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Item 1A. Risk Factors

2022-03-31 compared with 2021-04-02 · 980 added, 2075 removed, 2 unchanged (100% of the section changed)

In the course of conducting our business operations, we are

exposed to a variety of risks, some of which are inherent in our industry and others of which are more specific to our own businesses.

The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our

future prospects and/or cause the price of our common stock to decline.

In the course of conducting our business operations, we are exposed to a variety of risks, some of which are inherent in our industry and others of which are more specific to our own businesses.

The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our common stock to decline.

These risks are discussed more fully following this summary.

Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited

to, the following:

We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate

our ability to achieve our business objective.

Past performance by Trasimene Capital and Bridgeport Partners, or their respective affiliates (including the founder and our

management team), including the businesses referred to herein, may not be indicative of future performance of an investment in

us or in the future performance of any business that we may acquire.

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

If we seek stockholder approval of our initial business combination, our initial shareholders, members of our management team and Cannae Holdings have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive

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

The requirement that we complete an initial business combination within 24 months after the closing of the IPO may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets 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.

We may not be able to complete an initial business combination within 24 months after the closing of the IPO, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Legal proceedings in connection with the business combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

The recent coronavirus (COVID-19) pandemic and the impact on business and debt and equity markets could have a material adverse effect on our search for a business combination, and any target business with which we ultimately complete a business combination.

If we seek stockholder approval of our initial business combination, our initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float”

of our Class A common stock

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.

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.

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

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

If we do not 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.

If the net proceeds are insufficient to allow us to operate for at least the next 24 months, 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 sponsors or management team to fund our search and to complete our initial business combination.

If we have not completed an initial business combination within 24 months from the closing of the IPO, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account.

The grant of registration rights to our initial shareholders 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 the shares of our Class A common stock.

We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

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

to other entities, including another blank check company, and, accordingly, may have conflicts of interest in allocating their

time and determining to which entity a particular business opportunity should be presented.

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests

that conflict with our interests.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be

affiliated with our sponsors, executive officers, directors or existing holders which may raise potential conflicts of interest.

Since our sponsors, executive officers and directors will lose their entire investment in us if our initial business combination

is not completed (other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether

a particular business combination target is appropriate for our initial business combination.

Risks Relating to our Search for, Consummation of, or Inability

to Consummate a Business Combination and Post-Business Combination Risks

Our public shareholders may not be afforded an opportunity

to vote on our proposed initial business combination, which means we may complete our initial business combination even though

a majority of our public shareholders do not support such a combination.

We may choose not to hold a shareholder

vote before we complete our initial business combination if the business combination would not require shareholder approval under

applicable law or stock exchange listing requirement.

For instance, if we were seeking to acquire a target business where the consideration

we were paying in the transaction was all cash, we would not be required to seek shareholder approval to complete such a transaction.

Except as required by law or stock exchange, the decision as to whether we will seek shareholder approval of a proposed business

combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion,

and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would

otherwise require us to seek shareholder approval.

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

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

Your only opportunity to affect the investment decision

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

At the time of your investment in us, you

will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses.

Since our board

of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right

or opportunity to vote on the business combination, unless we seek such shareholder vote.

Accordingly, your only opportunity to

affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within

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

in which we describe our initial business combination.

If we seek shareholder approval of our initial business

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

combination, regardless of how our public shareholders vote.

Our initial shareholders will own, on an

as-converted basis, 20% of our outstanding Class A ordinary shares immediately following the completion of our offering.

initial shareholders and members of our management team also may from time to time purchase Class A ordinary shares prior

to our initial business combination.

Our amended and restated memorandum and articles of association will provide that, if we seek

shareholder approval of an initial business combination, such initial business combination will be approved if we receive the affirmative

vote of a majority of the shares voted at such meeting, including the founder shares.

As a result, in addition to our initial shareholders'

founder shares, we would need 16,875,001, or approximately 37.5%, of the 45,000,000 public shares sold in our offering to be voted

in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and

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

Accordingly, if we seek shareholder approval of our

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

of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such

initial business combination.

In evaluating a prospective target business for our initial

business combination, our management will rely on the availability of all of the funds from the sale of the forward purchase securities

to be used as part of the consideration to the sellers in the initial business combination.

If the sale of the forward purchase

securities fails to close, we may lack sufficient funds to complete our initial business combination.

We have entered into a forward purchase

agreement pursuant to which Cannae Holdings has agreed to purchase the forward purchase securities in a private placement to occur

concurrently with our initial business combination.

The funds from the sale of forward purchase securities may be used as part

of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination

or for working capital in the post-transaction company.

The obligations under the forward purchase agreement do not depend on whether

any public shareholders elect to redeem their shares and provide us with a minimum funding level for the initial business combination.

However, if the sale of the forward purchase securities does not close by reason of the failure by Cannae Holdings to fund the

purchase price for their forward purchase securities, for example, we may lack sufficient funds to complete our initial business

Additionally, the obligation of Cannae Holdings to purchase the forward purchase securities are subject to termination

prior to the closing of the sale of the forward purchase securities by mutual written consent of the Company and Cannae Holdings,

or, automaticallyif the initial business combination is not completed within 24 months of the closing of our offering or such

later date as may be approved by the Company's shareholders;

and William P.

(d) if Frank R.

and William P.

Foley, II, the sponsors or the Company become subject

to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case

which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed

by a court for business or property of Frank R.

and William P.

Foley, II, the sponsors or the

Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment;

(e) if either of Frank R.

or William P.

Foley, II is convicted in a criminal proceeding for

a crime involving fraud or dishonesty.

The obligation of Cannae Holdings to purchase the forward purchase securities is subject

to fulfillment of customary closing conditions and other conditions as set forth in the forward purchase agreement, including:

(a) the initial business combination shall be completed substantially concurrent with, and immediately following, the purchase

of the forward purchase securities;

and (b) the Company must have delivered to Cannae Holdings a certificate evidencing the

Company's good standing as a Cayman Islands exempted company, as of a date within ten (10) business days of the closing

of the sale of the forward purchase shares.

In the event of any such failure to fund by Cannae Holdings, any obligation is so terminated

or any such condition is not satisfied and not waived by Cannae Holdings, we may not be able to obtain additional funds to account

for such shortfall on terms favorable to us or at all.

Any such shortfall would also reduce the amount of funds that we have available

for working capital of the post-business combination company.

While Cannae Holdings has represented to us that it has sufficient

funds to satisfy its obligations under the forward purchase agreement, we have not obligated Cannae Holdings to reserve funds for

such obligations.

The ability of our public shareholders to redeem their

shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult

for us to enter into a business combination with a target.

We may seek to enter into a business combination

transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain

amount of cash.

If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition

and, as a result, would not be able to proceed with the business combination.

Furthermore, in no event will we redeem our public

shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC's

"penny stock"

rules) or any greater net tangible asset or cash requirement which 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 to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above,

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

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

transaction with us.

The ability of our public shareholders to exercise redemption

rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize

our capital structure.

At the time we enter into an agreement

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

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

If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price,

or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account

to meet such requirements, or arrange for third party financing.

In addition, if a larger number of shares are submitted for redemption

than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account

or arrange for additional third party financing.

Raising additional third party financing may involve dilutive equity issuances

or the incurrence of indebtedness at higher than desirable levels.

The above considerations may limit our ability to complete the

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

The amount of the deferred underwriting

commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business

The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be

reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our

obligation to pay the entire deferred underwriting commissions.

The ability of our public shareholders to exercise redemption

rights with respect to a large number of our shares could increase the probability that our initial business combination would

be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement

requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount

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

If our initial business

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

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

however, at such time our

shares may trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material

loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able

to sell your shares in the open market.

The requirement that we complete an initial business combination

within 24 months after the closing of our offering 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

as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms

that would produce value for our shareholders.

Any potential target business with which

we enter into negotiations concerning a business combination will be aware that we must complete an initial business combination

within 24 months from the closing of our offering.

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.

We may not be able to complete an initial business combination

within 24 months after the closing of the offering, in which case we would cease all operations except for the purpose of

winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per

share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our sponsors, officers and directors have

agreed that we must complete our initial business combination within 24 months from the closing of our offering.

be able to find a suitable target business and complete an initial business combination within 24 months after the closing

of our offering.

Our ability to complete our initial business combination may be negatively impacted by general market conditions,

volatility in the capital and debt markets and the other risks described herein.

If we have not completed an initial business combination

within such applicable time period, we will:

(i) cease all operations except for the purpose of winding up;

(ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the

trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest 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 liquidating distributions, if any), subject to applicable law;

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 the requirements of other applicable law.

Our amended and restated memorandum and articles of association provide

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

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

days thereafter, subject to applicable Cayman Islands law.

In such case, our public shareholders may only receive $10.00 per share,

and our warrants will expire worthless.

In certain circumstances, our public shareholders may receive less than $10.00 per share

on the redemption of their shares.

See "—If third parties bring claims against us, the proceeds held in the trust account

could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share"

risk factors below.

The recent coronavirus (COVID-19) pandemic and the impact

on business and debt and equity markets could have a material adverse effect on our search for a business combination, and any

target business with which we ultimately complete a business combination.

In December 2019, a novel strain of

coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and

other parts of the world, including the United States and Europe.

On January 30, 2020, the World Health Organization declared

the outbreak of the coronavirus a "Public Health Emergency of International Concern."

On January 31, 2020, U.S.

Health and Human Services Secretary Alex M.

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

community in responding to the coronavirus, and on March 11, 2020 the World Health Organization characterized the outbreak

as a "pandemic".

A significant outbreak of the coronavirus and other infectious diseases could result in a widespread

health crisis that could adversely affect the economies and financial markets worldwide, business operations and the conduct of

commerce generally and could have a material adverse effect on the business of any potential target business with which we complete

a business combination.

Furthermore, we may be unable to complete a business combination if continued concerns relating to the

coronavirus restrict travel, limit the ability to have meetings with potential investors or the target company's personnel, vendors

and services providers are unavailable to negotiate and complete a transaction in a timely manner.

The extent to which the coronavirus

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 the coronavirus pandemic and the actions to contain the coronavirus

or treat its impact, among others.

If the disruptions posed by the coronavirus or other matters of global concern continue for

an extensive period of time, it could have a material adverse effect on our ability to complete a business combination, or the

operations of a target business with which we ultimately complete a business combination.

In addition, our ability to complete a

transaction may be dependent on the ability to raise equity and debt financing and the coronavirus pandemic and other related events

could have a material adverse effect on our ability to raise adequate financing.

If we seek shareholder approval of our initial business

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

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

"float"

of our Class A ordinary shares.

If we seek shareholder approval of our

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

the tender offer rules, our initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares

or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our

initial business combination, where otherwise permissible under applicable laws, rules and regulations, although they are

under no obligation to do so.

However, other than as expressly stated herein, they have no current commitments, plans or intentions

to engage in such transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in

the trust account will be used to purchase shares or public warrants in such transactions.

Such a purchase may include a contractual

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

and therefore agrees not to exercise its redemption rights.

In the event that our initial shareholders, directors, executive officers,

advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected

to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their

The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby

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

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

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

The purpose of any such purchases of public warrants could be

to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for

approval in connection with our initial business combination.

Any such purchases of our securities may result in the completion

of our initial business combination that may not otherwise have been possible.

Any such purchases will be reported pursuant to

Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made,

the public "float"

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

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

on a national securities exchange.

If a shareholder fails to receive notice of our offer

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

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

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

In addition, the proxy solicitation or tender offer

materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination

will describe the various procedures that must be complied with in order to validly redeem or tender public shares.

we may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their

shares in "street name,"

to either tender their certificates to our transfer agent prior to the date set forth in the

tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal

to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent

electronically.

In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed.

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 earlier to occur of:

(i) our completion of an initial business combination,

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

the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder

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

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

do not complete an initial business combination within 24 months from the closing of our offering or (B) with respect

to any other provisions relating to the rights of our Class A ordinary shares, and (iii) the redemption of our public

shares if we have not completed an initial business within 24 months from the closing of our offering, subject to applicable

law and as further described herein.

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

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

subsequent completion of an initial business combination or liquidation if have not completed an initial business combination within

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

In no other circumstances

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

Holders of warrants will not have any right

to the proceeds held in the trust account with respect to the warrants.

Accordingly, to liquidate your investment, you may be forced

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

You will not be entitled to protections normally afforded

to investors of many other blank check companies.

Since the net proceeds of our 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

However, because we have net tangible assets in excess of $5,000,000 upon the completion of our offering and the sale of

the private placement warrants and 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 will not be afforded the benefits or protections of those rules.

Among other things, this means our units

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

subject to Rule 419.

Moreover, if our offering were subject to Rule 419, that rule would prohibit the release of

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

in connection with our completion of an initial business combination.

Because of our limited resources and the significant competition

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

not 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.

We expect to encounter intense competition

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

partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses

we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience in identifying

and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial

resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous

target businesses we could potentially acquire with the net proceeds of our 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

Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the

time of our initial business combination in conjunction with a shareholder vote or via a tender offer.

Target companies will be

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

Any of these obligations may place

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

If we do not 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.

If the net proceeds of our offering and the sale of the

private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months,

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 sponsors or management team to fund our search and to complete our initial business combination.

The funds available to us outside of the

trust account to fund our working capital requirements may not be sufficient to allow us to operate for at least the next 24 months,

assuming that our initial business combination is not completed during that time.

We believe that, upon closing of our offering,

the funds available to us outside of the trust account, together with funds available from loans from our sponsors will be sufficient

to allow us to operate for at least the next 24 months;

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

funds available to us, we expect to 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"

(a provision in letters of intent designed to keep target businesses from "shopping"

around for transactions with other

companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination,

although we do not have any current intention to do so.

If we entered into a letter of intent where we paid for the right to receive

exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise),

we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

do not complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the

liquidation of our trust account and our warrants will expire worthless.

In certain circumstances, our public shareholders may

receive less than $10.00 per share upon our liquidation.

See "—If third parties bring claims against us, the proceeds

held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00

per share"

and other risk factors below.

In the event that our offering expenses

exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account.

In such case, unless

funded by the proceeds of loans available from our sponsors, the amount of funds we intend to be held outside the trust account

would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less than our estimate of $1,000,000,

the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

The amount held in

the trust account will not be impacted as a result of such increase or decrease.

If we are required to seek additional capital,

we would need to borrow funds from our sponsors, management team or other third parties to operate or may be forced to liquidate.

Neither our sponsors, members of our management team nor any of their affiliates is under any obligation to advance funds to us

in such circumstances.

Any such advances would be repaid only from funds held outside the trust account or from funds released

to us upon completion of our initial business combination.

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

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

The warrants would be identical to

the private placement warrants.

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

parties other than our sponsors or an affiliate of our sponsors 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 obtain

these loans, we may be unable to complete our initial business combination.

If we do not 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 certain circumstances, our public shareholders may receive less than

$10.00 per share on the redemption of their shares.

See "—If third parties bring claims against us, the proceeds held

in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per

and other risk factors below.

Subsequent to our completion of our initial business combination,

we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant

negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all

of your investment.

Even if we conduct due diligence on a target

business with which we combine, we cannot assure you that this diligence will surface all material issues with a particular target

business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors

outside of the target business and outside of our control will not later arise.

As a result of these factors, we may be forced

to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in

our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously

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

Even though these charges may be non-cash

items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative

market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants

to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination

debt financing.

Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer

a reduction in the value of their securities.

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

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

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

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

or material omission.

If third parties bring claims against us, the proceeds

held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00

Our placing of funds in the trust account

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

Although we will seek to have all vendors, service providers (other

than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our

public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented

from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility

or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage

with respect to a claim against our assets, including the funds held in the trust account.

If any third party refuses to execute

an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives

available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes

that such third party's engagement would be significantly more beneficial to us than any alternative.

Making such a request of

potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses

refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

Examples of possible instances where we

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

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

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

In addition, there is no guarantee

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

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

Upon redemption of our public

shares, if we have not completed an initial business combination within 24 months from the closing of our offering, or upon

the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment

of claims of creditors that were not waived that may be brought against us within the ten years following redemption.

the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in

the trust account, due to claims of such creditors.

Pursuant to the letter agreement the form of which is filed as an exhibit to

the Company’s registration statement, our sponsors have agreed that they will be liable to us if and to the extent any claims

by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business

with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser

of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation

of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the

interest that may be withdrawn to pay our taxes, if any, provided that such liability will not apply to any claims by a third party

or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply

to any claims under our indemnity of the underwriters of our offering against certain liabilities, including liabilities under

the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsors

will not be responsible to the extent of any liability for such third party claims.

However, we have not asked our sponsors to

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

satisfy its indemnity obligations and believe that our sponsors' only assets are securities of our company.

Therefore, we cannot

assure you that our sponsors would be able to satisfy those obligations.

As a result, if any such claims were successfully made

against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than

$10.00 per public share.

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

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

None of our officers or directors will indemnify

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

Our directors may decide not to enforce the indemnification

obligations of our sponsors, resulting in a reduction in the amount of funds in the trust account available for distribution to

our public shareholders.

In the event that the proceeds in the trust

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

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

assets, in each case net of the interest that may be withdrawn to pay our taxes, if any, and our sponsors assert 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 sponsors to enforce its indemnification obligations.

While we currently

expect that our independent directors would take legal action on our behalf against our sponsors to enforce their indemnification

obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary

duties may choose not to do so in any particular instance.

If our independent directors choose not to enforce these indemnification

obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below

$10.00 per share.

We may not have sufficient funds to satisfy indemnification

claims of our directors and executive officers.

We have agreed to indemnify our officers

and directors to the fullest extent permitted by law.

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

interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any

reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside

of the trust account or (ii) we complete an initial business combination.

Our obligation to indemnify our officers and directors

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

provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even

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

Furthermore, a shareholder's investment

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

to these indemnification provisions.

If, after we distribute the proceeds 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.

If, after we distribute the proceeds 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.

If, before distributing the proceeds 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

If, before distributing the proceeds 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 proceeds 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.

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.

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 and those changes could have

a material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable

laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to

negotiate and complete our initial business combination, and results of operations.

If we have not completed an initial business combination

within 24 months from the closing of our offering, our public shareholders may be forced to wait beyond such 24 months

before redemption from our trust account.

If we have not completed an initial business

combination within 24 months from the closing of our offering, the proceeds then on deposit in the trust account, including

interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000

of the interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein.

Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated

memorandum and articles of association prior to any voluntary winding up.

If we are required to wind-up, liquidate the trust account

and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up,

liquidation and distribution must comply with the applicable provisions of the Companies Law.

In that case, investors may be forced

to wait beyond 24 months from the closing of our offering before the redemption proceeds of our trust account become available

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

We have no obligation to

return funds to investors prior to the date of our redemption or liquidation unless we complete our initial business combination

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

Only upon our redemption

or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination.

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

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

the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman

Our shareholders may be held liable for claims by third

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

If we are forced to enter into an insolvent

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

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

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

Furthermore, our

directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby

exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims

of creditors.

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

We and our directors and officers

who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were

unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for

a fine of approximately $18,292 and to imprisonment for five years in the Cayman Islands.

We may not hold an annual general meeting until after

the completion of our initial business combination.

In accordance with the NYSE corporate governance

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

following our listing on the NYSE.

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

to appoint directors.

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

directors and to discuss company affairs with management.

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

of directors being elected in each year and each class (except for those directors appointed prior to our first annual general

meeting) serving a three-year term.

Holders of Class A ordinary shares will not be entitled

to vote on any appointment of directors we hold prior to our initial business combination.

Prior to our initial business combination,

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

Holders of our public shares will

not be entitled to vote on the appointment of directors during such time.

In addition, prior to the completion of an initial business

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

you may not have any say in the management of our company prior to the completion of an initial business combination.

Because we are neither limited to evaluating a target

business in a particular industry sector, you will be unable to ascertain the merits or risks of any particular target business's

We may pursue business combination opportunities

in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to

effectuate our initial business combination with another blank check company or similar company with nominal operations.

extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with

which we combine.

For example, if we combine with a financially unstable business or an entity lacking an established record of

sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development

stage entity.

Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business,

we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate

time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to

control or reduce the chances that those risks will adversely impact a target business.

We also cannot assure you that an investment

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

in a business combination target.

Accordingly, any shareholders who choose to remain shareholders following our initial business

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

Such shareholders are unlikely to have a remedy for such

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

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

laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable

material misstatement or material omission.

We may seek acquisition opportunities in industries or

sectors which may or may not be outside of our management's area of expertise.

We will consider a business combination

outside of our management's area of expertise if a business combination candidate is presented to us and we determine that such

candidate offers an attractive acquisition opportunity for our company.

Although our management will endeavor to evaluate the risks

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

of the significant risk factors.

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

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

In the event we elect to pursue an acquisition outside of the areas of our management's expertise, our management's expertise may

not be directly applicable to its evaluation or operation, and the information contained in our prospectus regarding the areas

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

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

Accordingly, any shareholder

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

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

Although we have identified general criteria and guidelines

that we believe are important in evaluating prospective target businesses and our strategy will be to identify, acquire and build

a company in financial services, technology, business services and related sectors, we may enter into our initial business combination

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

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

Although we have identified general criteria

and guidelines for evaluating prospective target businesses and our strategy will be to identify, acquire and build a company in

financial services, technology, business services and related sectors, it is possible that a target business with which we enter

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

If we complete our initial business combination

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

a business that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination

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

rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum

net worth or a certain amount of cash.

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

to obtain shareholder approval for business or other legal 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 do not 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 are not required to obtain an opinion from an independent

accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we

are paying for the business is fair to our shareholders from a financial point of view.

Unless we complete our initial business

combination with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or independent

investment banking firm which is a member of FINRA that the price we are paying is fair to our shareholders from a financial point

If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine

fair market value based on standards generally accepted by the financial community.

Such standards used will be disclosed in our

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

We may reincorporate in another jurisdiction in connection

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

We may, in connection with our initial

business combination and subject to requisite shareholder approval under the Companies Law, reincorporate in the jurisdiction in

which the target company or business is located or in another jurisdiction.

The transaction may require a shareholder or warrant

holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which

its members are resident if it is a tax-transparent entity.

We do not intend to make any cash distributions to shareholders or

warrant holders to pay such taxes.

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

to their ownership of us after the reincorporation.

We may have a limited ability to assess the management

of a prospective target business and, as a result, may affect our initial business combination with a target business whose management

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

When evaluating the desirability of effecting

our initial business combination with a prospective target business, our ability to assess the target business's management may

be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target business's management,

therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

the target business's management not possess the skills, qualifications or abilities necessary to manage a public company, the

operations and profitability of the post-combination business may be negatively impacted.

Accordingly, any shareholders who choose

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

Such shareholders

are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due

to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully

bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the

business combination contained an actionable material misstatement or material omission.

The officers and directors of an acquisition candidate

may resign upon completion of our initial business combination.

The loss of a business combination target's key personnel could

negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate's

key personnel upon the completion of our initial business combination cannot be ascertained at this time.

Although we contemplate

that certain members of an acquisition candidate's management team will remain associated with the acquisition candidate following

our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain

We may only be able to complete one business combination

with the proceeds of our 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.

This lack of diversification may negatively impact our

operations and profitability.

Of the net proceeds from our offering,

the sale of the private placement warrants and the sale of the forward purchase securities.$575,387,500 will be available to complete

our business combination and pay related fees and expenses (which excludes up to approximately $18,112,500 after taking into account

the deferred underwriting commissions being held in the trust account and the estimated expense of our offering).

We may effectuate our initial business

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

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

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

with the SEC that present operating results and the financial condition of several target businesses as if they had been operated

on a combined basis.

By completing our initial business combination with only a single entity, our lack of diversification may

subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations

or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to

complete several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects

for our success may be:

solely dependent upon the performance of a

single business, property or asset;

dependent upon the development or market acceptance

of a single or limited number of products, processes or services.

This lack of diversification may subject

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

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

We may attempt to simultaneously complete business combinations

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

costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire

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

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

and delay our ability, to complete our initial business combination.

With multiple business combinations, we could also face additional

risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple

sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the

acquired companies in a single operating business.

If we are unable to adequately address these risks, it could negatively impact

our profitability and results of operations.

We may attempt to complete our initial business combination

with a private company about which little information is available, which may result in a business combination with a company that

is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we

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

By definition, 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.

Our management may not be able to maintain control of

a target business after our initial business combination.

Upon the loss of control of a target business, new management may not

possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination

so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests

or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires

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

for us not to be required to register as an investment company under the Investment Company Act.

We will not consider any transaction

that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting securities of the target,

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

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

For example, we could pursue a transaction

in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock,

shares or other equity interests of a target.

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

However, as a result

of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction

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

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.

We may seek business combination opportunities with a

high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our

desired results.

We may seek business combination opportunities

with large, highly complex companies that we believe would benefit from operational improvements.

While we intend to implement

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

combination may not be as successful as we anticipate.

To the extent we complete our initial business

combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks

inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy.

Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we

may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination.

If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated,

we may not achieve the gains that we anticipate.

Furthermore, some of these risks and complexities may be outside of our control

and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target

Such combination may not be as successful as a combination with a smaller, less complex organization.

We 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.

Our amended and restated memorandum and

articles of association will not provide a specified maximum redemption threshold, except 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 (such that we are not subject to the SEC's

"penny stock"

rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating

to our initial business combination.

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 business combination pursuant

to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsors, 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.

The provisions of our amended and restated memorandum

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

governing the release of funds from our trust account) may be amended with the approval of a special resolution which requires

the approval of the holders of at least two-thirds our ordinary shares who attend and vote at a general meeting of the company,

which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend

our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial

business combination that some of our shareholders may not support.

Some other blank check companies have a

provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company's

pre-business combination activity, without approval by a certain percentage of the company's shareholders.

In those companies,

amendment of these provisions typically requires approval by 90% of the company's shareholders attending and voting at a general

Our amended and restated memorandum and articles of association will provide that any of its provisions related to pre-business

combination activity (including the requirement to deposit proceeds of our offering and the private placement of warrants into

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

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

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

of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares.

Our initial shareholders

and their permitted transferees, if any, who will collectively beneficially own, on an as converted basis, 20% of our Class A

ordinary shares upon the closing of our offering (assuming they do not purchase any units in our offering), will participate in

any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion

to vote in any manner they choose.

As a result, we may be able to amend the provisions of our amended and restated memorandum and

articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and

this may increase our ability to complete a business combination with which you do not agree.

Our shareholders may pursue remedies

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

Our sponsors, executive 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 that would affect the substance or timing of our obligation to allow redemption in connection with

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

24 months from the closing of our offering, 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, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of

then outstanding public shares.

These agreements are contained in letter agreements that we have entered into with our sponsors,

directors and each member of our management team.

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

and, as a result, will not have the ability to pursue remedies against our sponsors, executive officers or directors for any breach

of these agreements.

As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action,

subject to applicable law.

In order to effectuate an initial business combination,

blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including

their warrant agreements.

We cannot assure you that we will not seek to amend our amended and restated memorandum and articles

of association or governing instruments in a manner that will make it easier for us to complete our initial business combination

that our shareholders may not support.

In order to effectuate a business combination,

blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including

their warrant agreements.

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

thresholds, changed industry focus and, with respect to their warrants, amended their warrant agreements to require the warrants

to be exchanged for cash and/or other securities.

Amending our amended and restated memorandum and articles of association will

require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of

at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement

will require a vote of holders of at least 65% of the public warrants.

In addition, our amended and restated memorandum and articles

of association will 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 that would affect the substance or timing

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

if we do not complete an initial business combination within 24 months from the closing of our offering.

To the extent any

of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration

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

We may be unable to obtain additional financing to complete

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

or abandon a particular business combination.

If we do not 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.

If the net proceeds of our offering, the

sale of the private placement warrants and the forward purchase securities prove to be insufficient, either because of the size

of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation

to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business

combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we

may be required to seek additional financing or to abandon the proposed business combination.

We cannot assure you that such financing

will be available on acceptable terms, if at all.

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

acquisition financing.

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

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

an alternative target business candidate.

If we do not 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

not previously released to us to pay our taxes on the liquidation of our trust account, and our warrants will expire worthless.

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

to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse

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

None of our officers, directors or shareholders is required

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

If we do not complete our initial

business combination, our public shareholders may only receive approximately $10.00 per share on the liquidation of our trust account,

and our warrants will expire worthless.

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 not

Subsequent to the closing of our offering,

our initial shareholders own, on an as-converted basis, 20% of our issued and outstanding Class A ordinary shares (assuming

they do not purchase any units in our offering).

Accordingly, they may exert a substantial influence on actions requiring a shareholder

vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles

of association.

If our initial shareholders purchase any units in our offering or if our initial shareholders purchase any additional

Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control.

our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional

securities, other than as disclosed in this Report.

Factors that would be considered in making such additional purchases would

include consideration of the current trading price of our Class A ordinary shares.

In addition, our board of directors, whose

members were elected by our sponsors, is and will be divided into three classes, each of which will generally serve for a terms

for three years with only one class of directors being elected in each year.

We may not hold an annual general meeting to appoint

new directors prior to the completion of our initial business combination, in which case all of the current directors will continue

in office until at least the completion of the business combination.

If there is an annual general meeting, as a consequence of

our "staggered"

board of directors, only a minority of the board of directors will be considered for election and our

initial shareholders, because of their ownership position, will have considerable influence regarding the outcome.

prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of

the board of directors for any reason.

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

completion of our initial business combination.

A provision of our warrant agreement may make it more

difficult for us to complete an initial business combination.

Unlike most blank check companies, 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 ordinary share, (ii) the aggregate gross proceeds

from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our

initial business combination on the date of the completion of our initial business combination (net of redemptions), and (iii) the

Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher

of the Market Value and the Newly Issued Price, and the $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 complete an initial business combination with a target business.

Because we must furnish our shareholders with target business

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

target businesses.

The federal proxy rules require that

a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical

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

We will include the same financial statement disclosure in

connection with our tender offer documents, whether or not they are required under the tender offer rules.

These financial statements

may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United

States of America ("US 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 statements in time for us to disclose such statements in accordance with federal proxy rules and

complete our initial business combination within the prescribed time frame.

Risks Relating to Our Securities

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.

Although on an on-going basis after giving

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

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

to our initial business combination.

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

we must maintain certain financial, distribution and share price levels.

Generally, we must maintain a minimum market capitalization

(generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders).

Additionally, our units will not be traded

after completion of our initial business combination and, in connection with our initial business combination, we will be required

to demonstrate compliance with 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, our share price would generally

be required to be at least $4.00 per share and our shareholders' equity would generally be required to be at least $4.0 million.

We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the NYSE delists our securities from

trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities

could be quoted on an over-the-counter market.

If this were to occur, we could face significant material adverse consequences,

a limited availability of market quotations

for our securities;

reduced liquidity for our securities;

a determination that our Class A ordinary

shares are a "penny stock"

which will require brokers trading in our Class A ordinary shares to adhere to more

stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a 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 we expect that our units and eventually our Class A ordinary shares

and warrants will be listed on the NYSE, our units, Class A ordinary shares and warrants will qualify as covered securities

under the statute.

Although the states are preempted from regulating the sale of our securities, the federal statute does allow

the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the

states can regulate or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these

powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state

securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder

the sale of securities of blank check companies in their states.

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.

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 will 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 offering without our prior consent, which we refer to as the "Excess Shares."

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

our initial business combination.

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

our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open

market transactions.

Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete

our initial business combination.

And as a result, you will continue to hold that number of shares exceeding 15% and, in order

to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

If we are deemed to be an investment company under the

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

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

If we are deemed to be an investment company

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

restrictions on the nature of our investments;

restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

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

registration as an investment company;

adoption of a specific form of corporate structure;

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

In order not to be regulated as an investment

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

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

owning, holding or trading "investment securities"

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

securities and cash items) on an unconsolidated basis.

Our business will be to identify and complete a business combination and

thereafter to operate the post-transaction business or assets for the long term.

We do not plan to buy businesses or assets with

a view to resale or profit from their resale.

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

We do not believe that our anticipated

principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust account may only

be invested in United States "government securities"

within the meaning of Section 2(a)(16) of the Investment Company

Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement,

the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments,

and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling

businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an "investment company"

within the meaning of the Investment Company Act.

Our offering is not intended for persons who are seeking a return on investments

in government securities or investment securities.

The trust account is intended as a holding place for funds pending the earliest

(a) the completion of our initial business combination;

(b) the redemption of any public shares properly

tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (i) to

modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to

redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of

our offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A ordinary shares;

or (c) absent our completing an initial business combination within 24 months from the closing of our offering, our return

of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.

invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject

to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which

we have not allotted funds and may hinder our ability to complete a business combination.

If we do not 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 are not registering the Class A ordinary shares

issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration

may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its

warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We are not registering the Class A

ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.

under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration

statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A ordinary

shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant

We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental

change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated

by reference therein are not current or correct or the SEC issues a stop order.

If the shares issuable upon exercise of the warrants

are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis,

in which case the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula

subject to a maximum number of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).

no such warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders

seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities

laws of the state of the exercising holder, unless an exemption from state registration is available.

Notwithstanding the above,

if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such

that it satisfies the definition of a "covered security"

under Section 18(b)(1) of the Securities Act, we may,

at our option, require holders of public warrants who exercise their warrants to do so on a "cashless basis"

in accordance

with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain

in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the

shares under applicable blue sky 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 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 and there is no exemption

If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration

or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and

expire worthless.

In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit

purchase price solely for the Class A ordinary shares included in the units.

There may be a circumstance where an exemption

from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption

does not exist for holders of the warrants included as part of units sold in our offering.

In such an instance, our sponsors and

their transferees (which may include our directors and executive officers) would be able to sell the ordinary shares underlying

their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary

There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to

exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold

in our offering.

In such an instance, our sponsors and their transferees (which may include our directors and executive officers)

would be able to sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise

their warrants and sell the underlying ordinary shares.

If and when the warrants become redeemable by us, we may exercise our redemption

right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Our ability to require holders of our warrants to exercise

such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement

covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A

ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price

of their warrants in cash.

If we call the warrants for redemption,

we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis.

If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective

registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would

have been had such holder exercised his or her warrant for cash.

For example, if the holder is exercising 875 public warrants at

$11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share

when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A ordinary

The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash.

This will have

the effect of reducing the potential "upside"

of the holder's investment in our company because the warrant holder will

hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold.

The warrants may become exercisable and redeemable for

a security other than the Class A ordinary shares, and you will not have any information regarding such other security at

In certain situations, including if we

are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than

the Class A ordinary shares.

As a result, if the surviving company redeems your warrants for securities pursuant to the warrant

agreement, you may receive a security in a company of which you do not have information at this time.

Pursuant to the warrant agreement,

the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying

the warrants within twenty business days of the closing of an initial business combination.

The grant of registration rights to our initial shareholders

may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect

the market price of our Class A ordinary shares.

Pursuant to an agreement to be entered

into concurrently with the issuance and sale of the securities in our offering, our initial shareholders and their permitted transferees

can demand that we register the Class A ordinary shares into which founder shares are convertible, the private placement warrants

and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued

upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants.

The registration

rights will be exercisable with respect to the founder shares and the private placement warrants and the Class A ordinary

shares issuable upon exercise of such private placement warrants.

Pursuant to the forward purchase agreement, we have agreed to

use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale

shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants

(and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly

thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on

which Cannae Holdings or its assignee cease to hold the securities covered thereby, and (B) the date all of the securities

covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after

such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations.

In addition, the forward purchase agreement provides for certain "piggy-back"

registration rights to the holders of forward

purchase securities to include their securities in other registration statements filed by us.

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 securities owned by our initial shareholders or their permitted transferees are registered.

We 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.

Our amended and restated memorandum and articles of association

authorizes the issuance of up to 400,000,000 Class A ordinary shares, par value $0.0001 per share, 40,000,000 Class B

ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share.

There exist 348,250,000

and 27,062,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available

for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants and the

forward purchase warrants, shares issuable upon conversion of the Class B ordinary shares or shares issued upon the sale

of the forward purchase shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares

on the first business day following the completion of our initial business combination as described herein and in our amended

and restated memorandum and articles of association.

As of December 31, 2020, there are no preferred shares issued and outstanding.

We 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 to redeem the warrants or

upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination

as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association.

our amended and restated memorandum and articles of association will provide, among other things, that prior to or in connection

with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive

funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders

prior to or in connection with the completion of an initial business combination.

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 investors in our offering;

may 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;

could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among

other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal

of our present officers and directors;

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

will not result in adjustment to the exercise price of our warrants.

Unlike most other similarly structured blank check companies,

our initial shareholders will receive additional Class A ordinary shares if we issue shares to complete an initial business

The founder shares will automatically convert

into Class A ordinary shares on the first business day following the completion of our initial business combination at a ratio

such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate,

on an as-converted basis, 20% of the sum of (i) the total number of our ordinary shares issued and outstanding upon completion

of this offering, plus (ii) the sum of (a) the total number of ordinary shares issued or deemed issued or issuable upon

conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the

completion of the initial business combination (including the forward purchase shares, but not the forward purchase warrants),

excluding (1) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A

ordinary shares issued, or to be issued, to any seller in the initial business combination and (2) any private placement warrants

issued to our sponsors or any of their affiliates upon conversion of working capital loans, minus (b) the number of public

shares redeemed by public shareholders in connection with our initial business combination.

In no event will the Class B ordinary

shares convert into Class A ordinary shares at a rate of less than one to one.

This is different than most other similarly

structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number

of shares to be outstanding prior to the initial business combination.

Resources could be wasted in researching acquisitions

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

If we do not 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 anticipate that the investigation of

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

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

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

likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, 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 do not 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 may issue notes or other debt securities, or otherwise

incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and

thus negatively impact the value of our shareholders' investment in us.

Although we have no commitments as of the

date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our offering,

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

We and our officers have agreed that we will

not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind

in or to the monies held in the trust account.

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

from the trust account.

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

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay

our debt obligations;

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

breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation

of that covenant;

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

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

such financing while the debt security is outstanding;

our inability to pay dividends on our Class A ordinary shares;

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available

for dividends on our Class A ordinary shares if declared, our ability to pay expenses, make capital expenditures and acquisitions

and fund other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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

government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements

and execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

Our sponsors paid an aggregate of $25,000, or approximately

$0.002 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A

ordinary shares.

The difference between the public offering

price per share (allocating all of the unit purchase price to the Class A ordinary share and none to the one-third of a warrant

included in the unit) and the pro forma net tangible book value per Class A ordinary share after our offering constitutes

the dilution to you and the other investors in our offering.

Our sponsors acquired the founder shares at a nominal price, significantly

contributing to this dilution.

Upon closing of our offering, and assuming no value is ascribed to the warrants included in the

units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 96.2% (or $9.62

per share, assuming no exercise of the underwriters' over-allotment option), the difference between the pro forma net tangible

book value per share of $0.38 and the initial offering price of $10.00 per unit.

This dilution would increase to the extent that

the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one

basis upon conversion of the founder shares at the time of our initial business combination.

In addition, because of the anti-dilution

protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination

would be disproportionately dilutive to our Class A ordinary shares.

We may amend the terms of the warrants in a manner that

may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants

and forward purchase warrants.

As a result, the exercise price of your warrants could be increased, the exercise period could be

shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without

your approval.

Our warrants will be issued in registered

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

agreement will provide 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 and forward purchase warrants.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then

outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants and forward

purchase 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, shorten

the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

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 Reference Value equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations,

recapitalizations and the like).

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.

of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when

it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise

wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called

for redemption, we expect would be substantially less than the Market Value of your warrants.

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 for share splits, share dividends,

rights issuances, subdivisions, reorganizations, recapitalizations and the like).

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

their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the

fair market value of our Class A ordinary shares.

The value received upon exercise of the warrants (1) may be less than

the value the holders would have received if they had exercised their warrants at a later time where the underlying share price

is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares

received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life

of the warrants.

Our warrants and founder shares may have an adverse effect

on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 17,250,000

Class A ordinary shares as part of the units offered by in our offering and, simultaneously with the closing of our offering,

we issued in a private placement an aggregate of 8,233,334 private placement warrants, each exercisable to purchase one Class A

ordinary share at $11.50 per share.

We will also issue 2,500,000 forward purchase warrants concurrently with the closing of the

sale of the forward purchase shares.

Our initial shareholders currently own an aggregate of 12,937,500 founder shares.

shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein.

addition, if our sponsors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the

price of $1.50 per warrant at the option of the lender.

Such warrants would be identical to the private placement warrants, including

as to exercise price, exercisability and exercise period.

Our public warrants are also redeemable by us for Class A ordinary

shares as described in our prospectus.

To the extent we issue Class A ordinary

shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of

additional Class A ordinary shares upon exercise of these warrants and conversion rights 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

and founder shares may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target

The private placement warrants are identical

to the warrants sold as part of the units in our offering except that, so long as they are held by our sponsors or their permitted

transferees, (i) they will not be redeemable by us, (ii) they (including the Class A ordinary shares issuable upon

exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsors until

30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless

basis and (iv) are subject to registration rights.

Because each unit contains one-third of one warrant and

only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-third of one warrant.

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

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 warrant to purchase one whole

We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon

completion of a business combination since the warrants will be exercisable in the aggregate for one third of the number of shares

compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger

partner for target businesses.

Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant

to purchase one whole share.

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 will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider

to be in their best interests.

These provisions will include a staggered board of directors and the ability of the board of directors

to designate the terms of and issue new series of preferred shares, and the fact that prior to the completion of our initial business

combination only holders of our Class B ordinary shares, which have been issued to our sponsors, are entitled to vote on the

appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise

could involve payment of a premium over prevailing market prices for our securities.

Risks Relating to Our Management

We are dependent upon our executive officers and directors

and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively

small group of individuals and, in particular, our executive 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.

our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will

have conflicts of interest in allocating their time among various business activities, including identifying potential business

combinations and monitoring the related due diligence.

Moreover, certain of our directors and executive officers have time and

attention requirements for private investment funds of which affiliates of Trasimene Capital and Bridgeport Partners are the investment

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.

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

Our ability to successfully effect our initial business

combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join

us following our initial business combination.

The loss of key personnel could negatively impact the operations and profitability

of our post-combination business.

Our ability to successfully effect our

initial business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target business,

however, cannot presently be ascertained.

Although some of our key personnel may remain with the target business in senior management,

director 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.

Our key personnel may negotiate employment or consulting

agreements with a target business in connection with a particular business combination, and a particular business combination may

be conditioned on the retention or resignation of such key personnel.

These agreements may provide for them to receive compensation

following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether

a particular business combination is the most advantageous.

Our key personnel may be able to remain

with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting

agreements in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation

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

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

Such negotiations also could

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

The personal and financial interests of such

individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties

under Cayman Islands law.

However, we believe the ability of such individuals to remain with us after the completion of our business

combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business

There is no certainty, however, that any of our key personnel will remain with us after the completion of our business

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us.

The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

Our executive officers and directors will allocate their

time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our executive officers and directors are

not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating

their time between our operations and our search for a business combination and their other businesses.

We do not intend to have

any full-time employees prior to the completion of our initial business combination.

Each of our executive officers is engaged

in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not

obligated to contribute any specific number of hours per week to our affairs.

In particular, certain of our officers and directors

are employed by affiliates of Trasimene Capital and Bridgeport Partners, which are investment managers to various private investment

funds that make investments in securities or other interests of or relating to companies in industries we may target for our initial

business combination.

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

If our executive officers'

and directors' other business affairs require them to devote substantial amounts of time to such affairs in excess of their current

commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to

complete our initial business combination.

Our officers and directors presently have, and any of

them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies,

and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business

opportunity should be presented.

Until we complete our initial business combination, we intend

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

Each of our officers and directors presently

has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, pursuant to which

such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or

her fiduciary duties under Cayman Islands law.

In particular, certain of our directors have fiduciary and contractual duties to

other blank check companies.

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.

However, we do not

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

In particular, certain of our officers

and directors have fiduciary and contractual duties to other blank check companies, Foley Trasimene Accquisition Corp I (“Foley

Trasimene”), Foley Trasimene Acquisition Corp.

II ("Foley Trasimene II"), Austerlitz Acquisition Corporation I

("Austerlitz I") and Austerlitz Acquisition Corporation II ("Austerlitz II").

Foley Trasimene II may

seek to complete a business combination in any location and are focusing on the financial technology industry for a business combination.

Foley serves as a director of Foley Trasimene I, Foley Trasimene II, Austerlitz I and Austerlitz II.

Martire serves as a director of Foley Trasimene I.Further, Mr.

Linehan serves as a director of Foley Trasimene

In addition, our founders and our directors and

officers, Trasimene Capital and Bridgeport Partners or their affiliates may in the future become affiliated with other blank check

companies that may have acquisition objectives that are similar to ours.

Accordingly, they may have conflicts of interest in

determining to which entity a particular business opportunity should be presented.

These conflicts may not be resolved in our favor

and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our

officers’

and directors’

fiduciary duties under Cayman Islands law.

Our second amended and restated certificate of

incorporation provides that we renounce our interest in any business combination opportunity offered to any director or officer

unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company

and it is an opportunity that we are able to complete on a reasonable basis.

Our executive 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, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial

interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into a business combination with a target business that is affiliated with our sponsors, our directors or

executive officers, although we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from

engaging for their own account in business activities of the types conducted by us, including the formation or participation in

one or more other blank check companies.

Accordingly, such persons or entities may have a conflict between their interests and

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' rights.

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 sponsors, executive officers, directors

or existing holders which may raise potential conflicts of interest.

In light of the involvement of our sponsors,

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

executive officers, directors or existing holders.

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

without limitation, those described under the section of this Report entitled "

Conflicts of Interest."

and our directors and officers, Trasimene Capital and Bridgeport Partners or their affiliates may sponsor, form or participate

in other blank check companies similar to ours during the period in which we are seeking an initial business combination.

entities may compete with us for business combination opportunities.

Although we will not be specifically focusing on, or targeting,

any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met

our criteria for a business combination as set forth in the section of this Report entitled "

Business"

and such transaction

was approved by a majority of our independent and disinterested directors.

Despite our agreement to obtain an opinion from an independent

investment banking firm which is a member of FINRA, or from an independent accounting 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 sponsors, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result,

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

Since our sponsors, executive officers and directors will

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

they may acquire during or after our offering), a conflict of interest may arise in determining whether a particular business combination

target is appropriate for our initial business combination.

On February 18, 2020, the sponsors

paid an aggregate of $25,000, or approximately $0.002 per share, to cover certain of our offering costs in consideration of 10,781,250

Class B ordinary shares, par value $0.0001.

On June 16, 2020, we effected a share dividend with respect to our Class B

ordinary shares thereof, resulting in our initial shareholders holding an aggregate of 12,937,500 founder shares.

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

number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding

shares after our offering.

On June 11, 2020, our sponsors transferred 25,000 founder shares to each of our independent director

nominees at their original purchase price.

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

In addition, our sponsors have committed, pursuant to a written agreement, to purchase an aggregate 8,233,334 private placement warrants, each exercisable

to purchase one Class A ordinary share at $11.50 per share, for a purchase price of $11,000,000 (or $12,350,000 if the underwriters'

over-allotment option is exercised in full), or $1.50 per whole warrant, that will also be worthless if we do not complete a business

Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed business

combination and (B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business

In addition, we may obtain loans from our sponsors, affiliates of our sponsors or an officer or director, and we may

pay our sponsors, officers, directors and any of their respective affiliates fees and expenses in connection with identifying,

investigating and completing an initial business combination.

The personal and financial interests of

our executive officers and directors may influence their motivation in identifying and selecting a target business combination,

completing an initial business combination and influencing the operation of the business following the initial business combination.

This risk may become more acute as the 24-month anniversary of the closing of our offering nears, which is the deadline for our

completion of an initial business combination.

Risks Associated with Acquiring

and Operating a Business in Foreign Countries

If we pursue a target company with operations or opportunities

outside of the United States for our initial business combination, we may face additional burdens in connection with investigating,

agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject

to a variety of additional risks that may negatively impact our operations.

If we pursue a target a company with operations

or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with

cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business

combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators

or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination

with such a company, we would be subject to any special considerations or risks associated with companies operating in an international

setting, including any of the following:

costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal

requirements of overseas markets;

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;

longer payment cycles;

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

rates of inflation;

challenges in collecting accounts receivable;

cultural and language differences;

employment regulations;

underdeveloped or unpredictable legal or regulatory systems;

protection of intellectual property;

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

regime changes and political upheaval;

terrorist attacks, natural disasters and wars;

deterioration of political relations with the United States;

government appropriation of assets.

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 combination, our operations might suffer, either of which may adversely impact our business, financial condition and results

of operations.

If our management following our initial business combination

is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws,

which could lead to various regulatory issues.

Following our initial business combination,

our management may resign from their positions as officers or directors of the Company and the management of the target business

at the time of the business combination will remain in place.

Management of the target business may not be familiar with United

States securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend time and resources

becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which

may adversely affect our operations.

After our initial business combination, substantially

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

in such country.

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

political and legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions,

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

Economic growth could

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

in the future such country's economy experiences a downturn or grows at a slower rate than expected, there may be less demand for

spending in certain industries.

A decrease in demand for spending in certain industries could materially and adversely affect our

ability to find an attractive target business with which to complete our initial business combination and if we effect our initial

business combination, the ability of that target business to become profitable.

Exchange rate fluctuations and currency policies may cause

a target business' ability to succeed in the international markets to be diminished.

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

all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions,

if any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our target

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

Any change in the relative

value of such currency against our reporting currency may affect the attractiveness of any target business or, following the completion

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 completion 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 complete 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.

General Risk Factors

We are a recently incorporated 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 recently incorporated company formed under the laws of the Cayman Islands with no operating results, and we will not commence

operations until obtaining funding through our offering.

Because we lack an operating history, you have no basis upon which to

evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses.

We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may

be unable to complete our initial business combination.

If we do not complete our initial business combination, we will never generate

any operating revenues.

Our independent registered public accounting

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

As of December 31, 2020, we had $843,643 in cash and working capital of $440,383.

Further, we have incurred and expect to continue to

incur significant costs in pursuit of our financing and acquisition plans.

Management's plans to address this need for capital are discussed

in the section of this report titled “Management's Discussion and Analysis of Financial Condition and Results of Operations.”

We cannot assure you that our plans to raise capital or to consummate an initial business combination will be successful.

These factors,

among others, 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 concern.

Past performance by Trasimene Capital and Bridgeport Partners,

or their respective affiliates (including the founders and our management team), including our management team, may not be indicative

of future performance of an investment in us.

regarding performance by, or businesses associated with, Trasimene Capital and Bridgeport Partners or their affiliates, is presented

for informational purposes only.

Any past experience and performance of Trasimene Capital and Bridgeport Partners, their affiliates

or our management team is not a guarantee either:

(1) that we will be able to successfully identify a suitable candidate for

our initial business combination;

or (2) of any results with respect to any initial business combination we may complete.

You should not rely on the historical record of Trasimene Capital and Bridgeport Partners, their affiliates or our management team's

performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going

An investment in us is not an investment in Trasimene Capital and Bridgeport Partners or their affiliates.

We may be a passive foreign investment company, or "PFIC,"

which could result in adverse U.S.

federal income tax consequences to U.S.

we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

Holder (as defined in

the section of our prospectus captioned "Certain Tax Considerations—Certain United States Federal Income Tax Considerations—U.S.

Holders") of our Class A ordinary shares or warrants, the U.S.

Holder may be subject to certain adverse U.S.

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

Our PFIC status for our current and subsequent

taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of our prospectus captioned "Certain

Tax Considerations—Certain United States Federal Income Tax Considerations—U.S.

Holders—PFIC Rules").

on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any

assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurance with respect to our status as

a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable year, however, will

not be determinable until after the end of such taxable year.

Moreover, if we determine we are a PFIC for any taxable year, upon

written request, we will endeavor to provide to a U.S.

Holder such information as the Internal Revenue Service ("IRS")

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

Holder to make and maintain a qualified

electing fund ("QEF") 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.

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.

is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United

States and all of our assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not

possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors

or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors

and officers under United States laws.

We are an emerging growth company and a smaller reporting

company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available

to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may

make it more difficult to compare our performance with other public companies.

are an "emerging growth company"

within the meaning of the Securities Act, as modified by the JOBS Act, and we may

take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on

executive compensation and shareholder approval of any golden parachute payments not previously approved.

As a result, our

shareholders may not have access to certain information they may deem important.

We could be an emerging growth company for

up to five years, although

circumstances could cause us to lose that status earlier, including if the Market Value of our

Class A ordinary shares held by non-affiliates equals or exceeds $700.0 million as of any June 30th before

that time, in which case we would no longer be an emerging growth company as of the following December 31.

predict whether investors will find our securities less attractive because we will rely on these exemptions.

investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our

securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the

trading prices of our securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting 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.

have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has

different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard

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

This may make comparison of our financial statements with another

public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended

transition period difficult or impossible because of the potential differences in accountant 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

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 does not equal or exceed $250.0 million as of the prior June 30th, or (2) our

annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our ordinary shares

held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th.

To the extent we take advantage of

such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult

or impossible.

Compliance obligations under the Sarbanes-Oxley Act may

make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and

increase the time and costs of completing an acquisition.

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

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

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

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

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

Further, for as long as we remain

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

requirement on our internal control over financial reporting.

The fact that we are a blank check company makes compliance with

the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target

business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley

Act regarding adequacy of its internal controls.

The development of the internal control of any such entity to achieve compliance

with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

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.

are an exempted company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect

service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United

States courts against our directors or officers.

corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Law (as the

same may be supplemented or amended from time to time) and the common law of the Cayman Islands.

We will also be subject to the

federal securities laws of the United States.

The rights of shareholders to take action against the directors, actions by minority

shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed

by the common law of the Cayman 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.

Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize

or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities

laws of the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities

against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so

far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory

enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and

enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle

that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has

been given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must

be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a

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

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

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

A Cayman Islands Court may stay enforcement proceedings if

concurrent proceedings are being brought elsewhere.

a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions

taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a

United States company.

Cyber incidents or attacks directed at us could result

in information theft, data corruption, operational disruption and/or financial loss.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those

of third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against,

or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination

of them, could have adverse consequences on our business and lead to financial loss.

Since only holders of our founder shares will have the

right to vote on the appointment of directors, upon the listing of our shares on the NYSE, the NYSE may consider us to be a “controlled

company”

within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance

requirements.

completion of our offering, only holders of our founder shares will have the right to vote on the appointment of directors.

a result, the NYSE may consider us to be a “controlled company”

within the meaning of the NYSE corporate governance

Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual,

group or another company is a 'controlled company' and may elect not to comply with certain corporate governance requirements,

including the requirements that:

we have a board that includes a majority of “independent directors,”

as defined under

the rules of the NYSE;

we have a compensation committee of our board that is comprised entirely of independent directors with

a written charter addressing the committee's purpose and responsibilities;

and we have a nominating and corporate governance

committee of our board that is comprised entirely of independent directors with a written charter addressing the committee's purpose

and responsibilities.

do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject

to applicable phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, you will not have

the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

We are subject to changing law and regulations regarding

regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

are subject to rules and regulations by various governing bodies, including, for example, the SEC, 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.

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to

result in, increased general and administrative expenses and a diversion of management time and attention from revenue generating

activities to compliance activities.

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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING

Some of the statements contained in this

Report may constitute "forward-looking statements"

for purposes of the federal securities laws.

Our forward-looking statements

include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or

strategies regarding the future.

In addition, any statements that refer to projections, forecasts or other characterizations of

future events or circumstances, including any underlying assumptions, are forward-looking statements.

The words "anticipate,"

"believe,"

"continue,"

"could,"

"estimate,"

"expect,"

"intends,"

"may,"

"might,"

"plan,"

"possible,"

"potential,"

"predict,"

"project,"

"should,"

"would"

and similar expressions may identify forward-looking statements, but the absence of these words does not mean

that a statement is not forward-looking.

Forward-looking statements in this Report may include, for example, statements about:

our ability to complete our initial business

our success in retaining or recruiting, or

changes required in, our officers, key employees or directors following our initial business combination;

our officers and directors allocating their

time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

the proceeds of the forward purchase securities

being available to us;

our potential ability to obtain additional

financing to complete our initial business combination;

our pool of prospective target businesses;

the ability of our officers and directors

to generate a number of potential investment opportunities;

our public securities' potential liquidity

the lack of a market for our securities;

the use of proceeds not held in the trust

account or available to us from interest income on the trust account balance;

the trust account not being subject to claims

of third parties;

our financial performance following our offering.

The forward-looking statements contained

in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on

There can be no assurance that future developments affecting us will be those that we have anticipated.

These forward-looking

statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause

actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

risks and uncertainties include, but are not limited to, those factors described under the section of this Report entitled "Risk

Factors."

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,

actual results may vary in material respects from those projected in these forward-looking statements.

We undertake no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except

as may be required under applicable securities laws.

Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, the following:

● We have a limited operating history, which makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment;

● Our revenue is tied to the effectiveness and performance of our responsive acquisition marketing platform, or RAMP;

● A meaningful portion of our revenue is attributable to our agreements with Google, and therefore is subject to their practices;

● We rely on large-scale acquisition marketing channels, such as Google, Facebook and Taboola, as well as our network partners, for a significant portion of our consumer internet traffic;

● Efforts designed to drive visitors to our various brands and businesses or those of our advertisers may not be successful or cost-effective;

● We rely on third parties for our marketing efforts;

if the pricing, terms, operations or policies of these third parties change we may not be able to maintain the effectiveness of such efforts;

● If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

● A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future.

Resales of the shares of Common Stock included in the Merger Consideration could depress the market price of our Common Stock.

● We have entered into, and may in the future enter into, credit facilities which may contain operating and financial covenants that restrict our business and financing activities;

● We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, which may in turn impair our growth;

● Our tax liabilities may be greater than anticipated;

● The market for programmatic advertising is extremely competitive, and we may not be able to compete successfully with our current or future competitors;

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

If we are unable to remediate the material weaknesses, or if other material weaknesses are identified, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner.

Risks Related to Our Business Strategy and Industry Generally

We have a limited operating history, which makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

S1 Holdco was incorporated in 2013 and, as a result, have only a limited operating history upon which our business and prospects may be evaluated.

Although we have experienced substantial revenue growth in our limited operating history, we may not be able to sustain this rate of growth or maintain our current revenue levels.

We have encountered and will continue to encounter risks and challenges frequently experienced by growing companies in rapidly developing industries, including risks related to our ability to:

● build and maintain a reputation for providing a superior platform for monetizing consumer intent, and for creating trust and maintaining long-term relationships with consumers and platform customers;

● drive consumers with relevant commercial intent to our owned and operated websites and to websites operated by our advertisers;

● maintain and expand our relationships with suppliers of quality advertising inventory;

● distinguish ourselves from competitors;

● develop, offer, maintain and continually improve a competitive customer acquisition marketing platform that meet the evolving needs of our consumers and platform customers;

● scale our business efficiently to keep pace with demand for services such as RAMP and other digital media and advertising technology offerings;

● create new revenue opportunities through acquiring new business and successfully integrate and meaningfully grow those businesses;

● respond to evolving industry standards and the enactment of government regulations that impact our business, particularly in the areas of data collection and consumer privacy;

● prevent or mitigate failures or breaches of data security and our technology infrastructure;

● expand our businesses internationally; and

● hire and retain qualified and motivated employees.

We cannot assure you that we will be successful in addressing these and other challenges we may face in the future.

If we are unable to do so, our business may suffer, our revenue and operating results may decline and we may not be able to achieve further growth or sustain profitability.

Our revenue is tied to the effectiveness and performance of our responsive acquisition marketing platform (RAMP).

If RAMP does not acquire users with the relevant commercial intent to our websites via acquisition marketing channels, we may not be able to profitability monetize users.

Our revenue and operating results depend on our ability to generate revenue from advertisers and advertising networks by cost-effectively acquiring consumer internet traffic and then directing these intent-driven consumers to our advertising partners.

If we are unable to cost-effectively acquire users or provide value to our advertising partners based on their traffic acquisition costs, they may decline to utilize us to acquire and monetize users, which would harm our revenue and operating results.

A meaningful portion of our revenue is attributable to our agreements with Google, and therefore is subject to their practices.

We have multiple services agreements with Google pursuant to which we display and syndicate paid listings provided by Google in response to search queries generated through some of our businesses.

In exchange for making our search traffic available to Google, we receive a share of the revenue generated by the paid listings supplied to us, as well as other search related services.

The amount of revenue we receive from Google depends on a number of factors outside of our control, including the amount Google charges third parties for the display or delivery of advertisements, the efficiency of Google’s system in attracting advertisers and serving up paid listings in response to search queries and parameters established by Google regarding the time period for and scope of chargebacks or credits sought by advertisers on the basis of fraudulent and/or low quality clicks, clawbacks for bad traffic brought by our network partners, and placement of paid listings displayed in response to search queries that are not contextually relevant to the applicable search query.

Changes to the amount Google charges advertisers, the efficiency of Google’s paid listings network, Google’s judgment about the relative attractiveness to advertisers of clicks on paid listings from our websites or to the parameters applicable to the display of paid listings generally could result in a decrease in the amount of revenue we receive from Google, which would adversely affect our business, financial condition and results of operations.

Such changes could by driven by a number of factors, including general market conditions, competition or policy and operating decisions made by Google.

Our agreements with Google also require that we comply with certain guidelines for the use of Google brands and services, which govern whether our platform may access Google services or be distributed through its Chrome Web Store, and the manner in which Google’s paid listings are displayed within search results across various third party platforms and products (including our websites).

Google may generally unilaterally update its policies and guidelines without advance notice, which could in turn require modifications to, or prohibit or render obsolete certain of our services or business practices.

Such changes could be costly to address or otherwise adversely affect our business, financial condition and results of operations.

Noncompliance with Google’s guidelines by us or the third parties to whom we are permitted to syndicate paid listings or through which we secure distribution arrangements for the businesses could result in the suspension of some or all Google services to us (or the websites of our third party partners) or the termination of our agreements by Google.

The termination of our agreements by Google, the curtailment of our rights under the agreements (including the failure to allow our platform to access Google services, whether pursuant to the terms thereof or otherwise), the failure of Google to perform its obligations under the agreements or policy changes implemented by Google under the agreements or otherwise would have an adverse effect on our business, financial condition and results of operations.

If any of these events were to occur, we may not be able to find another suitable alternate provider of paid listings (or if an alternate provider were found, the economic and other terms of the agreement and the quality of paid listings may be inferior relative to our current arrangements).

We collect, process, store, share, disclose and use consumer information and other data, and our actual or perceived failure to protect such information and data or respect users’ privacy could damage our reputation and brand and harm our business and operating results.

Use of our technology solutions involves the storage and transmission of certain consumers’ information, including limited amounts of personally identifiable information.

Security breaches could expose us to a risk of loss or exposure of this information, which could result in potential liability, litigation and remediation costs, as well as reputational harm, all of which could materially adversely affect our business and financial results.

For example, unauthorized parties could steal our users’ names, email addresses, physical addresses, phone numbers and other information that we collect when providing referrals.

While we use encryption and authentication technology

licensed from third parties designed to effect secure transmission of such information, we cannot guarantee the security of the transfer and storage of the personal information we collect from advertisers.

Like all information and technology systems, our websites and information systems may be subject to computer viruses, break-ins, phishing and/or impersonation attacks, attempts to overload our servers with denial-of-service or other hacking attacks, ransomware and similar incidents or disruptions from unauthorized use of our computer systems, as well as unintentional incidents causing data leakage, any of which could lead to interruptions, delays or website shutdowns, or could cause loss of critical data or the unauthorized disclosure, access, acquisition, alteration or use of personal or other confidential information.

Although we have a chief technology officer who coordinates our cybersecurity measures, policies and procedures, and our chief technology officer regularly reports to our board of directors regarding these matters, we cannot be certain that our efforts will be able to prevent breaches of the security of our information systems and technology.

If we experience compromises to the security of our information and technology

infrastructure that result in websites performance or availability problems, the complete shutdown of our websites or the loss or unauthorized disclosure, access, acquisition, alteration or use of confidential information, consumers and advertisers may lose trust and confidence in us, and consumers may decrease the use of our websites and software products or stop using our websites and software products entirely.

Further, outside parties may attempt to fraudulently induce employees, consumers or advertisers to disclose sensitive information in order to gain access to our information or consumers’ or advertisers’ information.

Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often are not recognized until launched against a target, and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures.

Any or all of the issues above could adversely affect our ability to attract new users and increase engagement by existing users, cause existing users to curtail or stop use of our software products and/or visit our portfolio of websites, cause existing advertisers to stop using our platform and cancel their contracts or subject us to governmental or third-party lawsuits, investigations, regulatory fines or other actions or liability.

Such issues may harm our business, results of operations and financial condition.

Although we are not aware of any material information security incidents to date, we have detected common types of attempts to attack our information systems and data using means that have included viruses and phishing.

There are numerous federal, state and local laws in the United States and around the world regarding privacy and the collection, processing, storing, sharing, disclosing, using, cross-border transfer and protecting of personal information and other data, the scope of which are changing, subject to differing interpretations, and which may be costly to comply with, may result in regulatory fines or penalties, and may be inconsistent between countries and jurisdictions or conflict with other current or pending rules.

We are subject to the terms of our privacy policies and privacy-related obligations to third parties.

We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection, to the extent possible.

However, it is possible that these obligations may be interpreted and applied in new ways or in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices or that new regulations could be enacted.

Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to consumers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which could include personally identifiable information or other user data, may result in governmental investigations, enforcement actions, regulatory fines, litigation or public statements against us by consumer advocacy groups or others, and could cause consumers and advertisers to lose trust in us, all of which could be costly and have an adverse effect on our business.

In addition, new and changed rules and regulations regarding privacy, data protection and cross-border transfers of consumer information could cause us to delay planned uses and disclosures of data to comply with applicable privacy and data protection requirements.

Moreover, if third parties that we work with violate applicable laws or our policies, such violations also may put consumer or advertiser information at risk and could in turn harm our reputation, business and operating results.

We rely on large-scale acquisition marketing channels, such as Google, Facebook and Taboola, as well as our network partners, for a significant portion of our consumer internet traffic.

Consumer internet traffic acquired and/or referred through acquisition marketing channels also provides a significant amount of the first party data that improves the predictive power of RAMP, which we leverage to deliver relevant users to our advertisers.

If we are unable to maintain these relationships with these acquisition marketing channels, our business, financial condition and results of operations could be adversely affected.

Efforts designed to drive visitors to our various brands and businesses or those of our advertisers may not be successful or cost-effective.

Traffic building and conversion initiatives involve considerable expenditures for online advertising and marketing.

We have made, and expect to continue to make, significant expenditures for search engine marketing (primarily in the form of developing and maintaining a database of keywords and search terms, for which we purchase advertising primarily through Google and, to a lesser extent, Microsoft and Yahoo!), online display advertising and native advertising in connection with these initiatives, which may not be successful or cost-effective.

To continue to reach consumers and users, we will need to identify and devote more of our overall marketing expenditures to digital advertising channels (such as online video and other digital platforms), as well as reach consumers and users via these channels.

Since these channels are constantly changing and evolving, it could be difficult to assess returns on related digital marketing investments.

Historically, we have had to increase advertising and marketing expenditures over time in order to attract and convert consumers, retain users and sustain our growth.

The display, including rankings, of search results can be affected by a number of factors, many of which are not in our direct control, and may change frequently, and we may not know how (or otherwise be in a position) to influence actions taken by search engines.

With respect to search results in particular, even when search engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently interpreted.

We rely on third parties for our marketing efforts; if the pricing, terms, operations or policies of these third parties change we may not be able to maintain the effectiveness of such efforts.

Our ability to market our brands and businesses on any given property or channel is subject to the policies of the relevant third party seller, publisher, platform (including search engines and social media platforms with high levels of traffic and numbers of users or subscribers) or marketing affiliate.

As a result, we cannot assure you that these parties will not limit or prohibit us from purchasing advertising (including the purchase of advertising with preferential placement or for certain of our products and services) and/or using one or more current or prospective marketing channels in the future.

If a significant marketing channel took any such adverse or limiting action for a significant period of time and/or on a recurring basis, our business, financial condition and results of operations could be adversely affected.

If we fail to comply with the policies of third party sellers, publishers, platforms and/or marketing affiliates, our advertisements could be removed without notice and/or our accounts could be suspended or terminated, any of which could adversely affect our business, financial condition and results of operations.

We currently rely on performance marketing channels that must deliver against certain return on investment with respect to metrics that are selected by our advertisers and are subject to change at any time.

We are unable to control how our advertisers evaluate our performance.

Certain of these metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and adversely affect our business.

In addition, the metrics we provide may differ from estimates published by third parties or from similar metrics of our competitors due to differences in methodology.

If our advertisers do not perceive our metrics to be accurate, or if we discover material inaccuracies in our metrics, it could adversely affect our online marketing efforts and business.

Our failure to respond successfully to rapid and frequent changes in the operating and pricing dynamics of search engine marketing efforts, as well as changing policies and guidelines applicable to keyword advertising (which may be unilaterally updated by search engines without advance notice), could adversely affect our search engine marketing efforts.

Specifically, such changes could adversely affect paid listings (both their placement and pricing), as well as the ranking of links to websites offering our products and services within search results, any or all of which could increase our marketing costs (particularly if free traffic is replaced with paid traffic) and adversely affect the effectiveness of our digital marketing efforts overall.

If the third parties we currently employ for our marketing efforts are unable to renew existing (and/or enter into new) arrangements with us, sales and marketing costs as a percentage of revenue would increase over the long-term, which could adversely affect our business, financial condition and results of operations.

In addition, the quality and convertibility of traffic and leads generated through third party arrangements are dependent on many factors, most of which are outside of our control.

If the quality and/or convertibility of traffic and leads do not meet the expectations of the brands and advertisers who utilize our various products and services or other paid listings providers, our business, financial condition and results of operations could be adversely affected.

We have entered into, and may in the future enter into, credit facilities which may contain operating and financial covenants that restrict our business and financing activities.

We have entered into, and may in the future enter into, credit facilities which contain restrictions that limit our flexibility in operating our business.

Our credit facility contains, and any future credit facility may contain, various covenants that limit our ability to engage in specified types of transactions.

Subject to limited exceptions, these covenants limit our ability to, among other things:

● sell assets or make changes to the nature of our business;

● engage in mergers or acquisitions;

● incur, assume or permit additional indebtedness;

● make restricted payments, including paying dividends on, repurchasing, redeeming or making distributions with respect to our capital stock;

● make specified investments;

● engage in transactions with our affiliates; and

● make payments in respect of subordinated debt.

Our obligations under our credit facilities are collateralized by a pledge of substantially all of our assets, including accounts receivable, deposit accounts, intellectual property, and investment property and equipment.

The covenants in our credit facilities may limit our ability to take actions and, in the event that we breach one or more covenants, our lenders may choose to declare an event of default and require that we immediately repay all amounts outstanding, terminate the commitment to extend further credit and foreclose on the collateral granted to them to collateralize such indebtedness, which includes our intellectual property.

In addition, if we fail to meet the required covenants, we will not have access to further draw-downs under our credit facilities.

We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs, which may in turn impair our growth.

We intend to continue to grow our business, which will require additional capital to develop new features or enhance our platforms and portfolio of websites, create new software products, improve our operating infrastructure, finance working capital requirements, or acquire complementary businesses and technologies.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our existing credit facility in an amount sufficient to fund our working capital needs.

Accordingly, we may need to undertake or seek out additional equity or debt financings to secure additional capital.

We cannot assure you that we would be able to locate additional financing on commercially reasonable terms or at all.

Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

If our cash flows and credit facility borrowings are insufficient to fund our working capital requirements, we may not be able to grow at the rate we currently expect or at all.

In addition, in the absence of sufficient cash flows from operations, we might be unable to meet our obligations under our credit facility, and we may therefore be at risk of default thereunder.

If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

If we are unable to secure additional funding on favorable terms, or at all, when we require it, our ability to continue to grow our business to react to market conditions could be impaired and our business may be harmed.

Our tax liabilities may be greater than anticipated.

tax laws applicable to our business activities are subject to interpretation and are changing.

We are subject to audit by the IRS and by taxing authorities of the state, local and foreign jurisdictions in which we operate.

Our tax obligations are based in part on our corporate operating structure, including the manner in which we develop, value, and use our intellectual property,

the jurisdictions in which we operate, how tax authorities assess revenue-based taxes such as sales and use taxes, the scope of our international operations and the value we ascribe to our intercompany transactions.

Taxing authorities may challenge, and have challenged, our tax positions and methodologies for valuing developed technology or intercompany arrangements, as well as our positions regarding the collection of sales and use taxes and the jurisdictions in which we are subject to taxes, which could expose us to additional taxes.

Any adverse outcomes of such challenges to our tax positions could result in additional taxes for prior periods, interest and penalties, as well as higher future taxes.

In addition, our future tax expense could increase as a result of changes in tax laws, regulations or accounting principles, or as a result of earning income in jurisdictions that have higher tax rates.

An increase in our tax expense could have a negative effect on our financial position and results of operations.

Moreover, the determination of our provision for income taxes and other tax liabilities requires significant estimates and judgment by management, and the tax treatment of certain transactions is uncertain.

Although we believe we will make reasonable estimates and judgments, the ultimate outcome of any particular issue may differ from the amounts previously recorded in our consolidated financial statements and any such occurrence could materially affect our financial position and results of operations.

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

If we are unable to remediate the material weaknesses, or if other material weaknesses are identified, we may not be able to report our financial results accurately, prevent misstatements due to fraud or file our periodic reports as a public company in a timely manner.

We have identified material weaknesses in our internal control over financial reporting.

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 consolidated financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified for S1 Holdco and Protected are as follows:

● We did not design and maintain an effective control environment commensurate with our financial reporting requirements.

Specifically, we lacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately.

Additionally, the limited personnel resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions.

● We did not design and maintain effective controls in response to the risks of material misstatement.

Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.

These material weaknesses contributed to the following additional material weaknesses:

● We did not design and maintain effective controls to timely analyze and record the financial statement effects from acquisitions.

Specifically, we did not design and maintain effective controls over the (i) application of U.S.

GAAP to such transactions, (ii) review of the inputs and assumptions used in the discounted cash flow analysis to value acquired intangible assets at an appropriate level of precision, (iii) the tax impacts of acquisitions to the consolidated financial statements, and (iv) conforming of U.S.

GAAP and accounting policies of acquired entities to that of the Company.

In addition, we did not design and maintain effective controls relating to the oversight and ongoing recording of the financial statement results of the acquired businesses.

● We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over (i) the preparation and review of business performance reviews, account reconciliations and journal entries, and (ii) maintaining appropriate segregation of duties.

Additionally, we did not design and maintain controls over the classification and presentation of accounts and disclosures in the consolidated financial statements.

● We did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements.

Specifically, we did not design and maintain:

(i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately;

(ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications,

programs, and data to appropriate Company personnel;

(iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored, and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements.

These IT deficiencies did not result in a material misstatement to the consolidated financial statements;

however, the deficiencies, when aggregated, could impact the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.

Accordingly, we have determined these IT deficiencies in the aggregate constitute a material weakness.

These material weaknesses resulted in immaterial misstatements to substantially all of the S1 Holdco, LLC accounts, which were recorded prior to the issuance of the consolidated financial statements as of December 31, 2021, 2020, 2019 and 2018 and for the years then ended and as of March 31, 2021 and 2020 and for three-months periods then ended, as of June 30, 2021 and 2020 and for the six months periods then ended, as of September 30, 2021 and 2020 and for the nine months periods then ended.

Additionally, these material weaknesses could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Trebia identified material weaknesses in internal controls related to the accounting for complex financial instruments.

This material weakness resulted in a material misstatement of the Trebia Warrant liabilities, change in the fair value of the Trebia Warrant liabilities, Forward Purchase Agreement liabilities, change in the fair value of the Forward Purchase Agreement liabilities, classification of Redeemable Shares of Class A common stock issued in connection with Trebia's initial public offering, additional paid-in-capital, accumulated deficit, Earnings Per Share, and related financial disclosures as of December 31, 2020 and for the period from February 11, 2020 (inception) through December 31, 2020, as of September 30, 2020 and for three month period ended September 30, 2020 and for the period from February 11, 2020 (inception) through September 30, 2020, as of June 30, 2020 and for three month period ended June 30, 2020 and for the period from February 11, 2020 (inception) through June 30, 2020, as of March 31, 2021 and for three month period ended March 31, 2021.

Our remediation plan consists primarily of the following:

● Hiring additional senior level accounting personnel to bolster our financial reporting and technical accounting capabilities.

● Designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls over segregation of duties.

● Engaging a third party to assist in identifying risks of material misstatement and designing and implementing controls to address the identified risks of material misstatement.

● Designing and implementing controls related to accounting for acquisitions and other technical accounting and financial reporting matters, including controls over the preparation and review of accounting memoranda addressing these matters, valuations and key assumptions utilized in the valuations, tax impacts, and ongoing recording of the financial statement results of the acquired businesses.

● Designing and implementing formal accounting policies, procedures and controls supporting our period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries, business performance reviews, foreign exchange gains/losses for intercompany transactions, and classification and presentation of accounts and disclosures.

● Designing and implementing controls related to accounting for complex financial instruments.

● Designing and implementing IT general controls, including controls over change management, the review and update of user access rights and privileges, controls over batch jobs and data backups, and program development approvals and testing.

We have begun to hire additional senior and staff accounting personnel, engaged third party resources to assist us with identifying risks of material misstatement and designing and implementing internal controls to address the identified risks of material misstatement, implemented an enhanced enterprise resource planning software for automation and enforcing segregation of duties across the organization, and engaged third party experts as necessary to assist with technical accounting and valuations associated with business combinations related to potential future acquisitions.

The material weaknesses will not be considered remediated until management completes the design and implementation of the processes and controls described above and the controls operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

We are working to remediate the material weaknesses as efficiently and effectively as possible.

At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan;

however, these remediation measures will be time consuming, will result in incurring significant costs, and will place significant demands on our financial and operational resources.

While we believe that these efforts will improve our internal control over financial reporting, the implementation of these procedures is ongoing and will require testing of the design and operating effectiveness of internal control over financial reporting over a sustained period of financial reporting cycles.

We cannot be certain that these measures will successfully remediate the material weaknesses or that other material weaknesses will not be discovered in the future.

If our efforts are not successful or other material weaknesses are identified in the future, we may be unable to report our financial results accurately on a timely basis or prevent and detect fraud or errors that may be material, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of our shares to decline.

Operational and performance issues with our platform, whether real or perceived, including a failure to respond to technological changes or to upgrade our technology systems, may adversely affect our business, financial condition and operating results.

We depend upon the sustained and uninterrupted performance of our platform to manage our inventory supply;

bid on inventory for each campaign;

collect, process and interpret first party data;

and optimize campaign performance in real time and provide billing information to our financial systems.

If RAMP cannot scale to meet demand, if there are errors in our execution of any of these functions on our platform, or if we experience outages, then our business may be harmed.

We may also face material delays in introducing new services, products and enhancements.

If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing proprietary technology and systems may become obsolete.

RAMP is complex and multifaceted, and operational and performance issues could arise both from the platform itself and from outside factors.

Errors, failures, vulnerabilities or bugs have been found in the past, and may in the future, be found.

Our platform also relies on third-party technology and systems to perform properly, and our platform is often used in connection with computing environments utilizing different operating systems, system management software, equipment and networking configurations, which may cause errors in, or failures of, our platform or such other computing environments.

Operational and performance issues with our platform could include the failure of our user interface, outages, errors during upgrades or patches, discrepancies in costs billed versus costs paid, unanticipated volume overwhelming our databases, server failure, or catastrophic events affecting one or more server farms.

While we have built redundancies in our systems, full redundancies do not exist.

Some failures will shut our platform down completely, others only partially.

Partial failures, which we have experienced in the past, could result in unauthorized bidding, cessation of our ability to bid or deliver impressions or deletion of our reporting, in each case resulting in unanticipated financial obligations or impact.

Operational and performance issues with our platform could also result in negative publicity, damage to our brand and reputation, loss of or delay in market acceptance of our platform, increased costs or loss of revenue, loss of the ability to access our platform, loss of competitive position or claims by clients for losses sustained by them.

Alleviating problems resulting from such issues could require significant expenditures of capital and other resources and could cause interruptions, delays or the cessation of our business, any of which may adversely affect our business, financial condition and operating results.

We allow our clients to utilize application programming interfaces, or APIs, with MapQuest and for reporting or distribution of services for our other businesses, which could result in outages or security breaches and negatively impact our business, financial condition and operating results.

The use of APIs by our clients has significantly increased in recent years.

Our APIs allow clients to build their consumer finding location services or access features or reporting for some of our other businesses.

The increased use of APIs increases security and operational risks to our systems, including the risk for intrusion attacks, data theft, or denial of service attacks.

Furthermore, while APIs allow clients greater ease and power in accessing our platform, they also increase the risk of overusing our systems, potentially causing outages.

We have experienced system slowdowns due to client overuse of our systems through our APIs.

While we have taken measures intended to decrease security and outage risks associated with the use of APIs, we cannot guarantee that such measures will be successful.

Our failure to prevent outages or security breaches resulting from API use could result in government enforcement actions against us, claims for damages by consumers and other affected individuals, costs associated with investigation and remediation damage to our reputation and loss of goodwill, any of which could harm our business, financial condition and operating results.

The market for programmatic advertising is extremely competitive, and we may not be able to compete successfully with our current or future competitors.

Our digital advertising business operates in a highly competitive and rapidly changing industry.

With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase revenue and maintain profitability.

New technologies and methods of buying advertising present a dynamic competitive challenge, as market participants offer multiple new products and services aimed at capturing advertising spend, such as analytics, automated media buying and exchanges.

In addition to existing competitors and intermediaries, we may also face competition from new companies entering the market, which may include large established companies, all of which currently offer, or may in the future offer, products and services that result in additional competition for advertising spend or advertising inventory.

We may also face competition from companies that we do not yet know about or do not yet exist.

If existing or new companies develop, market or resell competitive high-value digital marketing products or services, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our results of operations could be harmed.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, allowing them to devote greater resources to the development, promotion, sale and support of their products and services.

They may also have more extensive advertiser bases and broader publisher relationships than we have, and may be better positioned to execute on advertising conducted over certain channels such as social media, mobile, CTV and video.

Some of our competitors may have longer operating histories and greater name recognition.

As a result, these competitors may be better able to respond quickly to new technologies, develop deeper advertiser relationships or offer services at lower prices.

Any of these developments would make it more difficult for us to sell our platform and could result in increased pricing pressure, increased sales and marketing expense or the loss of market share.

We operate in a highly competitive environment.

If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain advertisers, and our competitors may gain market share in the markets for our solutions that could adversely affect our business and cause our revenues and results of operations to decline.

We operate in intensely competitive markets that experience frequent technological developments, changes in industry and regulatory standards, changes in customer requirements and preferences, and frequent new product introductions and improvements by our competitors.

We must constantly innovate and make investment decisions regarding offerings and technology to meet client demand and evolving industry standards.

If we are unable to anticipate or react to these continually evolving conditions, or if we make bad decisions regarding investments, we could lose market share and experience a decline in our revenues that could adversely affect our business and operating results.

Additionally, if new or existing competitors have more attractive offerings, we may lose customers or customers may decrease their use of RAMP and other software products and services that we provide.

To compete successfully, we must maintain an innovative research and development effort to develop new solutions and enhance our existing solutions, effectively adapt to changes in the technology or product rights held by our competitors, appropriately respond to competitive strategies, and effectively adapt to technological changes and changes in the ways that our information is accessed, used, and stored by our customers.

The diversity of our websites means that we are competitive in many different verticals.

As a result, we face a diversity of competitors that directly compete with our offerings, including but not limited to search engine providers, providers of programmatic advertising, content generators and privacy and security software providers.

Because we compete in so many different verticals, if any of our competitors gain market share in some markets, it would make it more difficult for us to sell our advertising and could result in increased pricing pressure, increase sales and marketing expenses and loss of market share, which would cause our revenue to decline.

Our websites compete in a highly competitive market, and pressure from existing and new companies may adversely affect our business and operating results.

We face significant competition from companies that provide product information and services designed to help consumers find relevant information and shop for products comparable to those offered through our websites, and to enable advertisers to reach these consumers.

Our competitors offer various products and services that compete with us.

Some of these competitors include:

● companies that operate, or could develop, consumer finance search websites, educational / career enhancement search websites, automotive search websites, points of interest websites, general how-to websites and other comparison search type websites in the verticals in which we compete our operated and owned search engines;

● media sites, including websites dedicated to celebrity news, fitness news, interactive quizzes and general acts about the world;

● internet search engines.

We compete with these and other companies for a share of advertisers’ overall budget for online media marketing and lead-generation referral spend.

To the extent that advertisers view alternative marketing and media strategies to be superior to our websites or RAMP, we may not be able to maintain or grow the number of advertisers using, and advertising on, our websites and through RAMP, and our business and financial results may be harmed.

We also expect that new competitors will enter the industries in which we operate with websites, products and services, which could have an adverse effect on our business and financial results.

Our competitors could significantly impede our ability to maintain or expand the number of consumers and advertisers using our websites.

Our competitors also may develop and market new technologies that render our websites less competitive, unmarketable or obsolete.

In addition, if our competitors develop websites with similar or superior functionality to ours, and our web traffic declines, we may need to decrease our referral and advertising fees that we charge to advertisers.

If we are unable to maintain our current pricing structure due to competitive pressures, our revenue would likely be reduced and our financial results would be adversely affected.

Our existing and potential competitors may have significantly more financial, technical, marketing and other resources than we have, and the ability to devote greater resources to the development, promotion and support of their websites and advertising platforms, and related products and services.

In addition, they may have more extensive industry relationships than we have, longer operating histories and greater name recognition.

As a result, these competitors may be able to respond more quickly with new technologies and to undertake more extensive marketing or promotional campaigns than we can.

In addition, to the extent that any of our competitors have existing relationships with advertisers for marketing or data analytics solutions, those advertisers may be unwilling to partner with us.

If we are unable to compete with these competitors, the demand for our websites and related products and services could substantially decline.

In addition, if one or more of our competitors were to merge or partner with another of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively.

We may not be able to compete successfully against current or future competitors, and competitive pressures may harm our business and financial results.

We compete with other media for advertising spend from our advertisers, and if we are unable to maintain or increase our share of the advertising spend of our advertisers, our business could be harmed.

We compete for advertising spend with traditional offline media such as television, billboards, radio, magazines and newspapers, as well as online sources such as websites, social media and websites dedicated to providing information comparable to that provided in our websites.

Additionally, we compete with other online marketing companies that offer acquisition marketing services similar to that provided by our platform.

Our ability to attract and retain advertisers, and to generate advertising revenue from them, depends on a number of factors, including:

● the ability of our advertisers to earn an attractive return on investment from their spending with us;

● our ability to increase the number of consumers using our websites;

● our ability to increase return on investment for advertisers that place advertisements on our platform;

● our ability to provide a seamless, user-friendly advertising platform for our advertisers;

● our ability to compete effectively with other media for advertising spending;

● our ability to keep pace with changes in technology and the practices and offerings of our competitors.

We may not succeed in retaining or capturing a greater share of our advertisers’ advertising spending compared to alternative channels.

If our current advertisers reduce or end their advertising spending with us and we are unable to increase the spending of our other advertisers or attract new advertisers, our revenue and business and financial results would be materially adversely affected.

In addition, advertising spend remains concentrated in traditional offline media channels.

Some of our current or potential advertisers have little or no experience using the internet for advertising and marketing purposes and have allocated only limited portions of their advertising and marketing budgets to the internet.

The adoption of online marketing may require a cultural shift among advertisers, as well as their acceptance of a new way of conducting business, exchanging information and evaluating new advertising and marketing technologies and services.

This shift may not happen at all or at the rate we expect, in which case our business could suffer.

Furthermore, we cannot assure you that the market for online marketing services will continue to grow.

If the market for online marketing services fails to continue to develop or develops more slowly than we anticipate, the success of our business may be limited, and our revenue may decrease.

We expect our results of operations to fluctuate on a quarterly and annual basis.

Our revenue and results of operations could vary significantly from period to period and may fail to match expectations as a result of a variety of factors, many of which are outside of our control.

If our quarterly financial results or our predictions of future financial results fail to meet our expectations or the expectations of securities analysts and investors, the trading price of our outstanding securities could be negatively affected.

Volatility in our quarterly financial results may make it more difficult for us to raise capital in the future or pursue acquisitions.

Factors associated with our industry, the operation of our business, and the markets for our solutions may cause our quarterly financial results to fluctuate, including but not limited to:

● fluctuations in digital advertising demand and costs;

● disruptions in our business operations or target markets caused by, among other things, cyber-security incidents, terrorism or other intentional acts, outbreaks of disease, such as the COVID-19 pandemic, or earthquakes, floods, or other natural disasters;

● entry of new competition into our markets;

● our ability to achieve targeted operating income and margins and revenues;

● the number, severity, and timing of threat outbreaks and cyber security incidents;

● the loss of customers or strategic partners;

● changes in the mix or type of subscriptions sold and changes in consumer retention rates;

● the rate of adoption of new technologies and new releases of operating systems, and new business processes;

● consumer confidence and spending changes;

● the impact of litigation, regulatory inquiries, or investigations;

● the impact of acquisitions and divestitures and our ability to achieve expected synergies or attendant cost savings;

● fluctuations in foreign currency exchange rates and interest rates;

● changes in tax laws, rules, and regulations;

● changes in consumer privacy and data protection laws and regulations.

As our costs increase, we may not be able to generate sufficient revenue to sustain profitability.

We have expended significant resources to grow our business in recent years by investing in the scope and breadth of RAMP, spending to acquire or develop software products and websites, growing our number of employees and expanding internationally.

We anticipate continued growth would require substantial financial and other resources to, among other things:

● develop our existing websites, invest in RAMP and our other software products, including by investing in our engineering team, creating, acquiring or licensing new products or features, and improving the availability and security of our platform and product offerings;

● create new products and services to meet consumer and partner demands;

● continue to expand internationally by and spend through RAMP by adding inventory and data from countries our clients are seeking;

● improve our technology infrastructure, including investing in internal technology development and acquiring or licensing outside technologies;

● cover general and administrative expenses, including legal, accounting, tax and other third party expenses necessary to support a larger organization;

● cover sales and marketing expenses, including a significant expansion of our direct sales organization;

● cover expenses related to data collection and consumer privacy compliance, including additional infrastructure, automation and personnel;

● explore strategic acquisitions.

Investing in the foregoing, however, may not yield anticipated returns.

Consequently, as our costs increase, we may not be able to generate sufficient revenue to maintain or increase our historical profitability levels.

Mobile devices are increasingly being used to access the Internet, and RAMP may not operate or be as effective when utilized across these devices, which could harm our business.

We offer our network partners and advertisers the ability to access RAMP across a variety of operating systems and device types.

Historically, we designed RAMP for use on a desktop or laptop computer;

however, mobile devices, such as smartphones and tablets, are increasingly being used as the primary means for accessing the Internet and conducting e-commerce.

We are dependent on the interoperability of RAMP with third-party mobile devices and mobile operating systems, as well as web browsers that we do not control.

Further, screen space tends to be limited on mobile devices, and less space for text and images combined with the necessity of scrolling limits our ability to deploy RAMP as effectively.

Any changes in such devices, systems or web browsers that degrade the functionality of our products or give preferential treatment to competitive products could adversely affect usage of our products.

In addition, because a growing number of our clients access our products through mobile devices, we are dependent on the interoperability of our products and services with mobile devices and operating systems.

Improving mobile functionality is integral to our long-term product development and growth strategy.

In the event that our customers have difficulty accessing and using our products on mobile devices, our customer growth, business and operating results could be adversely affected.

Our advertising business is dependent on advertisers buying mobile, display and video advertising.

A decrease in the use of these advertising channels would harm our business, growth prospects, financial condition and results of operations.

Our advertising business is dependent on advertisers buying mobile, display and video advertising.

A decrease in the use of these advertising channels would harm our business, growth prospects, financial condition and results of operations.

Historically, our clients have predominantly used our advertising platform to purchase mobile, display and video advertising inventory.

We expect that these will continue to be significant channels used by our clients for digital advertising.

Should our clients lose confidence in the value or effectiveness of mobile, display and video advertising, the demand for RAMP could decline.

We have been, and are continuing to, enhance our social, native, audio and CTV offerings.

We refer to the ability to provide offerings across multiple advertising channels as omnichannel.

We may not be able to maintain or grow advertising inventory for some of our omnichannels and some of our omnichannel offerings may not gain market acceptance.

A decrease in the use of mobile, display and video advertising, or our inability to further penetrate these and other advertising channels, would harm our growth prospects, financial condition and results of operations.

Our business and prospects would be harmed if changes to the technologies used across our websites or other products and services or new versions or upgrades of operating systems and Internet browsers adversely impact users.

The user interfaces implemented across our websites and advertising offerings are currently simple and straightforward.

In the future, operating system providers, such as Microsoft or Apple, or any other provider of Internet browsers, could introduce new features that would make it difficult to use our websites or interact with our advertising offerings.

In addition, Internet browsers for desktop or mobile devices could introduce new features, or change existing browser specifications such that they would be incompatible with our websites or other products and services, or prevent users from accessing our websites.

Any changes to technologies, including within operating systems or Internet browsers that make it difficult for users to access our websites or other products and services, may materially adversely impact our business and prospects.

Our business depends on our customers’ continued and unimpeded access to the Internet and the development and maintenance of the global Internet infrastructure.

Internet service providers may be able to block, degrade or charge for access to certain of our products, which could lead to additional expenses and the loss of customers.

Our products and services depend on the ability of users to access the Internet.

Currently, this access is provided by companies that have significant market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers.

Laws or regulations that adversely affect the growth, popularity or use of the Internet, including changes to laws or regulations impacting Internet neutrality, could decrease the demand for our products or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or otherwise adversely affect our business.

We could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business.

For example, paid prioritization could enable Internet service providers, or ISPs, to impose higher fees and otherwise adversely impact our business.

Internationally, government regulation concerning the Internet, and in particular, network neutrality, may be developing or non-existent.

Within such a regulatory environment, we could experience discriminatory or anti-competitive practices that could impede both our and our customers’ domestic and international growth, increase our costs or adversely affect our business.

Unfavorable global economic conditions, including as a result of health and safety concerns related to the COVID-19 pandemic, could adversely affect our business, financial condition or results of operations.

Our results of operations could be adversely affected by general conditions in the global economy, including conditions that are outside of our control, such as the impact of ongoing health and safety concerns from the current COVID-19 pandemic.

The most recent global financial crisis caused by the global pandemic has resulted in extreme volatility and disruptions in the capital and credit markets.

A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our software products, RAMP and related products and services or delays in advertiser payments.

A weak or declining economy could also strain our media supply channels.

Additionally, our business relies heavily on people, and adverse events such as health-related concerns about working in our offices, the inability to travel and other matters affecting the general work environment could harm our business.

In the event of a major disruption, we may lose the services of a number of our employees or experience system interruptions, which could lead to diminishment of our regular business operations, inefficiencies and reputational harm.

We are also unsure what actions our advertisers and other partners may take in response to the disruption.

For example, to the extent our advertisers shift their workforces from offices to remote locations, we may see a decrease in demand while they relocate these operations.

Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current global health crisis and financial market conditions could adversely impact our business.

If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations.

If our internal control over financial reporting is not effective, it may adversely affect investor confidence in us and the price of our common stock.

As a public company in the United States, we are subject to the reporting obligations under the U.S.

securities laws.

The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring every public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report.

In prior years, management has identified material weaknesses in our internal control over financial reporting.

If any of our prior material weaknesses recurs, or if we identify additional weaknesses or fail to timely and successfully implement new or improved controls, our ability to assure timely and accurate financial reporting may be adversely affected, and we could suffer a loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our shares of Common Stock, result in lawsuits being filed against us by our stockholders, or otherwise harm our reputation.

If material weaknesses are identified in the future, it could be costly to remediate such material weaknesses, which may adversely affect our results of operations.

In addition, our auditor is not required to attest to the effectiveness of our internal controls over financial reporting due to our status of qualifying as a smaller reporting company.

As a result, current and potential investors could lose confidence in our financial reporting, which could harm our business and have an adverse effect on our share price.

We may experience outages and disruptions on RAMP, our websites and other software products if we fail to maintain adequate security and supporting infrastructure as we scale RAMP, websites and other software products, which may harm our reputation and negatively impact our business, financial condition and operating results.

As we grow our business, we expect to continue to invest in technology services and equipment, including data warehousing, network infrastructure and cloud-based services and database technologies, as well as potentially increase our reliance on open-source software.

Without these improvements, our operations might suffer from unanticipated system disruptions, slow transaction processing, unreliable service levels, impaired quality or delays in reporting accurate information regarding transactions in our platform, any of which could negatively affect our reputation and ability to attract and retain clients.

In addition, the expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that there will be a corresponding increase in our business.

If we fail to respond to continuing technological changes or to adequately maintain, expand, upgrade and develop our systems and infrastructure in a timely fashion, our growth prospects and results of operations could be adversely affected.

The steps we take to increase the reliability, integrity and security of our platform, our software products, and our websites as they scale are expensive and complex, and our execution could result in operational failures and increased vulnerability to cyber and ransomware attacks.

Such cyber and ransomware attacks could include denial-of-service attacks impacting service availability (including the ability to deliver ads) and reliability, tricking company employees into releasing control of their systems to a hacker, or

the introduction of computer viruses or malware into our systems with a view to steal confidential or proprietary data.

Cyber-attacks of increasing sophistication may be difficult to detect and could result in the theft of our intellectual property and data from our platform or other software products.

We are also vulnerable to unintentional errors or malicious actions by persons with authorized access to our systems that exceed the scope of their access rights, distribute data erroneously, or, unintentionally or intentionally, interfere with the intended operations of our platform, websites and other software products.

Moreover, we could be adversely impacted by outages and disruptions in the online platforms of our inventory and data suppliers, such as real-time advertising exchanges.

Outages and disruptions of our platform, websites and other software products, including due to cyber-attacks, may harm our reputation and negatively impact our business, financial condition and results of operations.

If we fail to build and maintain our brands, our ability to expand the use of our websites and software products by advertisers and consumers, respectively, may be adversely affected.

Our future success depends upon our ability to create and maintain brand recognition and a reputation for delivering easy, efficient and personal technology solutions.

A failure by us to build our brands and maintain consumer expectations of our brands could harm our reputation and damage our ability to attract and retain consumers, which could adversely affect our business.

If consumers do not perceive portfolio websites or our software products offer a better user experience or offer good value for the services, or if advertisers do not perceive RAMP as a more effective platform, our reputation and the strength of our brand may be adversely affected.

Some of our competitors have more resources than we do and can spend more advertising their brands and technology solutions.

As a result, we are required to spend considerable capital and other resources to create brand awareness and build our reputation.

Should the need or competition for top-of-mind awareness and brand preference increase, we may not be able to build brand awareness, and our efforts at building, maintaining and enhancing our reputation could fail.

Even if we are successful in our branding efforts, such efforts may not be cost-effective.

If we are unable to maintain or enhance consumer awareness of our brand cost-effectively, our business, results of operations and financial condition could be materially adversely affected.

Complaints or negative publicity about our business practices, our product/service offerings, our marketing and advertising campaigns, our compliance with applicable laws and regulations, the integrity of the data that we provide to consumers, data privacy and security issues, and other aspects of our business, whether valid or not, could diminish confidence and visits to our websites, as well as decrease adoption of our software products, and could adversely affect our reputation and business.

There can be no assurance that we will be able to maintain or enhance our brand, and failure to do so would harm our business growth prospects and operating results.

International expansion subjects us to additional costs and risks that can adversely affect our business, financial condition and operating results.

International expansion subjects us to many challenges associated with supporting a rapidly growing business across a multitude of cultures, customs, monetary, legal and regulatory systems and commercial infrastructures.

We have a limited operating history outside of the United States, and our ability to manage our business and conduct our operations internationally requires considerable attention and resources.

We currently have account management, inventory, and other personnel in countries within North America, Europe and Asia, and we anticipate expanding our international operations in the future.

Some of the countries into which we are, or potentially may, expand score unfavorably on the Corruption Perceptions Index, or CPI, of Transparency International.

Our teams outside the U.S.

are substantially smaller than our teams in the U.S.

To the extent we are unable to effectively engage with non-U.S.

advertising agencies or companies or international divisions of U.S.

agencies or companies due to our limited sales force capacity, or we are unable to secure quality non-U.S.

ad inventory and data on reasonable terms due to our limited inventory and data team capacity, we may be unable to effectively grow in international markets.

● Our international operations subject us to a variety of additional risks, including:

● increased management, travel, infrastructure and legal compliance costs associated with having multiple international operations;

● long payment cycles;

● potential complications in enforcing contracts and collections;

● increased financial accounting and reporting burdens and complexities;

● concerns regarding negative, unstable or changing economic conditions in the countries and regions where we operate;

● increased administrative costs and risks associated with compliance with local laws and regulations, including relating to privacy and data security;

● regulatory and legal compliance, including with privacy and cybersecurity laws, anti-bribery laws, import and export control laws, economic sanctions and other regulatory limitations or obligations on our operations;

● heightened risks of unfair or corrupt business practices and of improper or fraudulent sales arrangements;

● difficulties in invoicing and collecting in foreign currencies;

● foreign currency exposure risk;

● difficulties in repatriating or transferring funds from or converting currencies;

● administrative difficulties, costs and expenses related to various local languages, cultures and political nuances;

● varied labor and employment laws, including those relating to termination of employees;

● reduced protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad;

● compliance with the laws of numerous foreign taxing jurisdictions, including withholding obligations, and overlapping of different tax regimes.

We may incur significant operating expenses as a result of our international expansion, and it may not be successful.

Our international business also subjects us to the impact of global and regional recessions and economic and political instability, differing regulatory requirements, costs and difficulties in managing a distributed workforce, potentially adverse tax consequences in the U.S.

and abroad and restrictions on the repatriation of funds to the U.S.

In addition, advertising markets outside of the U.S.

are not as developed as those within the U.S., and we may be unable to grow our business sufficiently.

Our failure to manage these risks and challenges successfully could adversely affect our business, financial condition and operating results.

Future acquisitions, strategic investments or alliances could disrupt our business and harm our business, financial condition and operating results.

We may in the future explore potential acquisitions of companies or technologies, strategic investments, or alliances to strengthen our business.

Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or obtaining the financing for the acquisition, and our due diligence may fail to identify all of the problems, risks, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or technology infrastructure and architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or client issues, and other issues including, but not limited to, the following:

● regulatory requirements or delays;

● anticipated benefits and synergies may not materialize;

● diversion of management time and focus from operating our business to addressing acquisition integration challenges;

● retention of employees from the acquired company;

● cultural challenges associated with integrating employees from the acquired company into our organization;

● integration of the acquired company’s products and technology;

● integration of the acquired company’s accounting, management information, human resources and other administrative systems;

● the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;

● coordination of product development and sales and marketing functions;

● liability for activities of the acquired company before the acquisition, including relating to privacy and data security, patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

● litigation or other claims in connection with the acquired company, including claims from terminated employees, users, former stockholders or other third parties.

Failure to appropriately mitigate these risks or other issues related to such acquisitions and strategic investments could result in reducing or completely eliminating any anticipated benefits of transactions, and harm our business generally.

Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the impairment of goodwill, any of which could harm our business, financial condition and operating results.

Our future success depends on the continuing efforts of our key employees, and our ability to attract, hire, retain and motivate highly skilled employees in the future.

Technology companies like ours compete to attract the best talent, and our future success depends on the continuing efforts of our executive officers and key employees, including Mr.

Blend, our Co-Founder and Chief Executive Officer.

We rely on the leadership, knowledge and experience that our executive officers and key employees provide.

They foster our corporate culture, which has been instrumental to our ability to attract and retain new talent.

We also rely on employees in our product development, support and sales teams to attract and keep key clients.

The market for talent in our key areas of operations, including California, Washington, Ontario, Canada and Great Britain, United Kingdom where we have offices, is intensely competitive.

As a result, we may incur significant costs to attract and retain employees, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards.

New employees often require significant training and, in many cases, take significant time before they achieve full productivity, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them.

Our account managers, for instance, need to be trained quickly on the features of our platform since failure to offer high-quality support may adversely affect our relationships with our clients.

Additionally, as we continue to expand outside of the U.S., we may face additional challenges in attracting and retaining international employees that differ from the challenges we have experienced domestically.

Employee turnover, including any potential future changes in our management team, could disrupt our business.

For instance, in 2021, we replaced both of Chief Executive Officer and Chief Technology Officer.

Our employees are at-will employees and may terminate their employment with us at any time.

The loss of one or more of our executive officers, especially Mr.

Blend, our CEO and Co-Founder, or our inability to attract and retain highly skilled employees, could have an adverse effect on our business, financial condition and operating results.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies.

As a public company following completion of the Business Combination, we will be subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations.

These obligations and scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

We may need to change our pricing models to compete successfully.

The intense competition we face, in addition to general and economic business conditions, can put pressure on us to change our prices.

If our competitors offer deep discounts on certain solutions or provide offerings, we may need to lower prices in order to compete successfully.

Similarly, if there is pressure by competitors to raise prices, our ability to acquire new customers and retain existing customers may be diminished.

Any such changes may reduce revenue and margins and could adversely affect our financial results.

Our business could be negatively affected as a result of shareholder activism, and such activism could impact the trading value of our securities.

In recent years, U.S.

companies listed on securities exchanges in the United States have been faced with governance-related demands from activist shareholders, unsolicited tender offers and proxy contests.

Shareholder activists frequently propose to involve themselves in the governance, strategic direction, and operations of companies.

In addition, a proxy contest for the election of directors at our annual meeting would require us to incur significant legal fees and proxy solicitation expenses.

In addition, actions of activist shareholders may cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals of our business.

From time to time we are a party to lawsuits and investigations, which typically require significant management time and attention and result in significant legal expenses.

We may be involved from time to time in various additional legal proceedings, including, but not limited to, actions relating to breach of contract, breach of federal and state privacy laws, and intellectual property infringement that might necessitate changes to our business or operations.

Regardless of whether any claims against us have merit, or whether we are ultimately held liable or subject to payment of damages, claims may be expensive to defend and may divert management’s time away from our operations.

If any legal proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations.

Any adverse publicity resulting from actual or potential litigation may also materially and adversely affect our reputation, which in turn could adversely affect our results.

We depend on search engines, display advertising, social media, email, content-based online advertising and other online sources to attract consumers to our websites and convert them into sales for our advertisers, our business and financial results may be harmed.

Our success depends, in part, on our ability to attract online consumers to our portfolio websites and to convert those consumers into sales for our advertisers.

We depend, in part, on third-party search engines, display advertising, social media, content-based online advertising and other online sources for our website traffic.

We are included in third party search results as a result of both paid search listings, where we purchase placements based on specific search terms, and separately, organic searches listings which depend upon third party search algorithms to index and return the content on our sites within such organic search listing results.

Search engines, social media platforms and other online sources often revise their algorithms and introduce new advertising products.

If one or more of the search engines or other online sources on which we rely for website traffic were to modify its general methodology for how it displays our advertisements, resulting in fewer consumers clicking through to our websites, our business could suffer.

In addition, if our online display advertisements are no longer effective or are not able to reach certain consumers due to consumers’ use of ad-blocking software, our business could suffer.

If one or more of the search engines or other online sources on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, we could lose consumer traffic to our websites and marketplaces, and a decrease in consumer traffic to our websites and marketplaces, for any reason, could have a material adverse effect on our business, financial condition and results of operations.

Consumer traffic to our websites and marketplaces and the volume of sales generated by consumer traffic varies and can decline from to time.

Additionally, even if we are successful in generating traffic to our websites, we may not be able to convert these visits into consumer sales.

We currently compete with numerous other online marketing companies, and we expect that competition will intensify.

Some of these existing competitors may have more capital or complementary products or services than we do, and they may leverage their greater capital or diversification in a manner that adversely affects our competitive position.

In addition, other newcomers, including major search engines and content aggregators, may be able to leverage their existing products and services to our disadvantage.

We may be forced to expend significant resources to remain competitive with current and potential competitors.

If any of our competitors are more successful than we are at attracting and retaining consumers, or if we are unable to effectively convert visits into consumer sales, our business, financial condition and results of operations could be materially adversely affected.

We depend on third-party website publishers for a significant portion of our visitors, and any decline in the supply of media available through these websites or increase in the price of this media could cause our revenue to decline or our cost to reach visitors to increase.

A portion of our revenue is attributable to visitors originating from advertising placements that we purchase on third party websites.

In some instances, website publishers may change the advertising inventory they make available to us at any time and, therefore, impact our revenue.

In addition, website publishers may place restrictions on our offerings.

These restrictions may prohibit advertisements from specific clients or specific industries, or restrict the use of certain creative content.

If a website publisher decides not to make advertising inventory available to us, or decides to demand a higher revenue share or places significant restrictions on the use of such inventory, we may not be able to find advertising inventory from other websites that satisfy our requirements in a timely and cost-effective manner.

In addition, the number of competing online marketing service providers and advertisers that acquire inventory from websites continues to increase.

Consolidation of website publishers could eventually lead to a concentration of desirable inventory on a small number of websites or networks, which could limit the supply of inventory available to us or increase the price of inventory to us.

If any of the foregoing occurs, our revenue could decline or our operating costs may increase.

Failure to comply with industry self-regulation could harm our brand, reputation and business.

We adhere to many of the regulatory principles issued by the Network Advertising Alliance’s Code of Conduct, the Interactive Advertising Bureau, including its Transparency & Consent Framework, and the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising in the U.S., as well as similar self-regulatory principles in Europe and Canada adopted by the local Digital Advertising Alliance.

Our efforts to comply with these self-regulatory principles include offering Internet users notice and transparency when advertising is served to them based, in part, on browsing data recorded by cookies.

We also offer Internet users the ability to opt-out of receiving interest-based advertisements.

If we, or our clients or partners, make mistakes in the implementation of these principles, or if self-regulatory bodies expand these guidelines or government authorities issue different guidelines regarding Internet-based advertising, or our opt-out mechanisms fail to work as designed, or if Internet users misunderstand our technology or our commitments with respect to these principles, we may, as a result, be subject to negative publicity, government investigation, government or private litigation, or investigation by self-regulatory bodies or other accountability groups.

Any such action against us, or investigations, even if meritless, could be costly and time consuming, require us to change our business practices, cause us to divert management’s attention and our resources and be damaging to our brand, reputation and business.

In addition, privacy advocates and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us.

We cannot yet determine the impact such future standards may have on our business.

Our failure to meet content and inventory standards and provide services that our advertisers and inventory suppliers trust, could harm our brand and reputation and negatively impact our business, financial condition and operating results.

We do not provide or control the content of the advertisements that are displayed by content providers we work with, including those provided by Google or Microsoft.

Both advertisers and inventory suppliers are concerned about being associated with content they consider inappropriate, competitive or inconsistent with their brands, or illegal and they are hesitant to spend money without guaranteed brand security.

Additionally, advertisers may seek to display advertising campaigns in jurisdictions that do not permit such advertising

(for example, pharmaceutical advertising is not permitted in many countries).

Consequently, our reputation depends in part on providing services that advertisers and inventory suppliers trust, and we have contractual obligations to meet content and inventory standards.

Despite such efforts, our clients may inadvertently purchase inventory that proves to be unacceptable for their campaigns, in which case, we may not be able to recoup the amounts paid to inventory suppliers.

Further, perpetrators of fraudulent impressions and malware frequently change their tactics and may become more sophisticated over time, requiring both us and our competitors or others in our industry to improve processes for assessing the quality of advertisers’ inventory and controlling fraudulent activity.

Preventing and combating fraud is an industry-wide issue that requires constant vigilance, and we cannot guarantee that we will be fully successful in doing so.

There are other means we could use, such as human review of content we serve, that some of our competitors undertake, but because our platform is self-service, and because such means are cost-intensive, we do not utilize all means available to decrease this risk.

We may provide access to inventory that is objectionable to our advertisers or we may serve advertising that contains malware or objectionable content to our inventory suppliers, which could harm our or our clients’ brand and reputation, and negatively impact our business, financial condition and operating results.

If the non-proprietary technology, software, products and services that we use are unavailable, have future terms we cannot agree to, or do not perform as we expect, our business, financial condition and operating results could be harmed.

We depend on various technology, software, products and services from third parties or available as open source, including for critical features and functionality of our platform, data centers and API technology, payment processing, payroll and other professional services.

Identifying, negotiating, complying with and integrating with third-party terms and technology are complex, costly and time-consuming matters.

Failure by third-party providers to maintain, support or secure their technology either generally or for our accounts specifically, or downtime, errors or defects in their products or services, could adversely impact our platform, our administrative obligations or other areas of our business.

Having to replace any third-party providers or their technology, products or services could result in outages or difficulties in our ability to provide our services.

In the event that these third-party providers experience any interruption in operations or cease business for any reason, or if we are unable to agree on satisfactory terms for continued hosting relationships, we would be forced to enter into a relationship with other service providers or assume some hosting responsibilities ourselves.

In addition, even a disruption as brief as a few minutes could have a negative impact on our websites and could result in a loss of revenue.

If we are unsuccessful in establishing or maintaining our relationships with our third-party providers or otherwise need to replace them, internal resources may need to be diverted and our business, financial condition and operating results could be harmed.

We face potential liability and harm to our business based on the nature of our business and the content on our platform.

Advertising often results in litigation relating to copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through our platform.

Though we contractually require advertisers and content providers to represent to us that they have the rights necessary to serve advertisements through our platform, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements.

If any of these representations are untrue, we may be exposed to potential liability and our reputation may be damaged.

While our clients are typically obligated to indemnify us, such indemnification may not fully cover us, or we may not be able to collect.

In addition to settlement costs, we may be responsible for our own litigations costs, which can be extensive.

Legal and Compliance Risks

Our business could be affected by the enactment of new governmental regulations regarding the Internet.

To date, government regulations have not materially restricted the use of the Internet in most parts of the world.

The legal and regulatory environment pertaining to the Internet, however, is uncertain and may change.

New laws may be passed, courts may issue decisions affecting the Internet, existing but previously inapplicable or unenforced laws may be deemed to apply to the Internet or regulatory agencies may begin to rigorously enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S.

federal or state governments and by governments of foreign jurisdictions.

These changes could affect:

● the liability of online service providers for actions by customers, including fraud, illegal content, spam, phishing, libel and defamation, hate speech, infringement of third-party intellectual property and other abusive conduct;

● other claims based on the nature and content of Internet materials;

● user data privacy and security issues;

● consumer protection risks;

● digital marketing aspects;

● characteristics and quality of services;

● our ability to automatically renew the premium subscriptions of our users;

● cross-border e-commerce issues;

● ease of access by our users to our product offerings, including RAMP.

The adoption of any new laws or regulations, or the application or interpretation of existing laws or regulations to the Internet, could hinder growth in the use of the Internet and online services generally, and decrease acceptance of the Internet and online services as a means of communications, e-commerce and advertising.

In addition, such changes in laws could increase our costs of doing business, subject our business to increased liability for non-compliance or prevent us from delivering our services over the Internet or in specific jurisdictions, thereby materially harming our business and results of operations.

Our businesses are subject to laws relating to digital media and content.

We are, and may in the future become, subject to a variety of international, federal, state, and local laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

Our activities are subject to regulation under the laws of the United States and its various states and the other jurisdictions in which we operate.

We are currently subject to a variety of, and may in the future become subject to additional, international, federal, state and local laws that are continuously evolving and developing, including laws regarding internet-based businesses and other businesses that rely on advertising, as well as privacy and consumer protection laws, including the CAN-SPAM Act, the Digital Millennium Copyright Act, the Children’s Online Privacy Protected Act and the Communications Decency Act.

In addition, there is increasing attention by state and other jurisdictions to regulation in this area.

These laws are complex and can be costly to comply with, require significant management time and effort, and could subject us to claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations.

These laws may conflict with each other, further complicating compliance efforts.

If we are alleged not to comply with these laws or regulations, we may be required to modify affected products and services, which could require a substantial investment and loss of revenue, or cease providing the affected product or service altogether.

If we are found to have violated laws or regulations, we may be subject to significant fines, penalties and other losses.

We assess customer needs, and sometimes collect customer contact information to provide other product offerings, which results in us receiving personally identifiable information.

This information is increasingly subject to legislation and regulation in the United States.

This legislation and regulation is generally intended to protect individual privacy and the privacy and security of personal information.

We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information or if the advertisers RAMP violate applicable laws and regulations.

Changes in applicable laws and regulations may materially increase our direct and indirect compliance and other expenses of doing business, having a material adverse effect on our business, financial condition and results of operations.

If there were to be changes to statutory or regulatory requirements, we may be unable to comply fully with or maintain all required licenses and approvals.

Regulatory authorities have relatively broad discretion to grant, renew and revoke licenses and approvals.

If we do not have all requisite licenses and approvals, or do not comply with applicable statutory and regulatory requirements, the regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us, which could have a material adverse effect on our business, results of operations and financial condition.

We cannot predict whether any proposed legislation or regulatory changes will be adopted, or what impact, if any, such proposals or, if enacted, such laws could have on our business, results of operations and financial condition.

If we are alleged to have failed to comply with applicable laws and regulations, we may be subject to investigations, criminal penalties or civil remedies, including fines, injunctions, loss of an operating license or approval, increased scrutiny or oversight by regulatory authorities, the suspension of individual employees, limitations on engaging in a particular business or redress to customers.

The cost of compliance and the consequences of non-compliance could have a material adverse effect on our business, results of operations and financial condition.

In addition, a finding that we have failed to comply with applicable laws and regulations could have a material adverse effect on our business, results of operations and financial condition by exposing us to negative publicity and reputational damage or by harming our customer or employee relationships.

In most jurisdictions, government regulatory authorities have the power to interpret and amend applicable laws and regulations, and have discretion to grant, renew and revoke the various licenses and approvals we need to conduct our activities.

Such authorities may require us to incur substantial costs in order to comply with such laws and regulations.

Regulatory statutes are broad in scope and subject to differing interpretation.

In some areas of our businesses, we act on the basis of our own or the industry’s interpretations of applicable laws or regulations, which may conflict from jurisdiction to jurisdiction.

In the event those interpretations eventually prove different from the interpretations of regulatory authorities, we may be penalized or precluded from carrying on our previous activities.

Litigation could distract management, increase our expenses or subject us to material money damages and other remedies.

If any legal proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations.

Any adverse publicity resulting from actual or potential litigation may also materially and adversely affect our reputation, which in turn could adversely affect our results.

Companies in the internet, technology and media industries are frequently subject to allegations of infringement or other violations of intellectual property rights.

We plan to vigorously defend our intellectual property rights and our freedom to operate our business;

however, regardless of the merits of the claims, intellectual property claims are often time consuming and extremely expensive to litigate or settle and are likely to continue to divert managerial attention and resources from our business objectives.

Successful infringement claims against us could result in significant monetary liability or prevent us from operating our business or portions of our business.

Resolution of claims may require us to obtain licenses to use intellectual property rights belonging to third parties, which may be expensive to procure, or we may be required to cease using intellectual property of third parties altogether.

Many of our contracts require us to provide indemnification against third-party intellectual property infringement claims, which would increase our defense costs and may require that we pay damages if there were an adverse ruling in any such claims.

Any of these events may have a material adverse effect on our business, results of operations, financial condition and prospects.

We are subject to anti-bribery, anti-corruption and similar laws and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

We are subject to anti-bribery and similar laws, such as the U.S.

Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S.

domestic bribery statute contained in 18 U.S.C.

§ 201, the USA PATRIOT Act, U.S.

Travel Act, the U.K.

Bribery Act 2010 and Proceeds of Crime Act 2002, and possibly other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities.

Anti-corruption laws have been enforced with great rigor in recent years and are interpreted broadly and prohibit companies and their employees and their agents from making or offering improper payments or other benefits to government officials and others in the private sector.

As we increase our international sales and business, particularly in countries with a low score on the CPI by Transparency International, and increase our use of third parties, particularly internationally based network partners, our risks under these laws will increase.

We adopt appropriate policies and procedures and conduct training, but cannot guarantee that improprieties will not occur.

Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with specified persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences.

Any investigations, actions and/or sanctions could have a material negative impact on our business, operating results and financial condition.

Privacy and data protection laws to which we are subject may cause us to incur additional or unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change RAMP or business model, which may have a material adverse effect on our business.

Information relating to individuals and their devices (sometimes called “personal information” or “personal data”) is regulated under a wide variety of local, state, national, and international laws and regulations that apply to the collection, use, retention, protection, disclosure, transfer (including transfer across national boundaries) and other processing of such data.

In addition, there is increasing attention by state and other jurisdictions to regulation in this area.

These laws may conflict with each other, further complicating compliance efforts.

If we are found to have violated laws or regulations, we may be subject to significant fines, penalties and other losses.

We typically collect and store IP addresses, other device identifiers (such as unique mobile application identifiers) and email addresses, which are or may be considered personal data or personal information in some jurisdictions or otherwise may be the subject of regulation.

Recently, the State of California adopted two laws broadly regulating businesses’ processing of personal information, the California Consumer Privacy Act of 2018, or CCPA, and the California Privacy Rights Act, or CPRA.

The CCPA, which went into effect January 1, 2020, defines “personal information” broadly enough to include online identifiers provided by individuals’ devices, applications, and protocols (such as IP addresses, mobile application identifiers and unique cookie identifiers) and individuals’ location data, if there is potential that individuals can be identified by such data.

The CCPA establishes a new privacy framework for covered businesses by, among other requirements, establishing new data privacy rights for consumers in the State of California (including rights to deletion of and access to personal information), imposing special rules on the collection of consumer data from minors, creating new notice obligations and new limits on the “sale” of personal information (interpreted by many observers to include common advertising technology practices), and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.

The CCPA also offers the possibility for a consumer to recover statutory damages for certain violations and could open the door more broadly to additional risks of individual and class-action lawsuits even though the statute’s private right of action is limited in scope.

The California Attorney General issued final regulations implementing the CCPA that became enforceable recently.

Additional modifications to the regulations were proposed in October 2020.

In addition, a new ballot initiative that passed in November 2020, the CPRA, would impose additional notice and opt out obligations on the digital advertising space, including an obligation to provide an opt-out for behavioral advertising.

When the CPRA goes into full effect in January 2023, it will cause us to incur additional compliance costs and may impose additional restrictions on us and on our partners.

Although we have attempted to mitigate certain risks posed by the CCPA and CPRA through contractual and platform changes, we cannot predict with certainty the effect of the CCPA and CPRA and their implementing regulations on our business.

Responding to requirements under these laws and the related regulations will continue to affect our operations and those of our partners.

Laws governing the processing of personal data in Europe (including the European Union and European Economic Area, or EEA, and the countries of Iceland, Liechtenstein, and Norway) also continue to impact us and continue to evolve.

The General Data Protection Regulation, or GDPR, which applies to us, came into effect on May 25, 2018.

Like the CCPA, the GDPR defines “personal data” broadly, and it enhances data protection obligations for controllers of such data and for service providers processing the data.

It also provides certain rights, such as access and deletion, to the individuals about whom the personal data relates.

The digital advertising industry has collaborated to create a user-facing framework for establishing and managing legal bases under the GDPR and other EU privacy laws including ePrivacy (discussed below).

Although the framework is actively in use, we cannot predict its effectiveness over the long term.

European regulators have questioned its viability and activists have filed complaints with regulators of alleged non-compliance by specific companies that employ the framework.

Non-compliance with the GDPR can trigger steep fines of up to the greater of €20 million or 4% of total worldwide annual revenue.

Continuing to maintain compliance with the GDPR’s requirements,

including monitoring and adjusting to rulings and interpretations that affect our approach to compliance, requires significant time, resources and expense, as will the effort to monitor whether additional changes to our business practices and our backend configuration are needed, all of which may increase operating costs, or limit our ability to operate or expand our business.

Regulatory investigations and enforcement actions could also impact us.

In the U.S., the Federal Trade Commission, or FTC, uses its enforcement powers under Section 5 of the Federal Trade Commission Act (which prohibits “unfair” and “deceptive” trade practices) to investigate companies engaging in online tracking.

Other companies in the advertising technology space have been subject to government investigation by regulatory bodies, including, in Europe, a 2016 inquiry into Criteo’s compliance with French data privacy laws.

Advocacy organizations have also filed complaints with data protection authorities against advertising technology companies, arguing that certain of these companies’ practices do not comply with the GDPR.

In response to these complaints, the Belgian Data Protection Authority recently issued a report questioning the legal validity of an industry framework to process personal data for targeted advertising purposes.

We cannot avoid the possibility that one of these investigations or enforcement actions will require us to alter our practices.

Further, our legal risk depends in part on our clients’ or other third parties’ adherence to privacy laws and regulations and their use of our services in ways consistent with end user expectations.

We rely on representations made to us by clients that they will comply with all applicable laws, including all relevant privacy and data protection regulations.

Although we make reasonable efforts to enforce such representations and contractual requirements, we do not fully audit our clients’ compliance with our recommended disclosures or their adherence to privacy laws and regulations.

If our clients fail to adhere to our expectations or contracts in this regard, we and our clients could be subject to adverse publicity, damages, and related possible investigation or other regulatory activity.

Adapting our business to the CCPA, the CPRA and their implementing regulations and to the enhanced and evolving privacy obligations in the EU and elsewhere could continue to involve substantial expense and may cause us to divert resources from other aspects of our operations, all of which may adversely affect our business.

Further, adaptation of the digital advertising marketplace requires increasingly significant collaboration between participants in the market, such as publishers and advertisers.

Failure of the industry to adapt to changes required for operating under laws including the CCPA, CPRA and the GDPR and user response to such changes could negatively impact inventory, data, and demand.

We cannot control or predict the pace or effectiveness of such adaptation, and we cannot currently predict the impact such changes may have on our business.

Uncertainty caused by lack of uniformity among laws to which we are or may become subject and instability in the global legal landscape may cause us to incur additional or unexpected costs and legal risk, increase our risk of reputational harm, or cause us to change RAMP or business model.

We cannot predict the future of the regulatory landscape regarding the protection of personal information.

(state and federal) and foreign governments are considering enacting additional legislation related to privacy and data protection and we expect to see an increase in, or changes to, legislation and regulation in this area.

For example, in the U.S., a federal privacy law is the subject of active discussion and several bills have been introduced.

Additionally, industry groups in the U.S.

and their international counterparts have self-regulatory guidelines that are subject to periodic updates to which we have agreed to adhere.

High profile incidents involving breaches of personal information or misuse of consumer information may increase the likelihood of new U.S.

federal, state, or international laws or regulations in addition to those set out above, and such laws and regulations may be inconsistent across jurisdictions.

In addition to laws regulating the processing of personal information, we are also subject to regulation with respect to political advertising activities, which are governed by various federal and state laws in the U.S., and national and provincial laws worldwide.

Online political advertising laws are rapidly evolving, and in certain jurisdictions have varying transparency and disclosure requirements.

We have already seen publishers impose varying prohibitions and restrictions on the types of political advertising and breadth of targeted advertising allowed on their platforms with respect to advertisements for the 2020 U.S.

presidential election in response to political advertising scandals like Cambridge Analytica .

The lack of uniformity and increasing requirements on transparency and disclosure could adversely impact the inventory made available for political advertising and the demand for such inventory on RAMP, and otherwise increase our operating and compliance costs.

Concerns about political advertising, whether or not valid and whether or not driven by applicable laws and regulations, industry standards, client or inventory provider expectations, or public perception, may harm our reputation, result in loss of goodwill, and inhibit use of RAMP by current and future clients.

Changes in data residency and cross-border transfer restrictions also impact our operations.

For the transfer of personal data from the EU to the U.S., like many U.S.

and European companies, we have relied upon, and are currently certified under the EU-U.S.

and Swiss-U.S.

Privacy Shield Frameworks.

The Privacy Shield Framework, however, was struck down in July 2020 by the EU Court of

Justice as an adequate mechanism by which EU companies may pass personal data to the US.

The EU had previously pledged that it would minimize business impact if this occurred, so we may see bridging conditions put in place to a new US-EU agreement, or other guidance from EU authorities (which they have promised).

Other EU mechanisms for adequate data transfer, such as the standard contractual clauses, were also questioned by the Court of Justice and whether and how standard contractual clauses can be used to transfer personal data to the U.S.

is in question.

If there is no interim agreement or guidance from the EU and standard clauses also cannot be used, we could be left with no reasonable option for the lawful cross-border transfer of personal data.

If successful challenges leave us with no reasonable option for the lawful cross-border transfer of personal data, and if we nonetheless continue to transfer personal data from the EU to the US, that could lead to governmental enforcement actions, litigation, fines and penalties or adverse publicity, which could have an adverse effect on our reputation and business or cause us to need to establish systems to maintain certain data in the EU, which may involve substantial expense and cause us to divert resources from other aspects of our operations, all of which may adversely affect our business.

Other jurisdictions have adopted or are considering cross-border or data residency restrictions, which could reduce the amount of data we can collect or process and, as a result, significantly impact our business.

It remains unclear how the withdrawal of the United Kingdom, or U.K., from the European Union, referred to as Brexit, will affect transborder data flows, regulators’ jurisdiction over our business, and other matters related to how we do business and how we comply with applicable data protection laws.

Accordingly, we cannot predict the additional expense, impact on revenue, or other business impact that may stem from Brexit.

Additionally, as the advertising industry evolves, and new ways of collecting, combining and using data are created, governments may enact legislation in response to technological advancements and changes that could result in our having to re-design features or functions of RAMP, therefore incurring unexpected compliance costs.

These laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of RAMP.

If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our products, which could have an adverse effect on our business.

We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to develop new products and features could be limited.

All of this could impair our or our clients’ ability to collect, use, or disclose information relating to consumers, which could decrease demand for RAMP, increase our costs, and impair our ability to maintain and grow our client base and increase our revenue.

Our success depends, in part, on our ability to access, collect and use first-party data about our users and subscribers.

If that access is restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices and web browsers, or our and our clients’ ability to use data on RAMP is otherwise restricted, our performance may decline and we may lose advertisers and revenue.

Digital advertising mostly relies on the ability to uniquely identify devices across websites and applications, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads.

Devices are identified through unique identifiers stored in cookies, provided by device operating systems for advertising purposes, or generated based on statistical algorithms applied to information about a device, such as the IP address and device type.

We use device identifiers to record such information as when an Internet user views an ad, clicks on an ad, or visits one of our advertiser’s websites or applications.

We use device identifiers to help us achieve our advertisers’ campaign goals, including to limit the instances that an Internet user sees the same advertisement, report information to our advertisers regarding the performance of their advertising campaigns, and detect and prevent malicious behavior and invalid traffic throughout our network of inventory.

We also use data associated with device identifiers to help our clients decide whether to bid on, and how to price, an opportunity to place an advertisement in a specific location, at a given time, in front of a particular Internet user.

Additionally, our clients rely on device identifiers to add information they have collected or acquired about users into RAMP.

Without such data, our clients may not have sufficient insight into an Internet user’s activity, which may compromise their and our ability to determine which inventory to purchase for a specific campaign and may undermine the effectiveness of RAMP or our ability to improve RAMP and remain competitive.

Today, digital advertising, including RAMP, makes significant use of cookies to store device identifiers for the advertising activities described above.

When we utilize or deploy cookies and similar tracking or recording means, they are usually first-party cookies, which are cookies deployed by the Company on its own and operated websites or other domains which we operate through RAMP.

We rely on the first party data provided to us by consumers and advertisers to improve our product and service offerings and to feed the RAMP data loop in

particular, and if we are unable to maintain or grow such data we may be unable to provide consumers with an experience that is relevant, efficient and effective, which could adversely affect our business.

Our business relies on the first party data provided to us by consumers and advertisers through using websites and RAMP.

The large amount of information we use in operating our websites and RAMP is critical to the web platform experience we provide for consumers.

If we are unable to maintain or grow the data provided to us, the value that we provide to consumers and advertisers using our websites and RAMP may be limited.

In addition, the quality, accuracy and timeliness of this information may suffer, which may lead to a negative experience for consumers using our websites and our advertisers using our platform and could materially adversely affect our business and financial results.

We also rely on our network partners to access, collect and use first-party data about our users and subscribers.

To the extent that our network partners, the applications we make available through the leading app marketplaces and the social media platforms upon which we rely for users and certain related first party data limit or increasingly limit, eliminate or otherwise impair our ability to access, collect, process and/or use data about or derived from our users or subscribers, including certain user-profile elements such as IP address, device or browser type, operating system or search query information, our business, financial condition and results of operations could be adversely affected.

Advertising shown on mobile applications can also be affected by blocking or restricting use of mobile device identifiers.

Data regarding interactions between users and devices are tracked mostly through stable, pseudonymous advertising identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier.

These identifiers and privacy controls are defined by the developers of the platforms through which the applications are accessed and could be changed by the platforms in a way that may negatively impact our business.

For example, Apple announced earlier this year that it will require user opt-in before permitting access to Apple’s unique identifier, or IDFA.

Apple initially targeted this fall for implementing these changes but has pushed that date out until at least early next year.

This shift from enabling user opt-out to an opt-in requirement is likely to have a substantial impact on the mobile advertising ecosystem and could harm our growth in this channel.

In addition, in the EU, Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent.

A recent ruling by the Court of Justice of the European Union clarified that such consent must be reflected by an affirmative act of the user, and European regulators are increasingly agitating for more robust forms of consent.

These developments may result in decreased reliance on implied consent mechanisms that have been used to meet requirements of the Cookie Directive in some markets.

A replacement for the Cookie Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states.

Like the GDPR, the proposed ePrivacy Regulation has extra-territorial application as it applies to businesses established outside the EU who provide publicly available electronic communications services to, or gather data from the devices of, users in the EU.

Though still subject to debate, the proposed ePrivacy Regulation may further raise the bar for the use of cookies and the fines and penalties for breach may be significant.

We may be required to, or otherwise may determine that it is advisable to, make significant changes in our business operations and product and services to obtain user opt-in for cookies and use of cookie data, or develop or obtain additional tools and technologies to compensate for a lack of cookie data.

As the collection and use of data for digital advertising has received media attention over the past several years, some government regulators, such as the FTC, and privacy advocates have suggested creating a “Do Not Track” standard that would allow Internet users to express a preference, independent of cookie settings in their browser, not to have their online browsing activities tracked.

“Do Not Track” has seen renewed emphasis from proponents of the CCPA, and the final proposed regulations (currently pending review and acceptance by the Office of Administrative Law) contemplate browser-based or similar “do not sell” signals.

California’s new ballot initiative, the CPRA, similarly contemplates the use of technical opt outs for the sale and sharing of personal information for advertising purposes as well as to opt out of the use of sensitive information for advertising purposes, and allows for AG rulemaking to develop these technical signals.

If a “Do Not Track,” “Do Not Sell,” or similar control is adopted by many Internet users or if a “Do Not Track” standard is imposed by state, federal, or foreign legislation (such as the proposed ePrivacy Regulation or CCPA regulations), or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of RAMP, and our business, financial condition, and results of operations could be adversely affected.

Increased transparency into the collection and use of data for digital advertising introduced both through features in browsers and devices and regulatory requirements, such as the GDPR, the CCPA, “Do Not Track”, and ePrivacy, as well as compliance with such

requirements, may create operational burdens to implement and may lead more users to choose to block the collection and use of data about them.

Adapting to these and similar changes has in the past and may in the future require significant time, resources and expense, which may increase our cost of operation or limit our ability to operate or expand our business.

Concerns regarding data privacy and security relating to our industry’s technology and practices, and perceived failure to comply with laws and industry self-regulation, could damage our reputation and deter current and potential clients from using our products and services.

Public perception regarding data protection and privacy are significant in the programmatic advertising buying industry.

Concerns about industry practices with regard to the collection, use, and disclosure of personal information, whether or not valid and whether driven by applicable laws and regulations, industry standards, client or inventory provider expectations, or the broader public, may harm our reputation, result in loss of goodwill, and inhibit use of RAMP by current and future clients.

For example, perception that our practices involve an invasion of privacy, whether or not such practices are consistent with current or future laws, regulations, or industry practices, may subject us to public criticism, private class actions, reputational harm, or claims by regulators, which could disrupt our business and expose us to increased liability.

The growing awareness of our users of data privacy and protection laws and regulations could limit the use and adoption of our services, limit the user data we process for our marketing activities and adversely affect our business.

In general, data privacy concerns are becoming more widely acknowledged and data privacy laws are being enacted and enforced by a growing number of states and countries as time passes.

Such data privacy laws restrict our storage, use, processing, disclosure, and transfer of personal information, including credit card data obtained in relation to our registered users of our software products.

Many of these laws require us to maintain an online privacy policy and terms of use that disclose our practices regarding the collection, processing, and disclosure of personal information.

This could lead to the loss of current or prospective users or other business relationships and may cause our users to resist providing the personal information necessary to allow them to use RAMP effectively and consumers may also resist providing personal information to our advertisers due to data privacy and security concerns.

Additionally, the GDPR, the CCPA, new and expanding ‘Do Not Track’ regulations and other legal and regulatory changes are making it easier for individuals to opt-out of having their personal data collected through an opt-out button, and to choose whether or not to be tracked online, which could result in higher rates of opting out or prevention of our online tracking which can impact our operation and decrease the demand for our products and services due to users’ resistance towards providing their personal data and digital tracking.

We expect that third-party intermediaries will emerge that offer services involving individuals opting out of their personal data being collected at scale (i.e., from all platforms, including ours).

Such limitations may impair our ability to grow our business and to continue to process and store the information we need for our marketing analysis, and our results of operations and financial condition could suffer.

We have implemented certain measures to protect personal information, including data of our users, but these measures may not adequately address all potential data privacy concerns and security threats and may fail to meet the expectations of our users, and their users, or other stakeholders, which could thereby reduce the demand for our services.

Furthermore, our users or service providers may respond to this data protection and privacy regulatory framework by requesting that we undertake certain privacy or data related contractual commitments that we are unable or unwilling to make, all of which can harm our business and our financial results.

states and/or other jurisdictions in which we conduct our business may seek to impose state and local business taxes and sales/use taxes and current value added taxes on Internet sales in Europe and elsewhere and the tax policies and regulations imposed by other jurisdictions in which we operate may change, all of which may affect our tax rates and increase our tax liabilities.

There is a risk that U.S.

states could assert that we or our subsidiaries are liable for U.S.

state and local business activity taxes based upon income or gross receipts or for the collection of U.S.

local sales/use taxes.

This risk exists regardless of whether we and our subsidiaries are subject to U.S.

federal income tax.

States are becoming increasingly aggressive in asserting a nexus for business activity tax purposes and imposing sales/use taxes on products and services provided over the Internet.

We and our subsidiaries could be subject to U.S.

state and local taxation if a state tax authority asserts that our activities or the activities of our subsidiaries give rise to a nexus.

We and our subsidiaries could also be liable for the collection of U.S.

state and local sales/use taxes if a state tax authority asserts that distribution of our products over the Internet is subject to sales/use taxes.

Multiple U.S.

states have enacted related legislation relating to the taxation of e-commerce and other states are now considering such legislation.

Furthermore, the U.S.

Supreme Court held in 2018

in South Dakota v.

Wayfair that a U.S.

state may require an online retailer to collect sales taxes imposed by that state, even if the retailer has no physical presence in that state, thus permitting a wider enforcement of such sales tax collection requirements.

Such legislation could require us to incur substantial costs in order to comply, including costs associated with legal advice, tax calculation, collection, remittance and audit requirements, which could make selling in such markets less attractive and could adversely affect our business.

Further, if a state tax authority asserts that distribution of our products or services is subject to such sales/use taxes, our premium subscribers could also be subjected to sales/use taxes, which may decrease the likelihood that such registered users would purchase or continue to renew their premium subscriptions.

Additionally, sales of our solutions subject to value-added tax, or VAT, at the applicable rate in each jurisdiction, may increase and cause either our prices to increase or our collections and revenues to decline.

New obligations to collect or pay taxes of any kind could substantially increase our cost of doing business.

Furthermore, the base erosion and profit shifting, or BEPS, initiative undertaken by the Organization for Economic Cooperation and Development, or OECD, which contemplates changes to numerous international tax principles, as well as national tax incentives, may have adverse consequences on our tax liabilities.

It is difficult to assess to what extent these changes may be implemented in the jurisdictions in which we conduct our business or may impact the way in which we conduct our business or our effective tax rate, due to the unpredictability and interdependency of these potential changes.

We therefore cannot predict at this stage the magnitude of the effect of such rules on our financial results.

Risks Related to Intellectual Property

Our use of “open source” software could adversely affect our ability to protect our proprietary software and subject us to possible litigation.

We use open source software in connection with our software development.

From time to time, companies that use open source software have faced claims challenging the use of open source software and/or compliance with open source license terms.

We could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming non-compliance with open source licensing terms.

Some open source licenses require users who distribute software containing open source to make available all or part of such software, which in some circumstances could include valuable proprietary code of the user.

While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous.

Any requirement to disclose our proprietary source code or pay damages for breach of contract could be harmful to our business, results of operations or financial condition, and could help our competitors develop services that are similar to or better than ours.

Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and harming our business.

We rely upon a combination of trade secrets, third-party confidentiality and non-disclosure agreements, additional contractual restrictions on disclosure and use, and trademark, copyright, patent and other intellectual property laws to establish and protect our proprietary rights.

These laws, procedures and restrictions provide only limited protection.

We currently have “MapQuest”, “info.com”, “HowStuffWorks”, “Infospace”, and variants and other marks registered as trademarks or pending registrations in the U.S.

and certain foreign countries.

We also rely on copyright laws to protect computer programs related to RAMP and our proprietary technologies, although to date we have not registered for statutory copyright protection.

We have registered numerous Internet domain names in the U.S.

and certain foreign countries related to our business.

We endeavor to enter into agreements with our employees, independent contractors and advisors in order to limit access to and disclosure of our proprietary information, as well as to clarify rights to intellectual property associated with our business.

Protecting our intellectual property is a challenge, especially after our employees or our contractors end their relationship with us, and, in some cases, decide to work for our competitors.

Our contracts with our employees and contractors that relate to intellectual property issues generally restrict the use of our confidential information solely in connection with our services, and strictly prohibit reverse engineering.

However, reverse engineering our software or the theft or misuse of our proprietary information could occur by employees or other third parties who have access to our technology.

Enforceability of the non-compete agreements that we have in place is not guaranteed, and contractual restrictions could be breached without discovery or adequate remedies.

While the Company has a few legacy patents, we may not be able to obtain any further patents, and our pending applications may not result in the issuance of patents.

Any issued patents may be challenged, invalidated or circumvented, and any rights granted under these patents may not actually provide adequate defensive protection or competitive advantages to us.

Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

Policing unauthorized use of our technology is difficult.

In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those of the U.S., and mechanisms for enforcement of our proprietary rights in such countries may be inadequate.

If we are unable to protect our proprietary rights (including in particular, the proprietary aspects of RAMP) we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual property.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

In order to protect our technologies and processes, we rely in part on confidentiality agreements with our employees, independent contractors and other advisors.

These agreements may not effectively prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information.

In addition, others may independently discover our trade secrets and proprietary information, and in such cases we may not be able to assert our trade secret rights against such parties.

To the extent that our employees, contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights to related or resulting know-how and inventions.

The loss of confidential information or intellectual property rights, including trade secret protection, could make it easier for third parties to compete with our products.

In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights.

Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection of our trade secrets or other proprietary information could harm our business, results of operations, reputation and competitive position.

We may not be able to adequately protect our intellectual property rights.

Our business depends on our intellectual property, the protection of which is crucial to the success of our business.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of RAMP, our websites, and our other software products or obtain and use information that we consider proprietary.

We may not be able to discover or determine the extent of any unauthorized use or infringement or violation of our intellectual property or proprietary rights.

Third parties also may take actions that diminish the value of our proprietary rights or our reputation.

The protection of our intellectual property may require the expenditure of significant financial and managerial resources.

Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity.

Such litigation could be costly, time-consuming and distracting to management, result in a diversion of resources, the impairment or loss of portions of our intellectual property and could materially adversely affect our business, financial condition and operating results.

Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.

These steps may be inadequate to protect our intellectual property.

We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property.

Despite our precautions, it may be possible for unauthorized third parties to use information that we regard as proprietary to create product offerings that compete with ours.

We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights, which could materially adversely affect our business, financial condition and operating results.

Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion.

In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the terms “MapQuest”, “info.com”, “HowStuffWorks”, “Infospace” or any of the other trademarks that we own.

We currently operate primarily in the United States.

To the extent that we determine to expand our business internationally, we will encounter additional risks, including different, uncertain or more stringent laws relating to intellectual property rights and protection.

We may be sued by third parties for alleged infringement of their trademarks or other intellectual property rights, which would result in additional expense and potential damages.

There is significant patent and other intellectual property development activity in our industry.

Third-party intellectual property rights may cover various aspects of technologies, trademarks, trade names or business methods that we deploy across our platform or businesses, which could prevent us from expanding our offerings or growing our business.

Our current or future trademarks or trade names may be challenged, opposed, infringed, circumvented or declared generic or descriptive, determined not to be entitled to registration, or determined to infringe trademark rights owned by third-parties.

We have received correspondence from counsel for a United Kingdom-based advertising testing company and its United States subsidiary (collectively, the “Demanding Group”) alleging trademark infringement based on our use of the “SYSTEM1” trade name and mark in the United States, and alleged use of the “SYSTEM1” trade name and mark in the United Kingdom.

The correspondence demanded that we cease and desist from using the “SYSTEM1” name and mark, and made reference to potential legal action if we do not comply with that demand.

While we were engaged in active discussions and correspondence with the Demanding Group to resolve the matter, the Demanding Group filed a lawsuit in the United States District Court for the Southern District of New York on September 27, 2021 (the “Infringement Suit”) alleging (i) trademark infringement, (ii) false designation of origin, (iii) unfair competition and (iv) certain violations of New York business laws, seeking, among other things, an injunction, disgorgement of profits, actual damages and attorneys’ fees and costs.

On January 14, 2022, we filed a motion to dismiss the Infringement Suit, which is currently pending.

We intend to vigorously defend our rights in the Infringement Suit.

No lawsuit has been filed in the United Kingdom, and we do not believe that our activities infringe any rights of the Demanding Group in the United Kingdom because, among other defenses, we do not offer services to customers using the SYSTEM1 name and mark in the United Kingdom.

Our success also depends on the continual development of RAMP.

From time to time, we may receive claims from third parties that RAMP and its underlying technology infringe or violate such third parties’ intellectual property rights.

To the extent we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims.

The cost of defending against such claims, whether or not the claims have merit, is significant, regardless of whether we are successful in our defense, and could divert the attention of management, technical personnel and other employees from our business operations.

Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in defending ourselves in such matters.

Additionally, we have obligations to indemnify our clients or inventory and data suppliers in connection with certain intellectual property claims.

If we are found to infringe these rights, we could potentially be required to cease utilizing portions of RAMP.

We may also be required to develop alternative non-infringing technology, which could require significant time and expense.

Additionally, we could be required to pay royalty payments, either as a one-time fee or ongoing, as well as damages for past use that was deemed to be infringing.

If we cannot license or develop technology for any allegedly infringing aspect of our business, we would be forced to limit our service and may be unable to compete effectively.

Any of these results could harm our business.

We face potential liability and harm to our business based on the nature of our business and the content on RAMP.

Advertising often results in litigation relating to misleading or deceptive claims, copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through RAMP.

Though we contractually require clients to generally represent to us that their advertisements comply with our ad standards and our inventory providers’ ad standards and that they have the rights necessary to serve advertisements through RAMP, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements.

If any of these representations are untrue, we may be exposed to potential liability and our reputation may be damaged.

While our clients are typically obligated to indemnify us, such indemnification may not fully cover us, or we may not be able to collect.

In addition to settlement costs, we may be responsible for our own litigation costs, which can be expensive.

Risks Related to Our Common Stock and Warrants

Our issuance of additional shares of Common Stock, Warrants or other convertible securities may dilute your ownership interest in us and could adversely affect our stock price.

From time to time in the future, we may issue additional shares of our Common Stock, Warrants or other securities convertible into Common Stock pursuant to a variety of transactions, including acquisitions.

Additional shares of our Common Stock may also be issued upon exercise of outstanding stock options and Warrants.

The issuance by us of additional shares of our Common Stock, Warrants or

other securities convertible into our Common Stock would dilute your ownership interest in us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Common Stock and Warrants.

Subject to the satisfaction of vesting conditions and the expiration of our lock-up, shares issuable upon exercise of options will be available for resale immediately in the public market without restriction.

In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock.

Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our Common Stock and Warrants, or both.

Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion.

Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Common Stock.

Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings.

As a result, holders of our Common Stock and Warrants bear the risk that our future offerings may reduce the market price of our Common Stock and Warrants and dilute their percentage ownership.

Future sales, or the perception of future sales, of our Common Stock and Warrants by us or our existing securityholders in the public market could cause the market price for our Common Stock and Warrants to decline.

The sale of substantial amounts of shares of our Common Stock or Warrants in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Common Stock and Warrants.

These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

In connection with the Business Combination, System1 stockholders are subject to certain restrictions on transfer with respect to the shares of Common Stock issued as part of the merger consideration beginning at Closing and ending on the date that is six months after the completion of the Business Combination, subject to certain price- and time-based releases.

Upon the expiration or waiver of the lock-up provisions described above, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144.

As restrictions on resale end, the market price of shares of our Common Stock and Warrants could drop significantly if the holders of these shares or Warrants sell them or are perceived by the market as intending to sell them.

These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Common Stock or other securities.

In addition, the shares of our Common Stock reserved for future issuance under the 2022 Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up provisions and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable.

The number of shares reserved for future issuance under the 2022 Incentive Plan is equal to the sum of (i) 7% of our fully-diluted shares of Common Stock outstanding as of the effective date of the Business Combination and after taking into account the grant of replacement RSUs in connection with unvested Value Creation Units and (ii) an annual increase on January 1 of each calendar year (commencing with January 1, 2023 and ending on and including January 1, 2032) of a number of shares equal to 2.5% of the aggregate shares outstanding as of December 31 of the immediately preceding calendar year (or such lesser number of shares as is determined by the board of directors), subject to adjustment by the plan administrator in the event of certain changes in our corporate structure.

We expect to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Common Stock or securities convertible into or exchangeable for shares of our Common Stock issued pursuant to our equity incentive plans.

Any such Form S-8 registration statements will automatically become effective upon filing.

Accordingly, shares registered under such registration statements will be available for sale in the open market.

Delaware law and provisions in our Charter and Bylaws could make a takeover proposal more difficult.

Our organizational documents are governed by Delaware law.

Certain provisions of Delaware law and of our Charter and Bylaws could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder

might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of Common Stock.

These provisions include the ability of our Board to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

These anti-takeover provisions as well as certain provisions of Delaware law could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders.

As a result, stockholders of the Company may be limited in their ability to obtain a premium for their shares.

If prospective takeovers are not consummated for any reason, we may experience negative reactions from the financial markets, including negative impacts on the price of our Common Stock and Warrants.

These provisions could also discourage proxy contests and make it more difficult for stockholders of the Company to elect directors of their choosing and to cause us to take other corporate actions that stockholders of the Company desire.

See “Description of Capital Stock.”

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Common Stock and Warrants less attractive to investors.

We qualify as an “emerging growth company” within the meaning of the 1933 Act, as modified by the JOBS Act.

We have taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies or smaller reporting companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) 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 certain executive compensation matters and reduced reporting periods.

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

We cannot predict whether investors will find our securities less attractive because we rely on these exemptions.

If some investors find the securities less attractive as a result of 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.

We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more;

(b) the last day of the fiscal year following the fifth anniversary of the date of the completion of the initial public offering of Trebia;

or (d) the date on which we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our Common Stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th in which case we would no longer be an emerging growth company as of the following December 31.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from complying with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 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 an emerging growth 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.

Accordingly, when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, could adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard.

This may make comparison of us with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Our certificate of incorporation and our bylaws provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders, which limits our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our Charter and Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the (a) Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:

(i) any derivative action, suit or proceeding brought on our behalf;

(ii) any action, suit or proceeding asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of the company to the company or

its stockholders;

(iii) any action, suit or proceeding asserting a claim against the Company arising under the DGCL, its certificate of incorporation or its bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware;

(iv) any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (v) any action, suit or proceeding asserting a claim against the Company or any current or former director, officer or stockholder governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (A) the personal jurisdiction of the state and federal courts within Delaware and (B) service of process on such stockholder’s counsel.

The provision of the Charter described in the immediately preceding sentence does not apply to (i) suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) any action arising under the Securities Act, as to which the federal district court for the United States of America shall have exclusive jurisdiction.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees.

Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

As noted above, our certificate of incorporation and our bylaws provide that the federal district courts of the United States shall have jurisdiction over any action arising under the Securities Act.

Accordingly, there is uncertainty as to whether a court would enforce such provision.

Our stockholders will not be deemed to have waived our compliance with the federal securities laws and therules and regulations thereunder.

The market price of our Common Stock and Warrants may be volatile or may decline regardless of our operating performance.

You may lose some or all of your investment.

The market price of our Common Stock and Warrants is likely to be volatile.

The stock market recently has experienced extreme volatility.

This volatility often has been unrelated or disproportionate to the operating performance of particular companies.

You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in this section and the following:

● the impact of the COVID-19 pandemic on our financial condition and the results of operations;

● our operating and financial performance and prospects;

● our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

● conditions that impact demand for our products;

● future announcements concerning our business, our customers’ businesses or our competitors’ businesses;

● the public’s reaction to our press releases, other public announcements and filings with the SEC;

● the size of our public float;

● coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

● market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

● strategic actions by us or our competitors, such as acquisitions or restructurings;

● changes in laws or regulations that adversely affect our industry or us;

● changes in accounting standards, policies, guidance, interpretations or principles;

● changes in senior management or key personnel;

● issuances, exchanges or sales, or expected issuances, exchanges or sales, of our capital stock;

● changes in our dividend policy;

● adverse resolution of new or pending litigation against us;

● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our Common Stock and Warrants, regardless of our operating performance.

In addition, price volatility may be greater if the public float and trading volume of our Common Stock and Warrants is low.

As a result, you may suffer a loss on your investment.

In the past, following periods of market volatility, stockholders have instituted securities Class Action litigation.

If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation..

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our Common Stock or Warrants, the price of our Common Stock and Warrants could decline.

The trading market for our Common Stock and Warrants depends, in part, on the research and reports that third-party securities analysts publish about us and the industries in which we operate.

We may be unable or slow to attract research coverage, and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted.

If any of the analysts that may cover us change their recommendation regarding our Common Stock or Warrants adversely, or provide more favorable relative recommendations about our competitors, the price of our Common Stock and Warrants would likely decline.

If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our Common Stock and Warrants to decline.

Moreover, if one or more of the analysts who cover us downgrades our Common Stock or Warrants, or if our reporting results do not meet their expectations, the market price of our Common Stock and Warrants could decline.

The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations.

We are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act.

The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition.

The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting.

As a result, we will incur increased legal, accounting and other expenses that S1 Holdco prior to the Business Combination did not previously incur.

Our entire management team and many of our other employees will need to devote substantial time to compliance and may not effectively or efficiently manage our transition into a public company.

In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing our business strategy, which could prevent us from improving our business, results of operations and financial condition.

We have made, and will continue to make, changes to our internal control over financial reporting, including IT controls, and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company.

However, the measures we take may not be sufficient to satisfy our obligations as a public company.

If we do not continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations.

In addition, we cannot predict or estimate the amount of additional costs we may incur to comply with these requirements.

We anticipate that these costs will materially increase our general and administrative expenses.

These rules and regulations result in our incurring legal and financial compliance costs and will make some activities more time-consuming and costly.

For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher

costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, on our board committees or as executive officers.

As a public reporting company, we are subject to rules and regulations established from time to time by the SEC regarding our internal control over financial reporting.

If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner.

We are subject to the rules and regulations established from time to time by the SEC and the NYSE.

These rules and regulations require, among other things that we establish and periodically evaluate procedures with respect to our internal control over financial reporting.

Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel.

In addition, as a public company, we are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting.

We do not intend to pay dividends on our Common Stock for the foreseeable future.

We have never declared or paid any cash dividends on our capital stock.

We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on Common Stock in the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the board of directors deems relevant.

You may only be able to exercise the Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of Common Stock from such exercise than if you were to exercise such Warrants for cash.

The Warrant Agreement provides that in the following circumstances holders of Warrants who seek to exercise their Warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

(i) if the shares of Common Stock issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the terms of the Warrant Agreement;

(ii) if we have so elected and the shares of Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act;

and (iii) if we have so elected and we call the Public Warrants for redemption.

If you exercise your Public Warrants on a cashless basis, you would pay the Warrant exercise price by surrendering the Warrants for that number of shares of Common Stock equal to (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined in the next sentence) over the exercise price of the Warrants by (y) the Fair Market Value.

The “Fair Market Value” is the average closing price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the Warrant agent or on which the notice of redemption is sent to the holders of Warrants, as applicable.

As a result, you would receive fewer shares of Common Stock from such exercise than if you were to exercise such Warrants for cash.

We may amend the terms of the Warrants in a manner that may have an adverse effect on holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants.

As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of shares of Common Stock purchasable upon exercise of a Warrant could be decreased, all without your approval.

Our Warrants were 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 for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision or adding or changing any other provisions with respect to matters or questions arising under the Warrant Agreement as the parties to the Warrant Agreement may deem necessary or desirable and that the parties deem not to adversely affect the interest of the holders of the Warrants.

amendments require the approval by the holders of at least 65% of the then-outstanding Public Warrants, including any change that adversely affects the rights 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.

Although 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 shares of Common Stock purchasable upon exercise of a Warrant.

Our Warrant Agreement designates the courts of the State of New York or the U.S.

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 the Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with us.

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 U.S.

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 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 the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the U.S.

District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our Warrants, such holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.

This choice-of-forum provision may limit a Warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, (a) at a price of $0.01 per Warrant, provided that (i) the last reported sales price of the Class A ordinary shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) and (ii) there is an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in the Warrant Agreement), or (b) provided that (i) the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) and (ii) if the Reference Value is less than $18.00 per (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants.

If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding Warrants could force you to (i) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.

None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsors or its permitted transferees.

Unresolved Staff Comments

currently maintain our executive offices at 41 Madison Avenue, Suite 2020, New York, NY 10010.

The cost for our use of this

space is included in the $10,000 per month fee we will pay to BGPT Trebia LP for office space, administrative and support services.

We consider our current office space adequate for our current operations.

Legal Proceedings

There is no material litigation, arbitration

or governmental proceeding currently pending against us or any members of our management team in their capacity.

Mine Safety Disclosures

Not applicable

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