as we grow our business.

If we experience increased

customer credit defaults, our revenue and our ability to raise new investment funds could be adversely affected.

If economic conditions

worsen, certain of our customers may face liquidity concerns and may be unable to satisfy their payment obligations to us on a timely

basis or at all, which could have a material adverse effect on our financial condition and results of operations.

We may not realize the

anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business.

In November 2022, we acquired

The Solaria Corporation (“Solaria”), after which Complete Solar was renamed “Complete Solaria, Inc.” In October

2023, we subsequently sold solar panel assets of Solaria, including intellectual property and customer contracts, to Maxeon Solar Technologies,

Ltd., which resulted in an impairment loss of $147.5 million and loss on disposal of $1.8 million.

In the future, we may acquire additional

companies, project pipelines, products, or technologies, or enter into joint ventures or other strategic initiatives.

Our ability as an

organization to integrate acquisitions is unproven.

We may not realize the anticipated benefits of our acquisitions or any other future

acquisition or the acquisition may be viewed negatively by customers, financial markets or investors.

Any acquisition has numerous

risks, including, but not limited to, the following:

● difficulty in assimilating the operations and

personnel of the acquired company;

● difficulty in effectively integrating the acquired

technologies or products with current products and technologies;

● difficulty in maintaining controls, procedures

and policies during the transition and integration;

● disruption of ongoing business and distraction

of management and employees from other opportunities and challenges due to integration issues;

● difficulty integrating the acquired company’s

accounting, management information and other administrative systems;

● inability to retain key technical and managerial

personnel of the acquired business;

● inability to retain key customers, vendors, and

other business partners of the acquired business;

● inability to achieve the financial and strategic

goals for the acquired and combined businesses;

● incurring acquisition-related costs or amortization

costs for acquired intangible assets that could impact operating results;

● failure of due diligence processes to identify

significant issues with product quality, legal and financial liabilities, among other things;

● inability to assert that internal controls over

financial reporting are effective;

● inability to obtain, or obtain in a timely manner,

approvals from governmental authorities, which could delay or prevent such acquisitions.

We depend on our intellectual

property and may face intellectual property infringement claims that could be time-consuming and costly to defend and could result in

the loss of significant rights.

From time to time, we and

our customers, or the third parties with whom we work may receive letters, including letters from other third parties, and may become

subject to lawsuits with such third parties alleging infringement of their patents.

Additionally, we are required by contract to indemnify

some customers and third-party intellectual property providers for certain costs and damages of patent infringement in circumstances where

our products are a factor creating the customer’s or these third-party providers’ infringement liability.

This practice may

subject us to significant indemnification claims by customers and third-party providers.

We cannot assure investors that indemnification

claims will not be made or that these claims will not harm our business, operating results or financial condition.

Intellectual property

litigation is very expensive and time-consuming and could divert management’s attention from our business and could have a material

adverse effect on our business, operating results or financial condition.

If there is a successful claim of infringement against us, our

customers or our third-party intellectual property providers, we may be required to pay substantial damages to the party claiming infringement,

stop selling products or using technology that contains the allegedly infringing intellectual property, or enter into royalty or license

agreements that may not be available on acceptable terms, if at all.

Parties making infringement claims may also be able to bring an action

before the International Trade Commission that could result in an order stopping the importation into the U.S.

of our solar products.

Any of these judgments could materially damage our business.

We may have to develop non-infringing technology, and our failure in doing

so or in obtaining licenses to the proprietary rights on a timely basis could have a material adverse effect on the business.

We may be required to

file claims against other parties for infringing its intellectual property that may be costly and may not be resolved in its favor.

To protect our intellectual

property rights and to maintain competitive advantage, we have filed, and may continue to file, suits against parties we believe infringe

or misappropriate our intellectual property.

Intellectual property litigation is expensive and time-consuming, could divert management’s

attention from our business, and could have a material adverse effect on our business, operating results, or financial condition, and

our enforcement efforts may not be successful.

In addition, the validity of our patents may be challenged in such litigation.

Our participation

in intellectual property enforcement actions may negatively impact our financial results.

Developments in technology

or improvements in distributed solar energy generation and related technologies or components may materially adversely affect demand for

our offerings.

Significant developments in

technology, such as advances in distributed solar power generation, energy storage solutions such as batteries, energy storage management

systems, the widespread use or adoption of fuel cells for residential or commercial properties or improvements in other forms of distributed

or centralized power production may materially and adversely affect demand for our offerings and otherwise affect our business.

technological advancements may result in reduced prices to consumers or more efficient solar energy systems than those available today,

either of which may result in current customer dissatisfaction.

We may not be able to adopt these new technologies as quickly as its competitors

or on a cost-effective basis.

Additionally, recent technological

advancements may impact our business in ways not currently anticipated.

Any failure by us to adopt or have access to new or enhanced technologies

or processes, or to react to changes in existing technologies, could result in product obsolescence or the loss of competitiveness of

and decreased consumer interest in its solar energy services, which could have a material adverse effect on its business, financial condition

and results of operations.

Our business is subject

to complex and evolving data protection laws.

Many of these laws and regulations are subject to change and uncertain interpretation and

could result in claims, increased cost of operations or otherwise harm its business.

Consumer personal privacy

and data security have become significant issues and the subject of rapidly evolving regulation in the U.S.

Furthermore, federal, state

and local government bodies or agencies have in the past adopted, and may in the future adopt, more laws and regulations affecting data

For example, the state of California enacted the California Consumer Privacy Act of 2018 (“CCPA”) and California

voters recently approved the California Privacy Rights Act (“CPRA”).

The CCPA creates individual privacy rights for consumers

and places increased privacy and security obligations on entities handling the personal data of consumers or households.

The CCPA went

into effect in January 2020 and it requires covered companies to provide new disclosures to California consumers, provides such consumers,

business-to-business contacts and employees new ways to opt-out of certain sales of personal information, and allows for a new private

right of action for data breaches.

The CPRA modifies the CCPA and imposes additional data protection obligations on companies doing business

in California, including additional consumer rights processes and opt outs for certain uses of sensitive data.

The CCPA and the CPRA may

significantly impact Complete Solaria’s business activities and require substantial compliance costs that adversely affect its business,

operating results, prospects and financial condition.

To date, we have not experienced substantial compliance costs in connection with

fulfilling the requirements under the CCPA or CPRA.

However, we cannot be certain that compliance costs will not increase in the future

with respect to the CCPA and CPRA or any other recently passed consumer privacy regulation.

Outside the U.S., an increasing

number of laws, regulations, and industry standards may govern data privacy and security.

For example, the European Union’s General

Data Protection Regulation (“ EU GDPR ”) and the United Kingdom’s GDPR (“ UK GDPR ”) impose strict

requirements for processing personal data.

Under the EU GDPR, companies may face temporary or definitive bans on data processing and

other corrective actions;

fines of up to 20 million Euros or 4% of annual global revenue, whichever is greater;

or private litigation

related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to

represent their interests.

Non-compliance with the UK GDPR may result in substantially similar adverse consequences to those in relation

to the EU GDPR, including monetary penalties of up to £17.5 million or 4% of worldwide revenue, whichever is higher.

In addition, we may be unable

to transfer personal data from Europe and other jurisdictions to the U.S.

or other countries due to data localization requirements or

limitations on cross-border data flows.

Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the

transfer of personal data to other countries.

In particular, the European Economic Area (“ EEA ”) and the United Kingdom

have significantly restricted the transfer of personal data to the U.S.

and other countries whose privacy laws it believes are not adequate.

Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross- border data transfer laws.

there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the U.S.

in compliance with

law, such as the EEA and UK’s standard contractual clauses, these mechanisms are subject to legal challenges, and there is no assurance

that Complete Solaria can satisfy or rely on these measures to lawfully transfer personal data to the U.S.

If there is no lawful manner

for us to transfer personal data from the EEA, the UK, or other jurisdictions to the U.S., or if the requirements for a legally-compliant

transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of its operations,

the need to relocate part of or all of its business or data processing activities to other jurisdictions at significant expense, increased

exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other

third parties, and injunctions against its processing or transferring of personal data necessary to operate its business.

Some European

regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the

EU GDPR’s cross-border data transfer limitations.

Any inability to adequately

address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, regulations and policies,

could result in additional cost and liability to us damage our reputation, inhibit sales and adversely affect our business.

the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to our business may

limit the use and adoption of, and reduce the overall demand for, its solutions.

If we are not able to adjust to changing laws, regulations

and standards related to privacy or security, our business may be harmed.

Any unauthorized access

to or disclosure or theft of personal information we gather, store or use could harm our reputation and subject us to claims or litigation.

We receive, store and use

personal information of customers, including names, addresses, e-mail addresses, and other housing and energy use information.

store information of dealers, including employee, financial and operational information.

We rely on the availability of data collected

from customers and dealers in order to manage our business and market our offerings.

We take certain steps in an effort to protect the

security, integrity and confidentiality of the personal information collected, stored or transmitted, but there is no guarantee inadvertent

or unauthorized use or disclosure will not occur or third parties will not gain unauthorized access to this information despite our efforts.

Although we take precautions to provide for disaster recovery, our ability to recover systems or data may be expensive and may interfere

with normal operations.

Also, although we obtain assurances from such third parties that they will use reasonable safeguards to secure

their systems, we may be adversely affected by unavailability of their systems or unauthorized use or disclosure or its data maintained

in such systems.

Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified

until they are launched against a target, our suppliers or vendors and our dealers may be unable to anticipate these techniques or to

implement adequate preventative or mitigation measures.

Cyberattacks in particular

are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data

and other electronic security breaches that could lead to disruptions in critical systems, disruption of customers’ operations,

loss or damage to data delivery systems, unauthorized release of confidential or otherwise protected information, corruption of data and

increased costs to prevent, respond to or mitigate cybersecurity events.

In addition, certain cyber incidents, such as advanced persistent

threats, may remain undetected for an extended period.

Unauthorized use, disclosure

of or access to any personal information maintained by us or on the behalf of us, whether through breach of our systems, breach of the

systems of our suppliers, vendors or dealers by an unauthorized party or through employee or contractor error, theft or misuse or otherwise,

could harm our business.

If any such unauthorized use, disclosure of or access to such personal information were to occur, our operations

could be seriously disrupted and we could be subject to demands, claims and litigation by private parties and investigations, related

actions and penalties by regulatory authorities.

In addition, we could incur

significant costs in notifying affected persons and entities and otherwise complying with the multitude of federal, state and local laws

and regulations relating to the unauthorized access to, use of or disclosure of personal information.

Finally, any perceived or actual

unauthorized access to, use of or disclosure of such information could harm our reputation, substantially impair our business, financial

condition and results of operations.

While we currently maintain cybersecurity insurance, such insurance may not be sufficient to cover

against claims, and we cannot be certain that cyber insurance will continue to be available on economically reasonable terms, or at all,

or that any insurer will not deny coverage as to any future claim.

If we fail to comply

with laws and regulations relating to interactions by the company or its dealers with current or prospective residential customers could

result in negative publicity, claims, investigations and litigation and adversely affect financial performance.

Our business substantially

focuses on solar service agreements and transactions with residential customers.

We offer leases, loans and other products and services

to consumers by contractors in our dealer networks, who utilize sales people employed by or engaged as third-party service providers of

such contractors.

We and our dealers must comply with numerous federal, state and local laws and regulations that govern matters relating

to interactions with residential consumers, including those pertaining to consumer protection, marketing and sales, privacy and data security,

consumer financial and credit transactions, mortgages and refinancings, home improvement contracts, warranties and various means of customer

solicitation, including under the laws described below in “ As sales to residential customers have grown, we have increasingly

become subject to substantial financing and consumer protection laws and regulations.

” These laws and regulations are dynamic

and subject to potentially differing interpretations and various federal, state and local legislative and regulatory bodies may initiate

investigations, expand current laws or regulations, or enact new laws and regulations regarding these matters.

Changes in these laws or

regulations or their interpretation could dramatically affect how we and our dealers do business, acquire customers and manage and use

information collected from and about current and prospective customers and the costs associated therewith.

We and our dealers strive to

comply with all applicable laws and regulations relating to interactions with residential customers.

It is possible, however, these requirements

may be interpreted and applied in a manner inconsistent from one jurisdiction to another and may conflict with other rules or our practices

or the practices of our dealers.

Although we require dealers

to meet consumer compliance requirements, we do not control dealers and their suppliers or their business practices.

Accordingly, we cannot

guarantee they follow ethical business practices such as fair wage practices and compliance with environmental, safety and other local

A lack of demonstrated compliance could lead us to seek alternative dealers or suppliers, which could increase costs and have a

negative effect on business and prospects for growth.

Violation of labor or other laws by our dealers or suppliers or the divergence of

a dealer or supplier’s labor or other practices from those generally accepted as ethical in the U.S.

or other markets in which the

company does or intends to do business could also attract negative publicity and harm the business.

From time to time, we have

been included in lawsuits brought by the consumer customers of certain contractors in our networks, citing claims based on the sales practices

of these contractors.

While we have paid only minimal damages to date, we cannot be sure that a court of law would not determine that

we are liable for the actions of the contractors in our networks or that a regulator or state attorney general’s office may hold

us accountable for violations of consumer protection or other applicable laws by.

Our risk mitigation processes may not be sufficient

to mitigate financial harm associated with violations of applicable law by our contractors or ensure that any such contractor is able

to satisfy its indemnification obligations to us.

Any significant judgment against us could expose it to broader liabilities, a need to

adjust our distribution channels for products and services or otherwise change our business model and could adversely impact the business.

We may be unsuccessful

in introducing new services and product offerings.

We intend to introduce new

offerings of services and products to both new and existing customers in the future, including home automation products and additional

home technology solutions.

We may be unsuccessful in significantly broadening our customer base through the addition of these services

and products within current markets or in new markets the company may enter.

Additionally, we may not be successful in generating substantial

revenue from any additional services and products introduced in the future and may decline to initiate new product and service offerings.

Damage to our brand

and reputation or change or loss of use of our brand could harm our business and results of operations.

We depend significantly on

our reputation for high-quality products, excellent customer service and the brand name “Complete Solaria” to attract new

customers and grow our business.

If we fail to continue to deliver solar energy systems or energy storage systems within the planned timelines,

if our offerings do not perform as anticipated or if we damage any of our customers’ properties or delays or cancels projects, our

brand and reputation could be significantly impaired.

Future technological improvements may allow the company to offer lower prices or

offer new technology to new customers;

however, technical limitations in our current solar energy systems and energy storage systems may

prevent us from offering such lower prices or new technology to existing customers.

In addition, given the sheer

number of interactions our personnel or dealers operating on our behalf have with customers and potential customers, it is inevitable

that some customers’ and potential customers’ interactions with us or dealers operating on our behalf will be perceived as

less than satisfactory.

This has led to instances of customer complaints, some of which have affected our digital footprint on rating

websites and social media platforms.

If we cannot manage hiring and training processes to avoid or minimize these issues to the extent

possible, our reputation may be harmed and our ability to attract new customers would suffer.

In addition, if we were to

no longer use, lose the right to continue to use or if others use the “Complete Solaria” brand, we could lose recognition

in the marketplace among customers, suppliers and dealers, which could affect our business, financial condition, results of operations

and would require financial and other investment and management attention in new branding, which may not be as successful.

Our success depends

on the continuing contributions of key personnel.

We rely heavily on the services

of our key executive officers and the loss of services of any principal member of the management team could adversely affect operations.

There have been, and from time to time there may continue to be, changes in our management team resulting from the hiring or departure

of executives and key employees, or the transition of executives within our business, which could disrupt our business.

We are investing significant resources in developing new members of management as we complete our restructuring and strategic transformation.

We also anticipate that over time we will need to hire a number of highly skilled technical, sales, marketing, administrative, and accounting

The competition for qualified personnel is intense in this industry.

We may not be successful in attracting and retaining sufficient

numbers of qualified personnel to support its anticipated growth.

We cannot guarantee that any employee will remain employed with us for

any definite period of time since all employees, including key executive officers, serve at-will and may terminate their employment at

any time for any reason.

If we or our dealers

or suppliers fail to hire and retain sufficient employees and service providers in key functions, our growth and ability to timely complete

customer projects and successfully manage customer accounts would be constrained.

To support growth, we and

our dealers need to hire, train, deploy, manage and retain a substantial number of skilled employees, engineers, installers, electricians

and sales and project finance specialists.

Competition for qualified personnel in this industry has increased substantially, particularly

for skilled personnel involved in the installation of solar energy systems.

We and our dealers also compete with the homebuilding and

construction industries for skilled labor.

These industries are cyclical and when participants in these industries seek to hire additional

workers, it puts upward pressure on us and our dealers’ labor costs.

Companies with whom our dealers compete to hire installers

may offer compensation or incentive plans that certain installers may view as more favorable.

As a result, our dealers may be unable to

attract or retain qualified and skilled installation personnel.

The further unionization of the industry’s labor force or the homebuilding

and construction industries’ labor forces could also increase our dealers’ labor costs.

Shortages of skilled labor

could significantly delay a project or otherwise increase dealers’ costs.

Further, we need to continue to increase the training

of the customer service team to provide high-end account management and service to homeowners before, during and following the point of

installation of its solar energy systems.

Identifying and recruiting qualified personnel and training them requires significant time,

expense and attention.

It can take several months before a new customer service team member is fully trained and productive at the standards

established by us.

If we are unable to hire, develop and retain talented customer service or other personnel, we may not be able to grow

our business.

Our operating results

and ability to grow may fluctuate from quarter to quarter and year to year, which could make future performance difficult to predict and

could cause operating results for a particular period to fall below expectations.

Our quarterly and annual operating

results and its ability to grow are difficult to predict and may fluctuate significantly.

We have experienced seasonal and quarterly fluctuations

in the past and expect to experience such fluctuations in the future.

In addition to the other risks described in this “Risk Factors”

section, the following factors could cause operating results to fluctuate:

or initiation of any governmental rebates or incentives;

● significant

fluctuations in customer demand for our solar energy services, solar energy systems and energy storage systems;

dealers’ ability to complete installations in a timely manner;

and our dealers’ ability to gain interconnection permission for an installed solar energy system from the relevant utility;

availability, terms and costs of suitable financing;

● the amount, timing of sales and potential decreases in value of Solar

Renewable Energy Certificates (“SRECs”);

ability to continue to expand its operations and the amount and timing of expenditures related to this expansion;

● announcements

by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital-raising activities or commitments;

in our pricing policies or terms or those of competitors, including centralized electric utilities;

or anticipated developments in competitors’ businesses, technology or the competitive landscape;

disasters or other weather or meteorological conditions.

For these or other reasons,

the results of any prior quarterly or annual periods should not be relied upon as indications of our future performance.

Our ability to obtain

insurance on the terms of any available insurance coverage could be materially adversely affected by international, national, state or

local events or company-specific events, as well as the financial condition of insurers.

Our insurance policies cover

legal and contractual liabilities arising out of bodily injury, personal injury or property damage to third parties and are subject to

policy limits.

However, such policies do

not cover all potential losses and coverage is not always available in the insurance market on commercially reasonable terms.

we may have disagreements with insurers on the amount of recoverable damages and the insurance proceeds received for any loss of, or any

damage to, any of our assets may be claimed by lenders under financing arrangements or otherwise may not be sufficient to restore the

loss or damage without a negative impact on its results of operations.

Furthermore, the receipt of insurance proceeds may be delayed,

requiring us to use cash or incur financing costs in the interim.

To the extent our experiences covered losses under its insurance policies,

the limit of our coverage for potential losses may be decreased or the insurance rates it has to pay increased.

Furthermore, the losses

insured through commercial insurance are subject to the credit risk of those insurance companies.

While we believe our commercial insurance

providers are currently creditworthy, we cannot assure such insurance companies will remain so in the future.

We may not be able to maintain

or obtain insurance of the type and amount desired at reasonable rates.

The insurance coverage obtained may contain large deductibles

or fail to cover certain risks or all potential losses.

In addition, our insurance policies are subject to annual review by insurers and

may not be renewed on similar or favorable terms, including coverage, deductibles or premiums, or at all.

If a significant accident or

event occurs for which we are not fully insured or the company suffers losses due to one or more of its insurance carriers defaulting

on their obligations or contesting their coverage obligations, it could have a material adverse effect on our business, financial condition

and results of operations.

We may be subject to

breaches of our information technology systems, which could lead to disclosure of internal information, damage to our reputation or relationships

with dealers, suppliers, and customers, and disrupt access to online services.

Such breaches could subject us to significant reputational,

financial, legal, and operational consequences.

Our business requires the

use and storage of confidential and proprietary information, intellectual property, commercial banking information, personal information

concerning customers, employees, and business partners, and corporate information concerning internal processes and business functions.

Malicious attacks to gain access to such information affects many companies across various industries, including ours.

Where appropriate, we use

encryption and authentication technologies to secure the transmission and storage of data.

These security measures may be compromised

as a result of third-party security breaches, employee error, malfeasance, faulty password management, or other irregularity or malicious

effort, and result in persons obtaining unauthorized access to data.

We devote resources to network

security, data encryption, and other security measures to protect our systems and data, but these security measures cannot provide absolute

Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently,

target end users through phishing and other malicious techniques, and/or may be difficult to detect for long periods of time, we may be

unable to anticipate these techniques or implement adequate preventative measures.

As a result, we may experience a breach of our systems

in the future that reduces our ability to protect sensitive data.

In addition, hardware, software, or applications we develop or procures

from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security.

Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deceiving

team members, contractors and temporary staff.

If we experience, or are perceived to have experienced, a significant data security breach,

fail to detect and appropriately respond to a significant data security breach, or fail to implement disclosure controls and procedures

that provide for timely disclosure of data security breaches deemed material to our business, including corrections or updates to previous

disclosures, we could be exposed to a risk of loss, increased insurance costs, remediation and prospective prevention costs, damage to

our reputation and brand, litigation and possible liability, or government enforcement actions, any of which could detrimentally affect

our business, results of operations, and financial condition.

We may also share information

with contractors and third-party providers to conduct business.

While we generally review and typically request or require such contractors

and third-party providers to implement security measures, such as encryption and authentication technologies to secure the transmission

and storage of data, those third-party providers may experience a significant data security breach, which may also detrimentally affect

our business, results of operations, and financial condition as discussed above.

See also under this section, “ We may be required

to file claims against other parties for infringing its intellectual property that may be costly and may not be resolved in our favor .”

We rely substantially upon trade secret laws and contractual restrictions to protect our proprietary rights, and, if these rights are

not sufficiently protected, our ability to compete and generate revenue could suffer.

As sales to residential

customers have grown, we have increasingly become subject to consumer protection laws and regulations.

As we continue to seek to

expand our retail customer base, our activities with customers are subject to consumer protection laws that may not be applicable to other

businesses, such as federal truth-in-lending, consumer leasing, telephone and digital marketing, and equal credit opportunity laws and

regulations, as well as state and local finance laws and regulations.

Claims arising out of actual or alleged violations of law may be

asserted against us by individuals or governmental entities and may expose the company to significant damages or other penalties, including

In addition, our affiliations with third-party dealers may subject the company to alleged liability in connection with actual or

alleged violations of law by such dealers, whether or not actually attributable to us, which may expose us to significant damages and

penalties, and we may incur substantial expenses in defending against legal actions related to third-party dealers, whether or not ultimately

found liable.

The competitive environment

in which we operate often requires the undertaking of customer obligations, which may turn out to be costlier than anticipated and, in

turn, materially and adversely affect our business, results of operations and financial condition.

We are often required, at

the request of our end customer, to undertake certain obligations such as:

output performance warranties;

Such customer obligations

involve complex accounting analyses and judgments regarding the timing of revenue and expense recognition, and in certain situations these

factors may require us to defer revenue or profit recognition until projects are completed or until contingencies are resolved, which

could adversely affect revenues and profits in a particular period.

We are subject to risks

associated with construction, cost overruns, delays, regulatory compliance and other contingencies, any of which could have a material

adverse effect on its business and results of operations.

We are a licensed contractor

in certain communities that we service and are ultimately responsible as the contracting party for every solar energy system installation.

A significant portion of our business depends on obtaining and maintaining required licenses in various jurisdictions.

All such licenses

are subject to audit by the relevant government agency.

Our failure to obtain or maintain required licenses could result in the termination

of certain of our contracts.

For example, we hold a license with California’s Contractors State License Board (the “ CSLB ”)

and that license is currently under probation with the CSLB.

If we fail to comply with the CSLB’s law and regulations, it could

result in termination of certain of our contracts, monetary penalties, extension of the license probation period or revocation of its

license in California.

In addition, we may be liable, either directly or through its solar partners, to homeowners for any damage we causes

to them, their home, belongings or property during the installation of our systems.

For example, we either directly or through its solar

partners, frequently penetrate homeowners’ roofs during the installation process and may incur liability for the failure to adequately

weatherproof such penetrations following the completion of construction.

In addition, because the solar energy systems we or our solar

partners deploy are high voltage energy systems, we may incur liability for failing to comply with electrical standards and manufacturer

recommendations.

Further, we or our solar partners

may face construction delays or cost overruns, which may adversely affect our or our solar partners’ ability to ramp up the volume

of installation in accordance with our plans.

Such delays or overruns may occur as a result of a variety of factors, such as labor shortages,

defects in materials and workmanship, adverse weather conditions, transportation constraints, construction change orders, site changes,

labor issues and other unforeseen difficulties, any of which could lead to increased cancellation rates, reputational harm and other adverse

In addition, the installation

of solar energy systems, energy storage systems, and other energy-related products requiring building modifications are subject to oversight

and regulation in accordance with national, state, and local laws and ordinances relating to building, fire, and electrical codes, safety,

environmental protection, utility interconnection and metering, and related matters.

We also rely on certain employees to maintain professional

licenses in many of the jurisdictions in which we operate, and the failure to employ properly licensed personnel could adversely affect

our licensing status in those jurisdictions.

It is difficult and costly to track the requirements of every individual authority having

jurisdiction over our installations and to design solar energy systems to comply with these varying standards.

Any new government regulations

or utility policies pertaining to our systems may result in significant additional expenses to homeowners and us and, as a result, could

cause a significant reduction in demand for solar service offerings.

While we have a variety of

stringent quality standards that the company applies in the selection of its solar partners, we do not control our suppliers and solar

partners or their business practices.

Accordingly, we cannot guarantee that they follow our standards or ethical business practices, such

as fair wage practices and compliance with environmental, safety and other local laws.

A lack of demonstrated compliance could lead us

to seek alternative suppliers or contractors, which could increase costs and result in delayed delivery or installation of our products,

product shortages or other disruptions of its operations.

Violation of labor or other laws by our suppliers and solar partners or the

divergence of a supplier’s or solar partners’ labor or other practices from those generally accepted as ethical in the U.S.

or other markets in which we do business could also attract negative publicity and harm our business, brand and reputation in the market.

Our management has identified

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

Since our inception, we have

incurred losses and negative cash flows from operations.

We incurred net losses of $269.6 million and $29.5 million, during the fiscal

years ended December 31, 2023 and 2022, respectively, and had an accumulated deficit of $354.9 million and current debt of $61.9 million

as of December 31, 2023.

We had cash and cash equivalents of $2.6 million as of December 31, 2023, which were held for working capital

expenditures.

These conditions raise substantial doubt about our ability to continue as a going concern.

Our ability to continue

as a going concern requires that we obtain sufficient funding to meet our obligations and finance our operations.

If we are not able to secure

adequate additional funding when needed, we will need to reevaluate our operating plan and may be forced to make reductions in spending,

extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely.

These actions could materially impact our business, results of operations and future prospects.

There can be no assurance that in the

event we require additional financing, such financing will be available on terms that are favorable, or at all.

Failure to generate sufficient

cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on

our ability to achieve our intended business objectives.

We expect that we

will need to raise additional funding to finance our operations.

This additional financing may not be available on acceptable terms or

Failure to obtain this necessary capital when needed may force us to curtail planned programs or cease operations entirely.

operations have consumed significant amounts of cash since inception.

We expect to incur significant operating expenses as we continue

to grow our business.

We believe that our operating losses and negative operating cash flows will continue into the foreseeable future.

had cash and cash equivalents of $2.6 million as of December 31, 2023.

Our cash position raises substantial doubt regarding our ability

to continue as a going concern for 12 months after the consolidated financial statements issuance.

We will require substantial additional

capital to continue operations.

Such additional capital might not be available when we need it and our actual cash requirements might

be greater than anticipated.

We cannot be certain that additional capital will be available on attractive terms, if at all, when needed,

which could be dilutive to stockholders, and our financial condition, results of operations, business and prospects could be materially

and adversely affected.

We have identified

material weaknesses in our internal controls over financial reporting.

If we are unable to maintain effective internal controls over

financial reporting and disclosure controls and procedures, the accuracy and timeliness of our financial and operating reporting may

be adversely affected, and confidence in our operations and disclosures may be lost.

In connection with the preparation

and audit of our financial statements for the years ended December 31, 2022 and 2021, and our consolidated financial statements for the

year ended December 31, 2023, our management identified a material weakness in our internal control over financial reporting.

weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable

possibility that a material misstatement of our annual or inter im consolidated

financial statements will not be prevented or detected on a timely basis.

The material weakness is as follows:

● We do not have sufficient full-time accounting personnel, (i) to enable

appropriate reviews over the financial close and reporting process, (ii) to allow for appropriate segregation of duties, and (iii) with

the requisite experience and technical accounting knowledge to identify, review and resolve complex accounting issues under generally

accepted accounting principles in the U.S.

Additionally, we did not adequately design and/or implement controls

related to conducting a formal risk assessment process.

In connection with the preparation

and audit of our consolidated financial statements for the year ended December 31, 2023, our management identified a material weakness

in our internal control over financial reporting.

The material weakness is as follows:

controls related to the completeness, existence, and cut-off of inventories held at third

parties, and controls related to the calculation of adjustments to inventory for items considered

excessive and obsolete.

Had such an evaluation been

performed, additional control deficiencies may have been identified by the Company’s management, and those control deficiencies

could have also represented one or more material weaknesses.

Complete Solaria was not required to evaluate internal control over

financial reporting as of December 31, 2023 in accordance with the provisions of the Sarbanes-Oxley Act.

Had such an evaluation been performed,

Complete Solaria’s management may have identified additional control deficiencies, and those control deficiencies could have also

represented one or more material weaknesses.

We have taken certain steps,

such as recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement our internal

resources, to enhance our internal control environment and plan to take additional steps to remediate the material weaknesses.

we plan to complete this remediation process as quickly as possible, we cannot estimate how long it will take.

We cannot assure that the

measures we have taken to date, and may take in the future, will be sufficient to remediate the control deficiencies that led to our material

weakness in internal control over financial reporting or that such measures will prevent or avoid potential future material weaknesses.

If we are not able to maintain

effective internal control over financial reporting and disclosure controls and procedures, or if material weaknesses are discovered in

future periods, a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and

timely report our financial position, results of operations, cash flows or key operating metrics, which could result in late filings of

the annual and quarterly reports under the Exchange Act, restatements of financial statements or other corrective disclosures, an inability

to access commercial lending markets, defaults under its secured revolving credit facility and other agreements, or other material adverse

effects on our business, reputation, results of operations, financial condition or liquidity.

Compliance with occupational

safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant

penalties, operational delays and adverse publicity.

The installation and ongoing

operations and maintenance of solar energy systems and energy storage systems requires individuals hired by us, our dealers, or third-party

contractors, potentially including employees, to work at heights with complicated and potentially dangerous electrical systems.

The evaluation

and modification of buildings as part of the installation process requires these individuals to work in locations that may contain potentially

dangerous levels of asbestos, lead, mold or other materials known or believed to be hazardous to human health.

There is substantial risk

of serious injury or death if proper safety procedures are not followed.

Our operations are subject to regulation by the Occupational

Safety and Health Administration (“OSHA”) and the Department of Transportation (“DOT”) and equivalent state and

Changes to OSHA or DOT requirements, or stricter interpretation or enforcement of existing laws or regulations, could result

in increased costs.

If we fail to comply with applicable OSHA or DOT regulations, even if no work-related serious injury or death occurs,

we may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures

or suspend or limit operations.

Because individuals hired by us or on our behalf to perform installation and ongoing operations and maintenance

of the company’s solar energy systems and energy storage systems, including its dealers and third-party contractors, are compensated

on a per project basis, they are incentivized to work more quickly than installers compensated on an hourly basis.

While we have not experienced

a high level of injuries to date, this incentive structure may result in higher injury rates than others in the industry and could accordingly

expose the company to increased liability.

Individuals hired by or on behalf of us may have workplace accidents and receive citations

from OSHA regulators for alleged safety violations, resulting in fines.

Any such accidents, citations, violations, injuries or failure

to comply with industry best practices may subject us to adverse publicity, damage its reputation and competitive position and adversely

affect the business.

Our business has benefited

from the declining cost of solar energy system components, but it may be harmed if the cost of such components stabilizes or increases

in the future.

Our business has benefited

from the declining cost of solar energy system components and to the extent such costs stabilize, decline at a slower rate or increase,

our future growth rate may be negatively impacted.

The declining cost of solar energy system components and the raw materials necessary

to manufacture them has been a key driver in the price of our solar energy systems, and the prices charged for electricity and customer

adoption of solar energy.

Solar energy system component and raw material prices may not continue to decline at the same rate as they have

over the past several years or at all.

In addition, growth in the solar industry and the resulting increase in demand for solar energy

system components and the raw materials necessary to manufacture them may also put upward pressure on prices.

An increase of solar energy

system components and raw materials prices could slow growth and cause business and results of operations to suffer.

Further, the cost

of solar energy system components and raw materials has increased and could increase in the future due to tariff penalties, duties, the

loss of or changes in economic governmental incentives or other factors.

Product liability claims

against us could result in adverse publicity and potentially significant monetary damages.

It is possible our solar energy

systems or energy storage systems could injure customers or other third parties or our solar energy systems or energy storage systems

could cause property damage as a result of product malfunctions, defects, improper installation, fire or other causes.

Any product liability

claim we face could be expensive to defend and may divert management’s attention.

The successful assertion of product liability

claims against us could result in potentially significant monetary damages, potential increases in insurance expenses, penalties or fines,

subject the company to adverse publicity, damage our reputation and competitive position and adversely affect sales of solar energy systems

or energy storage systems.

In addition, product liability claims, injuries, defects or other problems experienced by other companies in

the residential solar industry could lead to unfavorable market conditions to the industry as a whole and may have an adverse effect on

our ability to expand its portfolio of solar service agreements and related solar energy systems and energy storage systems, thus affecting

our business, financial condition and results of operations.

Our warranty costs may

exceed the warranty reserve.

We provide warranties that

cover parts performance and labor to purchasers of our solar modules.

We maintain a warranty reserve on our financial statements, and

our warranty claims may exceed the warranty reserve.

Any significant warranty expenses could adversely affect our financial condition

and results of operations.

Significant warranty problems could impair our reputation which could result in lower revenue and a lower gross

We are subject to legal

proceedings and regulatory inquiries and may be named in additional claims or legal proceedings or become involved in regulatory inquiries,

all of which are costly, distracting to our core business and could result in an unfavorable outcome or harm our business, financial condition,

results of operations or the trading price for our securities.

We are involved in

claims, legal proceedings that arise from normal business activities.

In addition, from time to time, third parties may assert

claims against us.

We evaluate all claims, lawsuits and investigations with respect to their potential merits, our potential

defenses and counter claims, settlement or litigation potential and the expected effect on us.

In the event that we are involved in

significant disputes or are the subject of a formal action by a regulatory agency, we could be exposed to costly and time-consuming

legal proceedings that could result in any number of outcomes.

Although outcomes of such actions vary, any claims, proceedings or

regulatory actions initiated by or against us whether successful or not, could result in expensive costs of defense, costly damage

awards, injunctive relief, increased costs of business, fines or orders to change certain business practices, significant dedication

of management time, diversion of significant operational resources or some other harm to the business.

In any of these cases, our

business, financial condition or results of operations could be negatively impacted.

We make a provision for a liability relating to

legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal

rulings, advice of legal counsel and other information and events pertaining to a particular matter.

Depending on the nature and

timing of any such controversy, an unfavorable resolution of a matter could materially affect our future business, financial

condition or results of operations, or all of the foregoing, in a particular quarter.

The requirements of

being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified

directors and officers.

We will face increased legal,

accounting, administrative and other costs and expenses as a public company that we did not incur as a private company.

The Sarbanes-Oxley

Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall

Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB

and the securities exchanges, impose additional reporting and other obligations on public companies.

Compliance with public company requirements

will increase costs and make certain activities more time- consuming.

A number of those requirements will require us to carry out activities

we had not done previously.

If any issues in complying

with those requirements are identified (for example, if we or the auditors identify a material weakness or significant deficiency in the

internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues

could adversely affect our reputation or investor perceptions of it.

It may also be more expensive to obtain director and officer liability

Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to

serve on our board of directors or as executive officers.

The additional reporting and other obligations imposed by these rules and regulations

will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities.

These increased

costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic

Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements,

which could further increase costs.

Our ability to use net

operating loss carryforwards and certain other tax attributes may be limited.

We have incurred substantial

losses during our history and do not expect to become profitable in the near future and may never achieve profitability.

Under current

federal income tax law, unused losses for the tax year ended December 31, 2017 and prior tax years will carry forward to offset future

taxable income, if any, until such unused losses expire, and unused federal losses generated after December 31, 2017 will not expire and

may be carried forward indefinitely but will be only deductible to the extent of 80% of current year taxable income in any given year.

Many states have similar laws.

In addition, both current

and future unused net operating loss (“ NOL ”) carryforwards and other tax attributes may be subject to limitation under

Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership

change,” generally defined as a greater than 50 percentage point change (by value) in equity ownership by certain stockholders

over a three-year period.

The Business Combination may have resulted in an ownership change for us and, accordingly, our NOL carryforwards

and certain other tax attributes may be subject to limitations (or disallowance) on their use after the Business Combination.

carryforwards may also be subject to limitation as a result of prior shifts in equity ownership.

Additional ownership changes in the

future could result in additional limitations on our NOL carryforwards.

Consequently, even if we achieve profitability, we may not be

able to utilize a material portion of our NOL carryforwards and other tax attributes, which could have a material adverse effect on cash

flow and results of operations.

The trading price of

our common stock may be volatile, and you could lose all or part of your investment.

Fluctuations in the price

of our securities could contribute to the loss of all or part of your investment.

Prior to the Business Combination, there was no public

market for Solaria’s stock and trading in the shares of our common stock (prior to consummation of the Business Combination, “FACT

Common Stock”) was not active.

Accordingly, the valuation ascribed to Solaria and FACT Common Stock in the Business Combination

may not have been indicative of the price that will prevail in the trading market following the Business Combination.

If an active market

for our securities develops and continues, the trading price of our securities could be volatile an d

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 your investment in our securities and our securities may trade at prices significantly below the price

you paid for them.

In such circumstances, the trading price of our securities may not recover and may experience a further decline.

affecting the trading price of our securities:

or anticipated fluctuations in our quarterly financial results or the quarterly financial

results of companies perceived to be similar to us;

in the market’s expectations about our operating results;

of competitors;

operating results failing to meet the expectation of securities analysts or investors in

a particular period;

in financial estimates and recommendations by securities analysts concerning us or the market

and stock price performance of other companies that investors deem comparable to us;

ability to develop product candidates;

in laws and regulations affecting our business;

● commencement

of, or involvement in, litigation involving us;

in our capital structure, such as future issuances of securities or the incurrence of additional

volume of shares of our securities available for public sale

major change in our board of directors or management;

of substantial amounts of common stock by our directors, executive officers or significant

stockholders or the perception that such sales could occur;

economic and political conditions such as recessions, interest rates, fuel prices, international

currency fluctuations and acts of war or terrorism.

securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they

change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

The trading market for our

securities is influenced by the research and reports that industry or securities analysts may publish about us, our business, our market,

or our competitors.

If any of the analysts who currently cover us change their recommendation regarding our stock adversely, or provide

more favorable relative recommendations about our competitors, the price of our securities would likely decline.

If any analyst who currently

cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which

could cause our stock price or trading volume to decline.

If we obtain additional coverage and any new analyst issues, an adverse or misleading

opinion regarding us, our business model, our intellectual property or our stock performance, or if our operating results fail to meet

the expectations of analysts, our stock price could decline.

A market for our securities

may not continue, which would adversely affect the liquidity and price of our securities.

The price of our securities

may fluctuate significantly due to general market and economic conditions and an active trading market for our securities may not be sustained.

In addition, the price of our securities can vary due to general economic conditions and forecasts, our general business condition and

the release of our financial reports.

If our securities are not listed on, or become delisted from Nasdaq for any reason, and are quoted

on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange,

the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities

You may be unable to sell your securities unless a market can be established or sustained.

There can be no assurance

that we will be able to comply with the continued listing standards of Nasdaq.

If Nasdaq delists our securities

from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse

consequences including:

● a limited availability of market quotations 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, possibly resulting in a reduced level of trading

activity in the secondary trading market for our common stock;

● a limited amount of analyst coverage;

and a decreased ability

to issue additional securities or obtain additional financing in the future.

Sales of a substantial

number of our common stock in the public market by our shareholders could cause the price of our common stock to decline.

Sales of a substantial number

of shares of our common stock in the public market could occur at any time.

If our stockholders sell, or the market perceives that our

stockholders intend to sell, substantial amounts of our common stock in the public market, the market price of our common stock could

Provisions in our Certificate

of Incorporation and Bylaws and provisions of the Delaware General Corporation Law may delay or prevent an acquisition by a third party

that could otherwise be in the interests of shareholders.

Our Certificate of Incorporation

and Bylaws contain several provisions that may make it more difficult or expensive for a third party to acquire control of us without

the approval of our board.

These provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest, or

other transaction that stockholders may consider favorable, include the following:

notice requirements for stockholder proposals and director nominations;

limiting stockholders’ ability to call special meetings of stockholders and to take action by written consent;

● restrictions

on business combinations with interested stockholders;

cumulative voting;

ability of the board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which

could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership

of a potential hostile acquirer, likely preventing acquisitions by such acquirer.

These provisions of our Certificate

of Incorporation and Proposed Bylaws could discourage potential takeover attempts and reduce the price that investors might be willing

to pay for the shares of our common stock in the future, which could reduce the market price of our common stock.

The provision of our

Certificate of Incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal district courts

for certain types of lawsuits may have the effect of discouraging lawsuits against directors and officers.

Our Certificate of Incorporation

provides that, unless otherwise consented to by us in writing, the Court of Chancery of the State of Delaware (or, if the Court of Chancery

does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) will, to the fullest

extent permitted by law, be the sole and exclusive forum for the following types of actions or proceedings:

derivative action or proceeding brought on behalf of us;

action asserting a claim of breach of a duty (including any fiduciary duty) owed by any of our current or former directors, officers,

stockholders, employees or agents to us or our stockholders;

● any action asserting a claim against us or any of our current or former

directors, officers, stockholders, employees or agents relating to any provision of the Delaware General Corporation Law (“DGCL”)

or our Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of

action asserting a claim against us or any of our current or former directors, officers, stockholders, employees or agents governed by

the internal affairs doctrine of the State of Delaware, in each such case unless the Court of Chancery (or such other state or federal

court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims

because such court lacked personal jurisdiction over an indispensable party named as a defendant therein.

Our Certificate of Incorporation

will further provide that, unless otherwise consented to by us in writing to the selection of an alternative forum, the federal district

courts of the U.S.

will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint against

any person in connection with any offering of our securities, asserting a cause of action arising under the Securities Act.

or entity purchasing or otherwise acquiring any interest in our securities will be deemed to have notice of and consented to this provision.

Although our Certificate of

Incorporation contains the choice of forum provisions described above, it is possible that a court could rule that such provisions are

inapplicable for a particular claim or action or that such provisions are unenforceable.

For example, under the Securities Act, federal

courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors

cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

In addition, 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, and, therefore, the exclusive forum provisions described above do not apply to any actions brought under

the Exchange Act.

Although we believe these

provisions will benefit us by limiting costly and time-consuming litigation in multiple forums and by providing increased consistency

in the application of applicable law, these exclusive forum provisions may limit the ability of our shareholders to bring a claim in a

judicial forum that such shareholders find favorable for disputes with us or our directors, officers or employees, which may discourage

such lawsuits against us and our directors, officers and other employees.

We may be required to

repurchase up to 6,720,000 shares of common stock from the investors with whom we entered into Forward Purchase Agreements in connection

with the closing of the Business Combination, which would reduce the amount of cash available to us to fund our growth plan.

On and around July 13, 2023,

FACT entered into separate Forward Purchase Agreements with certain investors (together, the “ FPA Investors ”), pursuant

to which FACT (now Complete Solaria following the Closing) agreed to purchase in the aggregate, on the date that is 24 months after the

Closing Date (the “ Maturity Date ”), up to 6,720,000 shares of common stock then held by the FPA Investors (subject

to certain conditions and purchase limits set forth in the Forward Purchase Agreements).

Pursuant to the terms of the Forward Purchase

Agreements, each FPA Investor further agreed not to redeem any of the FACT Class A Ordinary Shares owned by it at such time.

The per price

at which the FPA Investors have the right to sell the shares to us on the Maturity Date will not be less than $5.00 per share.

If the FPA Investors hold

some or all of the 6,720,000 forward purchase agreement shares on the Maturity Date, and the per share trading price of our common stock

is less than the per share price at which the FPA Investors have the right to sell the common stock to us on the Maturity Date, we would

expect that the FPA Investors will exercise this repurchase right with respect to such shares.

In the event that we are required to repurchase

these forward purchase agreement shares, or in the event that the forward purchase agreements are terminated the amount of cash arising

from the Business Combination that would ultimately be available to fund our liquidity and capital resource requirements would be reduced

accordingly, which would adversely affect our ability to fund our growth plan in the manner we had contemplated when entering into the

forward purchase agreements.

Warrants to purchase

shares of our common stock may not be exercised at all or may be exercised on a cashless basis and we may not receive any cash proceeds

from the exercise of such warrants.

The exercise price of warrants

to purchase shares of our common stock may be higher than the prevailing market price of the underlying shares of common stock.

price of such warrants is subject to market conditions and may not be advantageous if the prevailing market price of the underlying shares

of common stock is lower than the exercise price.

The cash proceeds associated with the exercise of such warrants to purchase our common

stock are contingent upon our stock price.

The value of our common stock will fluctuate and may not align with the exercise price of such

warrants at any given time.

If such warrants are “out of the money,” meaning the exercise price is higher than the market

price of our common stock, there is a high likelihood that warrant holders may choose not to exercise their warrants.

As a result, we

may not receive any proceeds from the exercise of such warrants.

Furthermore, with regard to

certain warrants to purchase shares of our common stock that were issued in a private placement at the time of FACT’s IPO and warrants

issued to certain selling securityholders in connection with conversion of working capital loans, it is possible that we may not receive

cash upon their exercise, since these warrants may be exercised on a cashless basis.

A cashless exercise allows warrant holders to convert

the warrants into shares of our common stock without the need for a cash payment.

Instead of paying cash upon exercise, the warrant holder

would receive a reduced number of shares based on a predetermined formula.

As a result, the number of shares issued through a cashless

exercise will be lower than if the warrants were exercised on a cash basis, which could impact the cash proceeds we receive from the exercise

of such warrants.

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