What changed in this filing

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Item 1A. Risk Factors

2022-03-25 compared with 2021-03-30 · 660 added, 1813 removed, 2 unchanged (100% of the section changed)

An investment in our securities

involves a high degree of risk.

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

contained in this Report and the prospectus associated with our initial public offering, before making a decision to invest in

our securities.

If any of the following events occur, our business, financial condition and operating results may be materially

adversely affected.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

We have no operating history and no revenues,

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

We were formed on December

18, 2019 under the laws of the Cayman Islands and have no operating results.

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 may be unable to complete our initial business combination.

If we fail to complete our initial

business combination, we will never generate any operating revenues.

Our 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 approximately $1.3 million in cash and a working capital deficiency of approximately $366,000.

Further, we have incurred

and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

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 the prospectus

do not include any adjustments that might result from our inability to consummate our initial public offering or our inability

to continue as a going concern.

Past performance by our management team,

including investments and transactions in which they have participated and businesses with which they have been associated, may

not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to shareholders.

Information regarding performance

is presented for informational purposes only.

Any past experience and performance of 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 consummate.

You should not rely on the historical record of our management

team’s performance as indicative of the future performance of an investment in us, including whether we can provide an attractive

return to our shareholders, or as indicative of every prior investment by each of our Founders and the members of our management

The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our

shareholders may experience losses on their investment in our securities.

Our shareholders may not be afforded an opportunity

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

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

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 for as required by applicable law or stock exchange requirement, the decision as to whether

we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in

a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of

the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval.

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

At the time of your investment

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

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 our initial business combination may be limited to exercising your

redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents

mailed to our public shareholders in which we describe our initial business combination.

If we seek shareholder approval of our initial

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

regardless of how our public shareholders vote.

As of the date hereof, our

Sponsor owns, on an as-converted basis, approximately 20% of our outstanding ordinary shares.

Our Sponsor and members of

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

amended and restated memorandum and articles of association provides that, if we seek shareholder approval, we will complete our

initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote

thereon, voted at a shareholder meeting vote in favor of the business combination, including the founder shares.

in addition to our initial shareholders’

founder shares, we would need 11,250,001, or 37.5% (assuming all issued and outstanding

shares are voted), or 1,875,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the

30,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order

to have our initial business combination approved.

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

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

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

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”

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 combination.

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

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, 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.

amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed

in connection with an initial business combination.

The per-share amount we will distribute to shareholders who properly

exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount

held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

The 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;

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 consummate an initial

business combination within 18 months after the closing of our initial public 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 consummate an initial business

combination within 18 months from the closing of our initial public offering.

Consequently, such target business may obtain

leverage over us in negotiating a business combination, knowing that if we do not consummate an initial business combination with

that particular target business, we may be unable to complete our initial business combination with any target business.

risk will increase as we get closer to the time frame 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 consummate an initial

business combination within 18 months after the closing of our initial public 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.

We may not be able to find

a suitable target business and consummate an initial business combination within 18 months after the closing of our initial

public 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.

For example, the outbreak of COVID-19 continues

to grow both in the U.S.

and globally and, while the extent of the impact of the outbreak on us will depend on future developments,

it could limit our ability to complete our initial business combination, including as a result of increased market volatility,

decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Additionally,

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

If we have not consummated an initial business

combination within such applicable time period, we will:

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

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

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

in the trust account and not previously released to us to pay our income taxes, if any, (less up to $100,000 of interest to pay

dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish

public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders

and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under

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

Our amended and restated memorandum

and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business

combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably

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

If we seek shareholder approval of our initial

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

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

of our Class A ordinary shares.

If we seek shareholder approval

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

to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares

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

business combination, although they are under no obligation to do so.

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 public shares or warrants in such transactions.

In the event that our Sponsor,

directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders

who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior

elections to redeem their shares.

The purpose of any such 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.

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

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

In addition, the proxy solicitation or tender offer

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

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

that a shareholder fails to comply with these 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 that would affect the substance or

timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection

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

within 18 months from the closing of our initial public offering;

and (iii) the redemption of our public shares if we have

not consummated an initial business within 18 months from the closing of our initial public 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 we are unable to complete an initial business combination within

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

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

Holders of warrants

will not have any right to the proceeds held in the trust account with respect to the warrants.

Accordingly, to liquidate your

investment, you may be forced to sell your public shares or warrants, potentially at a loss.

NYSE may delist our securities from trading

on its exchange, which could limit investors’

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

trading restrictions.

Our units, Class A ordinary

shares and warrants are currently listed on the NYSE.

Although we expect to continue to meet the minimum initial listing standards

set forth in the NYSE listing standards, our securities may not be, or may not 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 initial listing requirements, which are more rigorous than the NYSE continued

listing requirements, in order to continue to maintain the listing of our securities on the NYSE.

For instance, in order for

our shares to be listed upon the consummation of our business combination, at such time our share price would generally be required

to be at least $4.00 per share, our total market capitalization would be required to be at least $200.0 million, the greatest

market value of publicly held shares would be required to be at least $100.0 million and we would be required to have at

least 400 round lot shareholders.

We may not be able to meet those 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, including:

● 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

● a limited amount

of news and analyst coverage;

● a decreased ability

to issue additional securities or obtain additional financing in the future.

The National Securities Markets

Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,

which are referred to as “covered securities.”

Because our units, Class A ordinary shares and warrants are listed

on the NYSE, our units, Class A ordinary shares and warrants 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.

You will not be entitled to protections normally

afforded to investors of many other blank check companies.

Since the net proceeds of our

initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business

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

company under

the United States securities laws.

However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules

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

Accordingly, investors will not be afforded

the benefits or protections of those rules.

Among other things, this means that since our units were immediately tradable and

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

if our initial public offering were subject to Rule 419, that rule would have prohibited the release of any interest earned on

funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our

completion of an initial business combination.

If we seek shareholder approval of our initial

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

of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such

shares in excess of 15% of our Class A ordinary shares.

If we seek shareholder approval

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

to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder,

together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

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

an aggregate of 15% of the shares sold in our initial public offering 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

Our search for a business combination, and

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

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

In December 2019, a novel strain

of coronavirus 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.

On January 30, 2020, the World Health Organization declared the outbreak

of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.”

On January 31, 2020,

Health and Human Services Secretary Alex M.

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

healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak

as a “pandemic.”

A significant outbreak of COVID-19 and other infectious diseases could result in a widespread

health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target

business with which we consummate a business combination could be materially and adversely affected.

Furthermore, we may be unable

to complete a business combination if continued concerns relating to COVID-19 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 consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search for a business combination

will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge

concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions

posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate

a business combination, or the operations of a target business with which we ultimately consummate a business combination, may

be materially adversely affected.

In addition, our ability to

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

other events.

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

If we are unable to complete our initial business combination, our public shareholders may receive only their pro

rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will

expire worthless.

We have encountered and expect

to encounter intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,

competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and

have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing

services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry

knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

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

offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target

businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others

an advantage in pursuing the acquisition of certain target businesses.

Furthermore, we are obligated to offer holders of our public

shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder

vote or via a tender offer.

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

If we are unable to complete our initial business combination our public shareholders may receive only their pro

rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will

expire worthless.

If the net proceeds of our initial public

offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate

for 18 months from the closing of our initial public offering, it could limit the amount available to fund our search for a target

business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management

team to fund our search and to complete our initial business combination.

We believe that the funds available

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

to operate for 18 months from the closing of our initial public offering;

however, we cannot assure you that our estimate

Of the 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”

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

around for transactions

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

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

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.

If we are required to seek

additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or may be

forced to liquidate.

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

advance funds to us in such circumstances.

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

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

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

into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender.

would be identical to the private placement warrants.

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

to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing

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

If we are unable

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

operations and liquidate the trust account.

Consequently, our public shareholders may only receive an estimated $10.00 per share,

or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

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 per share.

Our placing of funds in the

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

Although we will seek to have all vendors,

service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving

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

such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing

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

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

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

If any third party refuses to execute

an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives

are reasonably available to the company and will only enter into an agreement with such 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.

The underwriter will not execute an agreement with us waiving such claims to the monies held in the trust account.

Examples of possible instances

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

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

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

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

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

Upon redemption of our public shares, if we have not consummated an initial business combination within 18 months from the

closing of our initial public 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.

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

than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

Pursuant to a letter agreement,

our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent

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

tax obligations, provided that such liability will not apply to any claims by a third party or prospective target

business that executed a waiver of any and all rights to seek access to the trust account (whether or not such waiver is enforceable)

nor will it apply to any claims under our indemnity of the underwriter of our initial public 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 Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, we have not asked

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

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

Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

None of our officers or directors

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

Our directors may decide not to enforce the

indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for

distribution to our public shareholders.

In the event that the proceeds

in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per 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 tax obligations, and our Sponsor asserts that

it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent

directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification

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

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

If our independent directors choose not to enforce these indemnification

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

$10.00 per 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 consummate an initial business combination.

Our obligation to indemnify our officers

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

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

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

Furthermore, a shareholder’s

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

pursuant to these indemnification provisions.

If, after we distribute the proceeds in the

trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may

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

us to claims of punitive damages.

If, after we distribute the

proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition

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

and/or bankruptcy laws as either a “preferential transfer”

or a “fraudulent conveyance.”

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

In addition, our board of directors

may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself

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

If, before distributing the proceeds in the

trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against

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

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

If, before distributing the

proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition

is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law,

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

To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our

shareholders in connection with our liquidation may be reduced.

If we are deemed to be an investment company

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

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

If we are deemed to be an investment

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

● restrictions on

the nature of our investments;

● restrictions on

the issuance of securities, each of which may make it difficult for us to complete our

initial business combination.

In addition, we may have imposed

upon us burdensome requirements, including:

● registration as

an investment company;

● adoption of a specific

form of corporate structure;

● reporting, record

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

In order not to be regulated

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

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

investing, reinvesting, owning, holding or trading “investment securities”

constituting more than 40% of our assets

(exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will be to identify and complete

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

We do not plan

to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets

or to be a passive investor.

We do not believe that our

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.

An investment in our securities 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 to occur of either:

(i) the completion of our initial business combination;

(ii) the redemption of

any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles

of association that would affect the substance or timing of our obligation to provide holders of our Class A ordinary shares the

right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares

if we do not consummate an initial business combination within 18 months from the closing of our initial public offering;

or (iii) absent our completing an initial business combination within 18 months from the closing of our initial public offering,

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

we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed

to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses

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

If we are unable to complete

our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account

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

Changes in laws or regulations, or a failure

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

initial business combination, and results of operations.

We are subject to laws and

regulations enacted by national, regional and local governments.

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

other legal requirements.

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

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 consummated an initial business

combination within 18 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond

such 18 months before redemption from our trust account.

If we have not

consummated an initial business combination within 18 months from the closing of our initial public 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 income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses),

will be used to fund the redemption of our public shares, as further described herein.

Any redemption of public shareholders

from the trust account will be effected automatically by function of our amended and restated memorandum and articles of

association prior to any voluntary winding up.

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 18 months from the closing of our initial public 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.

have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our

initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A

ordinary shares.

Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are

unable to complete our initial business combination.

Our amended and restated memorandum and articles of association provides

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

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

than ten business days thereafter, subject to applicable Cayman Islands law.

Our shareholders may be held liable for claims

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

If we are forced to enter into

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

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

course of business.

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

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

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

the claims of creditors.

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

We and our directors

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

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

be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

We may not hold an annual meeting of shareholders

until after the consummation of our initial business combination.

In accordance with the NYSE

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

fiscal year end following our listing on the NYSE.

As an exempted company, there is no requirement under the Companies Law for

us to hold annual or general meetings to elect directors.

Until we hold an annual meeting of shareholders, public shareholders

may not be afforded the opportunity to elect directors and to discuss company affairs with management.

Our board of directors

is divided into three classes with only one class of directors being elected in each year and each class (except for those directors

appointed prior to our first annual meeting of shareholders) serving a three-year term.

Holders of Class A ordinary shares will not

be entitled to vote on any election 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 election of directors.

Holders of our public

shares will not be entitled to vote on the election 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

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

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 and causing such warrants to expire worthless.

We are not registering the

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

However, under the terms of the warrant agreement, we have agreed 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 agreement.

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

in the information set forth in the registration statement or prospectus relating to our initial public offering, 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.

However, no warrant will be exercisable for cash or on a cashless basis, and we will not be

obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise

is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is 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.

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 initial public offering.

instance, our Sponsor and its 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, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares.

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 for a

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

In certain situations, including

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

than the Class A ordinary shares.

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 20 business days of the closing of

an initial business combination.

The grant of registration rights to our Sponsor

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

affect the market price of our Class A ordinary shares.

Pursuant to agreement registration

and shareholder rights agreement, our Sponsor and its 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.

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 Sponsor or its permitted transferees

are registered.

Because we are neither limited to evaluating

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

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

We may pursue business combination

opportunities in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted

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

we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the

possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial

condition or prospects.

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

in the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity

lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of

a financially unstable or a development stage entity.

Although our officers and directors will endeavor to evaluate the risks

inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant

risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of

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

We also cannot assure you that an investment in our securities 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.

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 securities will not

ultimately prove to be less favorable to investors in our securities 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 this Report regarding the areas of our management’s expertise would not be relevant to an understanding of

the business that we elect to acquire.

As a result, our management may not be able to adequately ascertain or assess all of the

significant risk factors.

Accordingly, any shareholder who choose to remain shareholders following our 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.

Although we have identified general criteria

and guidelines that we believe are important in evaluating prospective target businesses and our strategy is to identify, acquire

and build a company in the sustainable sector, 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 is to identify, acquire and build

a company in the sustainable sector, 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 are unable to complete our initial

business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are

available for distribution to public shareholders, and our warrants will expire worthless.

We 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 investment banking

firm or other independent entity that the price we are paying is fair to our shareholders from a financial point of view.

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 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

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 300,000,000 Class A ordinary shares, par value $0.0001 per share,

30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share.

There are 270,000,000 and 22,500,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively,

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

or shares issuable upon conversion of the Class B ordinary shares, if any.

The Class B ordinary shares are automatically convertible

into Class A ordinary shares at the time of our initial business combination as described herein and in our amended and restated

memorandum and articles of association.

There are no preference shares issued and outstanding.

We may issue a substantial

number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee

incentive plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon conversion

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

of the anti-dilution provisions as set forth herein.

However, our amended and restated memorandum and articles of association

provides, 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

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 preference shares:

● may significantly

dilute the equity interest of our investors, which dilution would increase if the anti-dilution provisions

in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on

a greater than one-to-one basis upon conversion of the Class B ordinary shares;

● may subordinate

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

rights senior to those afforded our Class A ordinary shares;

● could cause a change

in control if a substantial number of our Class A ordinary shares are issued, which may

affect, among other things, our ability to use our net operating loss carry forwards,

if any, and could result in the resignation or removal of our present officers and directors;

● may have the effect

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

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

● may adversely affect

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

● may not result

in adjustment to the exercise price of our warrants.

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 business.

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

their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants

will expire worthless.

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

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 are unable to complete our initial business combination, our public shareholders

may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,

and our warrants will expire worthless.

We 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.

After our initial business combination, it

is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located

outside the United States;

therefore investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our

initial business combination, a majority of our directors and officers will reside outside of the United States and all of our

assets will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors

in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce

judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under

United States laws.

In particular, there is uncertainty

as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of

courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities

laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any

other applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws of the

United States or any state in the United States.

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.

In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and,

accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying

potential business combinations and monitoring the related due diligence.

We do not have an employment agreement with, or key-man insurance

on the life of, any of our directors or executive officers.

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 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.

In addition, pursuant

to a registration and shareholder rights agreement, our Sponsor, upon and following consummation of an initial business combination,

will be entitled to nominate three individuals for election to our board of directors, as long as the Sponsor holds any securities

covered by the registration and shareholder rights agreement.

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.

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

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

Accordingly, any shareholders

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

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.

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

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

will not wish to remain in place.

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.

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 or she may be entitled to substantial compensation, and our

executive officers are not obligated to contribute any specific number of hours per week to our affairs.

Our directors also serve

as officers and board members for other entities, and may also serve as officers and/or directors for other special purpose acquisition

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 another blank

check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

Until we consummate our initial

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

Certain of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual

obligations to other entities pursuant to which such officer or director is or will be required to present a business combination

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

Accordingly, they may have conflicts

of interest in determining to which entity a particular business opportunity should be presented.

These conflicts may not be resolved

in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their

fiduciary duties under Cayman Islands law.

In addition, our Sponsor, directors

and officers may in the future become affiliated with other blank check companies that may have acquisition objectives that are

similar to ours.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented to such

other blank check companies prior to its presentation to us, subject to our officers’

and directors’

fiduciary duties

under Cayman Islands law.

Our amended and restated memorandum and articles of association 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

In fact, we may enter into a business combination with a target business that is affiliated with our Sponsor, 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.

Accordingly, such persons or

entities may have a conflict between their interests and ours.

The personal and financial

interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and

completing a business combination.

Consequently, our directors’

and officers’

discretion in identifying and selecting

a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a

particular business combination are appropriate and in our shareholders’

best interest.

If this were the case, it would

be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against

such individuals for infringing on our shareholders’

However, we might not ultimately be successful in any claim

we may make against them for such reason.

We may engage in a business combination with

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

directors or existing holders which may raise potential conflicts of interest.

In light of the involvement

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

affiliated with our Sponsor, executive officers, directors or existing holders.

Any such companies, businesses or investments

may present additional conflicts of interest in pursuing an initial business combination and may compete with us for business

combination opportunities.

However, we do not believe that any such potential conflicts would materially affect our ability to

complete our initial business combination.

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

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

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

Although we will not be specifically focusing

on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such

affiliated entity met our criteria for a business combination as set forth in Item 1 “Business—Evaluation of a Target

Business and Structuring of Our Initial Business Combination”

and such transaction was approved by a majority of our independent

and disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm or other independent

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

or international businesses affiliated with our Sponsor, executive officers, directors or existing holders, potential conflicts

of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders

as they would be absent any conflicts of interest.

Since our Sponsor, executive officers and

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

to public shares they may have acquired during or may acquire after our initial public offering), a conflict of interest may arise

in determining whether a particular business combination target is appropriate for our initial business combination.

On December 31, 2019,

the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in consideration of 8,625,000

Class B ordinary shares, par value $0.0001.

In March 2020, our Sponsor transferred 30,000 founder shares to each of our independent

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

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

shares issued.

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

In addition, our Sponsor

purchased an aggregate of 9,500,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50

per share, at a price of $1.00 per warrant ($9,500,000 in the aggregate), in a private placement that closed simultaneously with

the closing of our initial public offering.

If we do not consummate an initial business within 18 months from the closing

of our initial public offering, the private placement warrants will expire worthless.

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 18-month anniversary of the closing of our initial public offering nears, which is

the deadline for our consummation of an initial business combination.

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 the prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following

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

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, expenses,

capital expenditures, acquisitions and other general corporate purposes;

● limitations on

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

in which we operate;

● increased vulnerability

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

changes in government regulation or prevailing interest rates;

● limitations on

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

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

compared to our competitors who have less debt.

We may only be able to complete one business

combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause

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

This lack of diversification

may negatively impact our operations and profitability.

The net proceeds from our initial

public offering and the private placement of warrants provided us with up to $292,000,000 that we may use to complete our initial

business combination (after taking into account the $10,500,000 of deferred underwriting commissions being held in the trust account

and the estimated expenses of our initial public offering).

We may effectuate our initial

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

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

of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma

financial statements with the SEC that present operating results and the financial condition of several target businesses as if

they had been operated on a combined basis.

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

of diversification may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able

to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which

may have the resources to complete several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success 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

This lack of diversification

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

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

We may attempt to simultaneously complete

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

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

If we determine to simultaneously

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

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

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

With multiple business combinations, we could also

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

investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations

and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these

risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business

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

a company that is not as profitable as we suspected, if at all.

In pursuing our 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 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.

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.

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 of a target.

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

However, as a result

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

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

In addition, other minority

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

shares than we initially acquired.

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

control of the target 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

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 business.

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

We do not have a specified maximum redemption

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

with which a substantial majority of our shareholders do not agree.

Our amended and restated memorandum

and articles of association does 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”

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

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

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

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

shares to our Sponsor, officers, directors, advisors or any of their affiliates.

In the event the aggregate cash consideration

we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required

to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available

to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption

will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business

combination, 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 some of 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

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

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

agreement requires a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms

of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65%

of the number of the then-outstanding private placement warrants.

In addition, our amended and restated memorandum and articles

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

propose an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing

of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with

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

within 18 months from the closing of our initial public offering.

To the extent any of such amendments would be deemed to

fundamentally change the nature of any of the securities offered through the initial public offering, we would register, or seek

an exemption from registration for, the affected securities.

We may seek to amend our amended and restated memorandum and articles

of association or governing instruments or extend the time to consummate an initial business combination in order to effectuate

our initial business combination.

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 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 between 90% and 100% of the company’s shareholders.

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

activity (including the requirement to deposit proceeds of our initial public 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;

provided that

the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors

prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of

our ordinary shares who attend and vote at our shareholder meeting which shall include the affirmative vote of a simple majority

of our Class B ordinary shares.

Our Sponsor and its permitted transferees, if any, who will collectively beneficially own, on

an as-converted basis, 20% of our ordinary shares upon the closing of our initial public offering (assuming they do not purchase

any units in our initial public offering), will participate in any vote to amend our amended and restated memorandum and articles

of association and/or trust agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able

to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination

behavior more easily than some other 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 Sponsor, executive officers,

directors and director nominees have agreed, pursuant to agreements 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 provide holders

of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or

to redeem 100% of our public shares if we do not consummate an initial business combination within 18 months from the closing

of our initial public 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 income taxes, if any, divided by the number of the then-outstanding public shares.

Our shareholders are not parties to,

or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against

our Sponsor, executive officers, directors or director nominees for any breach of these agreements.

As a result, in the event

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

We may be unable to obtain additional financing

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

to restructure or abandon a particular business combination.

If we are unable to complete our initial business combination, our

public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution

to public shareholders, and our warrants will expire worthless.

Although we believe that the

net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete

our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital

requirements for any particular transaction.

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

warrants 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 are unable to complete

our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account

that are available for distribution to public shareholders and not previously released to us to pay our income taxes, 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.

Our Sponsor controls a substantial interest

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

Upon closing of our initial

public offering, our Sponsor held, on an as-converted basis, approximately 20% of our issued and outstanding ordinary shares

(assuming it does not purchase any units in our initial public offering).

Accordingly, it may exert a substantial influence on

actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and

restated memorandum and articles of association.

If our Sponsor purchases any additional Class A ordinary shares in the aftermarket

or in privately negotiated transactions, this would increase its control.

Neither our Sponsor nor, to our knowledge, any of our

officers or directors, have any current intention to purchase additional securities.

Factors that would be considered in making

such additional purchases would include consideration of the current trading price of our Class A ordinary shares.

our board of directors, whose members were elected by our Sponsor, is 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 meeting

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

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

If there is an annual meeting, as

a consequence of our “staggered”

board of directors, only a minority of the board of directors will be considered

for election and our Sponsor, because of its 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.

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

business combination without the prior consent of our Sponsor.

Accordingly, our Sponsor continues to exert control at least until

the completion of our initial business combination.

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.

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

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to (i) cure

any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms

of the warrants and the warrant agreement set forth in the prospectus, or defective provision, (ii) amending the definition of

ordinary cash dividend as contemplated by the warrant agreement, or (iii) adding or changing any provisions with respect to matters

or questions arising under the warrant agreement, but requires the approval by the holders of at least 65% of the then-outstanding public

warrants to make any change that adversely affects the interests of the registered holders of public warrants.

Accordingly, we

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

warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or

any provision of the warrant agreement with respect to the private placement warrants, 65% of the number of the then-outstanding private

placement warrants.

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, 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 outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per

warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as

adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days

within a 30-trading day period ending on the third trading day prior to proper notice of such redemption and provided that

certain other conditions are met.

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

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

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 on such terms so long as they are held by our Sponsor or its permitted transferees.

Our warrants may have an adverse effect on

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

We have issued warrants to

purchase 15,000,000 Class A ordinary shares as part of the units issued in our initial public offering and, simultaneously with

the closing of our initial public offering, we issued in a private placement an aggregate of 9,500,000 private placement warrants,

each exercisable to purchase one Class A ordinary share at $11.50 per share.

In addition, if the Sponsor makes any working capital

loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 private placement warrants, at the price

of $1.00 per warrant.

To the extent we issue ordinary

shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number

of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a

target business.

Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and

reduce the value of the Class A ordinary shares issued to complete the business transaction.

Therefore, our warrants may make

it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

Because each unit contains one-half 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-half of

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

units will trade.

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

will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant

This is different from other offerings similar to ours whose units include one ordinary share and one warrant to purchase

one whole share.

We have established the components of the units in this way in order to reduce the dilutive effect of the warrants

upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half 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.

A provision of our warrant agreement may

make it more difficult for us to consummate 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 consummation of our initial business combination (net of redemptions),

and (iii) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115%

of the higher of the market value and the newly issued price, and the $18.00 per share redemption trigger price will be adjusted

(to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price .

This may make it more

difficult for us to consummate an initial business combination with a target business.

The market for our securities may not be

sustained, which would adversely affect the liquidity and price of our securities.

The price of our securities

may vary significantly due to one or more potential business combinations and general market or economic conditions.

an active trading market for our securities may not be sustained.

You may be unable to sell your securities unless a market can

be sustained.

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

Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance

with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial statement requirements

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

in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination

within the prescribed time frame.

We are an emerging growth company and a smaller

reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements

available to “emerging growth companies”

or “smaller reporting companies,”

this could make our securities

less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth

company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”

including, but not limited to, not being required to comply with the auditor 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.

Our business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business.

If any such risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected.

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

Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially adversely affect our business, prospects, financial condition and results of operations.

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

Summary of the Material Risks Associated with Our Business

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

● Our business is subject to numerous regulatory uncertainties which, if not resolved in our favor, would have a material adverse impact on our business.

● Our resource development activities are subject to changes in government regulation and political instability.

● Changes to any of the laws, rules, regulations or policies to which we are subject could have a significant impact on our business.

● Our exploration, collecting, processing and refining activities are subject to extensive and costly environmental requirements, and current and future laws, regulations, and permits may impose significant costs, liabilities, or obligations, or could limit or prevent our ability to continue our operations as currently contemplated or to undertake new operations.

● We may become subject to environmental liabilities as a result of noncompliance or newly imposed regulations.

● The grade and quality of the polymetallic nodule deposits that we intend to develop are estimates, and there are no guarantees that such deposits will be suitable for collecting or commercialization.

● No seafloor polymetallic nodule deposit has ever been commercially collected, and our offshore collection technology and development plans and processes may not be sufficient to accomplish our objectives.

● Mineral resource estimates from the contract areas of NORI and TOML are only estimates.

● Our business is subject to significant risks, and we may never develop minerals in sufficient grade or quantities to justify commercial operations.

● Uncertainty in our estimates of polymetallic nodule deposits could result in lower-than-expected revenues and higher costs.

● We operate in a highly competitive industry, and there are no assurances that our efforts will be successful.

● The prevailing market prices of nickel, manganese, copper, cobalt, and other commodities will have a material impact on our ability to achieve commercial success.

● We may be adversely affected by fluctuations in demand for nickel, manganese, copper, cobalt, and other commodities.

● We may experience difficulty in creating market acceptance for a novel manganese product.

● Negative perceptions related to the collection of polymetallic nodules could have a material adverse effect on our business.

● Offshore nodule collection and onshore processing and refining operations pose inherent risks and costs that may negatively impact our business.

● Our business is contingent on our ability to successfully identify, collect and process polymetallic nodules, and in doing so, we will need to rely on certain existing and future strategic relationships, some of which we may be unable to maintain and/or develop.

● Some of the offshore equipment that we will need to accomplish our objectives has not been manufactured and/or tested.

● The polymetallic nodules that we may recover will require specialized treatment and processing, and there is no certainty that such processes will result in a recovery of metals that is consistent with our expectations, or that we will be able to develop or otherwise access processing plants that are suitable for our purposes.

● Our exploration and polymetallic nodule collecting activities may be affected by natural hazards, which could have a material adverse effect on our business.

● Actual capital costs, financing strategies, operating costs, production and economic returns may differ significantly from those we have anticipated and there can be no assurance that any future development activities will result in profitable metal production operations.

● We have a limited operating history, and there can be no assurance that we will be able to commercially develop our resource areas or achieve profitability in the future.

● We depend on key personnel for the success of our business.

The loss of key personnel or the hiring of ineffective personnel could negatively impact our operations and profitability.

● We are dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure.

● Our business is subject to a variety of risks, some of which may not be covered by our future or existing insurance policies.

● We may not be able to adequately protect our intellectual property rights.

If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.

● If we infringe, or are accused of infringing, on the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products.

● The COVID-19 pandemic could have an adverse effect on our business.

● We may issue additional common shares or other equity securities without shareholder approval, which would dilute your ownership interests and may depress the market price of our common shares.

● Our outstanding warrants have become exercisable for our common shares beginning on October 9, 2021, which if exercised, will increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

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

If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results and the value of our common shares.

● We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

● We are involved in class action litigation that may adversely affect us, and we may not be successful in our litigation related to non-performing Private Investment in Public Equity (“PIPE”) investors.

● Our business is capital intensive, and we may be required to raise additional funds in the future in order to accomplish our objectives.

● We may incur debt in the future, and our ability to satisfy our obligations thereunder remains subject to a variety of factors, many of which are not within our control.

● An active trading market for our common shares and warrants may not be sustained, which would adversely affect the liquidity and price of our securities.

● There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

● We are exposed to risks in our international operations, which could adversely affect our business.

● We may be classified as a PFIC in any taxable year, which could result in adverse U.S.

federal income tax consequences to U.S.

Regulatory and Environmental Risks.

Our business is subject to numerous regulatory uncertainties which, if not resolved in our favor, would have a material adverse impact on our business.

To date, no commercial collection (also referred to as “mining,” “exploitation” or “harvesting”) of nodules has occurred on the seafloor in the area of the high seas beyond national jurisdiction (the “Area”), which includes the CCZ.

Moreover, despite the release by the ISA of the Draft Regulations on Exploitation of Mineral Resources (the “Draft Regulations”), finalization of such regulations remains subject to approval and adoption by the ISA.

The ISA was intending to have these regulations finalized by July 2020, but the COVID-19 pandemic disrupted ISA meetings and discussions.

Once adopted, these regulations will create the legal and technical framework for exploitation of the polymetallic nodules in the NORI, TOML and Marawa contract areas.

Section 1, paragraph 15 of the 1994 Agreement relating to the Implementation of Part XI of UNCLOS allows a member state whose national intends to apply for approval of a plan of work for exploitation to notify the ISA of such intention.

This notice obliges the ISA to complete the adoption of exploitation regulations within two years of the request made by the member state.

On June 25, 2021, Nauru submitted its notice to the ISA requesting that it complete, by July 9, 2023, the adoption of regulations necessary to review NORI’s plans of work for the commercial exploitation of polymetallic nodules.

The notice submitted by Nauru to the ISA has increased the likelihood that regulations will be adopted that will govern and enable commercial development of polymetallic nodules by mid-2023.

If the ISA has not completed the adoption of such regulations within the prescribed time and an application for approval of a plan of work for exploitation is pending before the ISA, the ISA shall nonetheless consider and provisionally approve such plan of work based on:

(i) the provisions of the UNCLOS;

(ii) any rules, regulations and procedures that the ISA may have adopted provisionally at the time, (iii) the basis of the norms contained in the UNCLOS and (iv) the principle of non-discrimination among contractors.

We expect the final regulations (“Final Regulations”) to be approved within the next two years, but there can be no assurance that such regulations will be approved then, or at all.

The Draft Regulations and several supporting standards and guidelines are at an advanced stage, but there remains uncertainty regarding the final form that these will take, as well as the impact that such regulations, standards and guidelines will have on our ability to meet our objectives.

The collection of polymetallic nodules within the CCZ, where our exploration areas are located, will require approval of an ISA Exploitation Contract (which will authorize commercial collection activities).

As part of the application for an ISA Exploitation Contract, all contractors are required to complete baseline studies and an ESIA, culminating in an (EIS, prior to collecting nodules.

The EIS would be accompanied by an Environmental Management and Monitoring Plan (“EMMP”).

The EMMP is expected to specify the objectives and purpose of all monitoring requirements, the components to be monitored, frequency of monitoring, methods of monitoring, analysis required in each monitoring component, monitoring data management and reporting.

In order to move our exploration projects into commercial production, our wholly-owned subsidiaries, NORI and TOML will each need to obtain an ISA Exploitation Contract, as will our partner, Marawa, in addition to related permits that may be required by our commercial partners.

There can be no assurance that the ISA will evaluate any Exploitation Contract application by our subsidiaries in a timely manner.

Even if the ISA timely evaluates such applications(s), our subsidiaries may be required to submit a supplementary EIS before obtaining approval.

As such, there is a risk that an ISA Exploitation Contract may not be granted by the ISA, may not be granted on a timely basis, or may be granted on uneconomic terms.

Similarly, with respect to Sponsoring State regulation, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that would limit or curtail production or development by our subsidiaries.

Amendments to current laws and regulations governing the operations and activities of deep-sea mineral resources companies, or changes in interpretation thereto, or the unwillingness of countries throughout the world to enforce such laws and regulations, could have a material adverse impact on our business, and could cause increases in exploration expenses, capital expenditures, production costs, or put the security of our equipment at risk to activism or piracy.

Such amendments could also cause reductions in our future production, or the delay or abandonment in the development of our polymetallic mineral resource properties.

There can be no certainty that actions by governmental and regulatory authorities, including changes in regulation, taxation and other fiscal regimes, will not adversely impact our projects or our business.

Further, our operations depend on the continuation of the Sponsorship Agreements between our subsidiaries NORI and TOML and each of their host Sponsoring nations, Tonga and Nauru, respectively.

Each subsidiary has been registered and incorporated within such host nation and each nation has maintained effective supervision, regulation, and sponsorship over the conduct of such subsidiary.

While we have beneficial ownership over such subsidiaries, we operate under the regulation and sponsorship of Nauru and Tonga.

If such arrangement is challenged, or sponsorship is terminated, we may have to restructure the ownership or operations of such subsidiary to ensure continued state sponsorship.

Failure to maintain sponsorship, or secure new state sponsorship, will have a material impact on such subsidiary and on our overall business and operations.

While the rates of payments are yet to be set by the ISA, the 1994 Agreement relating to the Implementation of Part XI of the UNCLOS of 10 December 1982 (the “1994 Implementation Agreement”) prescribes a relevant framework that the rates of payments “shall be within the range of those prevailing in respect of land-based mining of the same or similar minerals in order to avoid giving deep seabed miners an artificial competitive advantage or imposing on them a competitive disadvantage.” The ISA has held workshops with stakeholders to discuss and seek comments on the potential financial regime for the collecting of polymetallic nodules in the CCZ.

There can be no assurance that the ISA will put in place Final Regulations in a timely manner or at all.

Such regulations may also impose burdensome obligations or restrictions on us, and/or may contain terms that do not enable us to develop our projects.

Our resource development activities are subject to changes in government regulation and political instability.

Parties carrying out exploration and collection operations in the CCZ must be sponsored by a State that is a member of the ISA.

The sponsoring States of our subsidiaries NORI and TOML are Nauru and Tonga, respectively.

In addition, our subsidiary, DGE, has an exclusive contract with Marawa, which is sponsored by Kiribati, that permits DGE to conduct activities in connection with the exploration contract held by Marawa with the ISA.

If any of these country ceases such sponsorship, our subsidiaries or their partners (as applicable) would need to seek sponsorship elsewhere, which could impact our operations as a group.

There is a risk that a State sponsoring activities in a project area ceases to be a sponsor, or is not permitted to be a sponsor, or that NORI and TOML cease to remain as sponsored contractors by such State;

and if an agreement cannot be reached with a substitute sponsoring State, or if we are unable to transfer our sponsorship to another State, such subsidiary could be forced to cease activities in the CCZ.

Additionally, there is little jurisprudence or interpretative guidance regarding the application of the sponsorship regulations that are applicable to our business.

For example, with respect to the question over the regulation of which State can impact the activities of any contractor (such as NORI or TOML), we have taken the view that incorporation, registration and the grant of nationality are critical factors, amongst others, notwithstanding the beneficial ownership of a subsidiary by its parent (“beneficial ownership”).

While this position has not been challenged by our sponsoring States or the ISA, certain organizations that oppose the deep-sea polymetallic nodule exploration and collecting industry have advocated for the use of a beneficial ownership test for state sponsorship, and there are no guarantees that our interpretation will be universally accepted in the future.

The mineral exploration activities of our subsidiaries and their future project development prospects could be affected in varying degrees by political instability and changes in government regulation relating to foreign investment and the deep-sea polymetallic collecting business, including expropriation.

Operations may also be affected in varying degrees by possible natural disasters in the region, terrorism, military conflict, crime, piracy, fluctuations in currency rates, and high inflation.

In addition, from time to time, governments may nationalize private businesses, including companies such as ours.

There can be no assurance that the governments of countries where we or our affiliates or third-party contractors operate or the governments with which our subsidiaries work in the CCZ will not nationalize companies such as ours and our assets in the future, or impose burdensome obligations or restrictions.

There can also be no assurance that the ISA will not impose burdensome obligations or restrictions on our business or our projects (or those of our affiliates and third-party contractors), or that they will not implement policies or regulations that would prevent us from accomplishing our objectives.

Changes to any of the laws, rules, regulations or policies to which we are subject could have a significant impact on our business.

Changes to any of the laws, rules, regulations, taxation or other policies to which we are subject could have a significant impact on our business.

There can be no assurance that we will be able to comply with any future laws, rules, regulations and policies.

Failure to comply with applicable laws, rules, regulations, and policies may subject us to civil or regulatory proceedings, including fines or injunctions, which may have a material adverse effect on our business, financial condition, liquidity, and results of operations.

In addition, compliance with any future laws, rules, regulations, and policies could negatively impact our profitability, and could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Furthermore, we may seek to expand our production capabilities in the future, which would require additional regulatory approvals that may not be provided in a timely manner or at all.

Furthermore, such additional approvals could require changes to environmental offset areas and related environmental protections which, if overly burdensome, could impact our operations.

Our exploration, collecting, processing and refining activities are subject to extensive and costly environmental requirements, and current and future laws, regulations, and permits may impose significant costs, liabilities, or obligations, or could limit or prevent our ability to continue our operations as currently contemplated or to undertake new operations.

All phases of exploring for and collecting and processing polymetallic nodules will be subject to environmental regulation in various jurisdictions and under national as well as international laws and conventions.

No seafloor polymetallic nodule deposit has been developed commercially, and it is not clear what environmental parameters may need to be measured to satisfy regulatory authorities for an ISA Exploitation Contract to be granted.

A full ESIA for deep-sea collecting operations has yet to be completed and approved by the ISA, and the full impact of any polymetallic nodule collecting operation on the environment has yet to be determined.

Further, the required standards for an ESIA have not been finalized by the ISA, which could require changes to any submissions made by our subsidiaries in connection with an ISA Exploitation Contract application.

Environmental legislation is evolving in a manner which is likely to require strict standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.

Nodule collection operations in the CCZ are certain to disturb wildlife in the operating area and may impact ecosystem function.

The nature and severity of these impacts on CCZ wildlife are expected to vary by species and are currently subject to significant uncertainty.

Our studies baselining wildlife and ecosystem function, piloting the nodule collection system and assessing impacts arising from the use of this system are currently in progress and, similar to studies conducted in respect of land-based mining, may not definitively establish the impacts of activities on the biodiversity in the CCZ.

Given the significant volume of deep water and the difficulty of sampling and retrieving biological specimens, a complete biological inventory might never be established.

Accordingly, impacts on CCZ biodiversity may never be, completely and definitively known.

For the same reasons, it may also not be possible to definitively say whether the impact of nodule collection on global biodiversity will be less significant than those estimated for land-based mining for a similar amount of produced metal.

It is also currently not definitively known whether the risk of biodiversity loss in the CCZ could be eliminated through setting aside large representative areas of CCZ under protection (13 areas currently set aside by ISA covering 43% of the CCZ) or reduced through mitigation strategies inside operating areas or how long it will take for disturbed seabed areas to recover naturally.

Prior research indicates that the density, diversity and function of fauna representing most of resident biomass (including mobile, pelagic and microbial life) are expected to recover naturally over years to decades.

However, a high level of uncertainty exists around recovery of fauna that requires the hard substrate of nodules for critical life function.

The extent to which planned measures, such as leaving behind 15% of nodule cover (by mass) and setting aside no-take zones, would aid recruitment and recovery of nodule-dependent species in impacted areas will depend on factors like habitat connectivity, which is an area that is still under study.

While we intend to collect seafloor polymetallic nodules in a way that mitigates and reduces potential damage to the seafloor, marine life and ecosystem function, we do not know whether the ISA or any other regulatory body will seek to impose onerous methods for the restoration of the disturbed area or rehabilitation obligations on our collecting process.

Any such obligations, to the extent they are overly burdensome, could result in material changes to our business as currently contemplated.

Although the environmental impact review process has not yet been finalized, all contractors have been made aware of the requirement to complete baseline studies and an ESIA, culminating in an EIS, prior to collecting.

The EIS would be accompanied by an EMMP, which will be required as part of the application for an ISA Exploitation Contract within the contract areas of NORI, TOML and Marawa.

The EMMP will also be submitted to the ISA for approval as part of the ISA Exploitation Contract application.

There are no guarantees that the ISA will evaluate any exploitation contract application by our subsidiaries in a timely manner, and even if the ISA does timely evaluate such applications(s), such subsidiary may be required to submit a supplementary EIS before being approved.

This may result in delays that could impact our projected timeframe.

Furthermore, in the event that the ISA evaluates and approves an application in a timely manner, any aspect of such application and approval theoretically could be subject to legal challenges which could result in further delays that could detrimentally impact our business.

For example, certain conservation groups have called for a ten-year moratorium on all deep-sea mineral exploration and exploitation activities.

While this agenda does not appear to have directly impacted the development of proposed Final Regulations and Standards and Guidelines by the ISA, any such moratorium would have a material adverse effect on our business.

The environmental permitting process, which includes considerations of the impacts of our activities on the biodiversity of the CCZ, is expected to involve a series of checks and balances with reviews being conducted by the ISA, including technical evaluations by the ISA Secretariat and the Legal and Technical Commission (the “LTC”).

The recommendations of the LTC will then go before the ISA Council (“Council”), a core policy-making body of the ISA, which will then review and, if it deems appropriate, approve the contractor’s application.

It would require a two-thirds majority of the Council to reject a development proposal that is recommended to it by the LTC.

There are no assurances that the work our subsidiaries have done to date, or their contemplated future operations will satisfy the final environmental rules and regulations adopted by the ISA, and any future changes could delay the timing of such submissions to the ISA or our subsidiaries operations more generally, which could have a material adverse effect on our business.

Sponsoring State approvals and permits are currently and may in future be required in connection with our operations.

To the extent such approvals are required and not obtained, our subsidiaries may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Parties engaged in collection operations may be required to compensate those suffering loss or damage by reason of the collection activities and may have civil or criminal fines or penalties imposed for violations of applicable laws and regulations.

We may become subject to environmental liabilities as a result of noncompliance or newly imposed regulations.

All of the exploration and development operations of our subsidiaries will be subject to environmental permitting and regulations, which can make operations expensive or prohibit them altogether.

We may also be subject to potential risks and liabilities associated with pollution of the environment that could occur as a result of our subsidiaries’ exploration, development, and production activities.

To the extent that a subsidiary becomes subject to environmental liabilities, the payment of such liabilities, or the costs incurred to remedy environmental pollution, would reduce funds otherwise available to us, which could have a material adverse effect on our business.

If we or our subsidiaries are unable to fully remedy an environmental problem, they might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy.

The potential exposure could be material to our business.

All of our exploration, development, production and processing activities will be subject to regulation under certain environmental laws and regulations.

Our subsidiaries may be required to obtain permits for their activities.

They may be required to update and review permits from time to time, and may also be subject to environmental impact analyses and public review processes prior to the approval of any future activities.

It is possible that future changes in applicable laws, regulations and permits, or changes in their enforcement or regulatory interpretation by local governments, sponsor states, and other regulatory bodies, could have a significant impact on our business.

Resource and Market Risks.

The grade and quality of the polymetallic nodule deposits that we intend to develop are estimates, and there are no guarantees that such deposits will be suitable for collecting or commercialization.

The grades and abundances of the seafloor polymetallic nodule deposits that we intend to develop and commercialize are estimates that may prove to be inaccurate.

While limited samples have been collected and analyzed, there are no guarantees that our estimates of quality will hold true with respect to the polymetallic nodule deposits that we are able to collect from the seafloor.

Actual nodule grades and abundances may vary from our estimates, which could have a material adverse impact on our projections for future revenues, cash flows, royalties, and development and operating expenditures.

In addition, the precise form of mineral occurrence, grade, abundance, and tonnage, which is projected based on the mapping and analysis of samples, are not yet known.

There is a risk that the sampling and imaging that has been completed to date, and that which will need to be completed in the future, has not and/or will not allow us to accurately quantify the tonnage, abundance and grade of identified polymetallic nodule deposits.

Moreover, the projections or classifications based on such sampling could result in inaccurate environmental, geological or metallurgical assumptions (including with respect to the size, grade, abundance, and/or recoverability of minerals) or incorrect assumptions concerning economic recoverability.

No seafloor polymetallic nodule deposit has ever been commercially collected, and our offshore collection technology and development plans and processes may not be sufficient to accomplish our objectives.

Seafloor polymetallic nodules have never been commercially mined, and there is a risk that our offshore collection and recovery methods and the equipment that we intend to utilize during this process may not be adequate for the economic development of seafloor polymetallic nodule deposits.

The equipment and technology that we intend to utilize has not been fully proven in such subsea conditions and for this specific material and application, and failure to adapt existing equipment or to develop suitable equipment or recovery and development techniques for the prevailing material and seafloor conditions would have a material adverse effect on the business of our subsidiaries, and the results of their operations and financial condition.

We have partnered with Allseas, a leading global offshore contractor, to undertake a pre-production pilot collection system test in which a collector vehicle, a riser and lift system and surface production vessel will be tested.

Although we expect the pilot collection system test to be successful, there can be no assurance that it will be, or that their technology will eventually be adequate for full scale commercial production.

On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of the Project Zero System.

NORI and Allseas intend to equally finance all costs related to developing and getting Project Zero System into production currently.

The parties intend to detail and revise these cost estimates in the definitive agreement contemplated by the non-binding term sheet, which the parties expect to enter into no later than December 31, 2022, following the completion of the pilot collection tests.

There can be no assurances, however, that we will enter into definitive agreements with Allseas contemplated by the non-binding term sheet in a particular time period, or at all, or on terms similar to those set forth in the non-binding term sheet, or that if such definitive agreements are entered into by us that the proposed commercial systems and second production vessel will be successfully developed or operated in a particular time period, or at all and hence, we may be delayed in obtaining offshore collection equipment in the event we do not reach agreement with Allseas and have to develop such equipment on our own or through new third-party contractual relationships.

We are reliant on third parties to conduct independent analyses with respect to our business, and any inaccuracies in such analyses could have a material adverse effect on our offshore collection and onshore processing and refining objectives.

We rely upon third-party consultants, engineers, analysts, scientists, and others to provide analyses, reviews, reports, advice, and opinions regarding our potential projects.

For example, the NORI Initial Assessment and the TOML Mineral Resource Statement, contain mineral resource estimates and other information with respect to our contract areas.

There is a risk that such analyses, reviews, reports, advice, opinions, and projects are incorrect, in particular with respect to resource estimation, process development, and recommendations for products to be produced, as well as with respect to economic assessments, including estimating the capital and operating costs of our project and forecasting potential future revenue streams.

Uncertainties are also inherent in such estimations.

Mineral resource estimates from the contract areas of NORI and TOML are only estimates .

Estimates of mineral resources from the contract areas of NORI and TOML described in our SEC filings and reported in technical reports prepared by AMC are only estimates and depend on geological interpretation and statistical inferences or assumptions drawn from survey data and recovery and sampling analysis, which might prove to be materially inaccurate.

While these reports have been provided by experts, there is a degree of uncertainty attributable to the estimation of mineral resources.

Mineral reserves have not been defined and will require completion of further studies.

Until mineral resources are actually collected and processed, the quantity of metal and nodule abundance must be considered as estimates only and no assurance can be given that the indicated levels of metals will be produced.

In making determinations about whether to advance any of our projects to further development, we must rely upon calculated estimates for the mineral resources and grades of mineralization in our contract areas and estimated equipment production rates, equipment availability and utilization and collection efficiency.

The estimation of mineral reserves and mineral resources is an iterative process and is, at times, partially dependent upon the judgment of the persons preparing the estimates.

The process relies on the quantity and quality of available data and is based on knowledge, experience, statistical analysis of data and industry practices.

Valid estimates made at a given time may significantly change when new information becomes available.

Estimated mineral reserves and mineral resources may have to be recalculated based on changes in metal prices, further exploration or development activity or actual production experience.

This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral reserves and mineral resources estimates.

The extent to which mineral resources may ultimately be reclassified as mineral reserves is dependent upon the demonstration of their profitable recovery.

Any material changes in volume and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital.

We cannot provide assurance that polymetallic nodules can be collected or processed profitably.

The mineral resource estimates in our SEC filings have been determined and valued based on assumed future metal prices, cut-off grades, production rates and operating costs that may prove to be inaccurate.

Extended declines in the market price for nickel, manganese, copper and cobalt may render portions of our mineralization uneconomic and result in reduced reported volume and grades, which in turn could have a material adverse effect on our financial performance, financial position and results of operations.

In addition, inferred mineral resources have a great amount of uncertainty as to their existence and their economic and legal feasibility.

You should not assume that any part of an inferred mineral resource will be upgraded to a higher category or that any of the mineral resources will be reclassified as mineral reserves.

Currently 97% of the NORI Area D resource is classified into indicated and measured categories.

Our business is subject to significant risks, and we may never develop minerals in sufficient grade or quantities to justify commercial operations.

Mineral resource exploration, development, and operations are highly speculative and are characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral resources, and from finding mineral resources which, though present, are insufficient in quantity and quality to return a profit from production.

Once mineralization is discovered, it may take a number of years from the initial exploration phases before production is possible, during which time the potential feasibility of the project may change adversely.

Substantial expenditures are required to establish mineral resources and reserves, to determine processes to collect and transport the minerals and, if required, to construct processing facilities.

No deep-sea polymetallic properties in the CCZ that have been identified have as of today been developed into production.

Exploration and exploitation risks exist in the discovery, location, definition and recovery of seafloor polymetallic nodule deposits.

Given that no seafloor polymetallic nodule deposit has ever been commercially developed, such risks may have a material impact on our ability to accomplish our objectives.

Operations may be affected by the availability of suitable vessels and equipment, prevailing sea conditions, changes in meteorological conditions and climate change, currents close to the seafloor and throughout the water column, recovery of materials sampled, lack of experience in delineating deposits, or unsuitability of equipment for recovering such material in prevailing conditions.

Substantial expenditures are required to establish mineral reserves, to develop metallurgical processes, and to construct collection and transportation vessels, and we will be required to rely upon the expertise of consultants and others for exploration, development, construction and operational knowhow, and such consultants and third parties may not always be available to support our operations.

If we are not able to obtain such expertise or identify alternative sources of expertise, our operations and financial results will be negatively impacted.

While we believe that seafloor polymetallic nodules in the contract areas of our subsidiaries account for some of the world’s largest aggregated estimated deposits of battery metals, no assurance can be given that minerals will be discovered in sufficient grade or quantities to justify commercial operations.

Whether an exploration property will be commercially viable depends on a number of factors, including:

the particular attributes of the deposit, such as size, grade and proximity to infrastructure;

metal prices, which are highly cyclical;

availability of and effectiveness of technology to recover, trans-ship, transport and process nodules;

government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, and environmental protection;

availability of required personnel, third-party partners and contractors, any required financing and commercial demand in the marketplace for such metals.

The precise impact of these factors cannot accurately be predicted, but the combination of these factors may result in the inability of our subsidiaries to operate or generate an adequate return on invested capital.

While we and our subsidiaries will evaluate the political and economic factors in determining an exploration strategy, there can be no assurance that significant restrictions will not be placed on intended development areas.

Such restrictions may have a material adverse effect on our business and results of operation.

Uncertainty in our estimates of polymetallic nodule deposits could result in lower than expected revenues and higher costs.

We base our estimates of polymetallic nodule deposits on engineering, economic, and geological data assembled and analyzed by outside firms, which are reviewed by third-party expert consultants including engineers and geologists.

Such estimates, however, are necessarily imprecise and depend to some extent on professional interpretation, including statistical inferences drawn from available data, which may prove unreliable.

There are numerous uncertainties inherent in estimating quantities and qualities of the polymetallic nodules that we intend to collect and the costs associated therewith, including many factors beyond our control.

Estimates of economically recoverable minerals necessarily depend upon a number of variable factors and assumptions, all of which may vary considerably from actual results, such as:

● environmental, geological, geotechnical, collecting and processing conditions that may not be fully identified by available data or that may differ from experience;

● changes to the strategic approach to collecting and processing, which will depend in large part on market demand, corporate strategy and other prevailing economic and financial conditions;

● assumptions concerning future prices of products (including, most notably, battery metals and manganese ore) foreign exchange rates, production rates, process recovery rates, transportation costs, operating costs, capital costs and reclamation costs;

● assumptions concerning future effects of regulation, including the issuance of required permits and taxes by governmental agencies and foreign government policies relating to our collecting of the mineral resources from our contract areas.

Uncertainty in estimates related to the availability of polymetallic nodules could result in lower-than-expected revenues and higher than expected costs or a shortened estimated life for our projects.

Fluctuations in factors out of our control such as changes in future product pricing, foreign government policies and foreign exchange rates can have a significant impact on the estimates of mineral resources and reserves and can result in significant changes in the quantum of our resources and/or reserves period-to-period.

We operate in a competitive industry, and there are no assurances that our efforts will be successful.

The battery metals production industry is capital intensive and competitive.

Production of battery materials and manganese alloys is largely dominated by Chinese competitors.

These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve and possibly expand their facilities.

Additionally, domestic Chinese resources firms have historically been able to produce minerals and/or process metals from land-based operations at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and governmental regulations and lower labor and benefit costs.

In addition to three contracts held by TMC’s subsidiaries and partners, 16 other entities (ISA Member States and private companies sponsored by ISA Member States) currently hold ISA Exploration Contracts for polymetallic nodules.

If and when they move into the exploitation phase, each of these contract-holders could become potential competitors with respect to the collection of polymetallic nodules and the production of nickel, manganese, copper and cobalt products.

Some of these contract holders may possess greater financial and/or technical resources.

Furthermore, several nation states are working on developing polymetallic nodule resources inside their EEZs, with the Cook Islands granting three exploration contracts for polymetallic nodules in February 2022.

There is increasing competition from new and existing marine mineral players for the availability of marine exploration and support vessels, related marine equipment and specialized personnel, desirable exploration areas, suitable offshore collection and onshore processing equipment, and available capital.

There is a risk that competitors may find more promising resources, identify or develop more economic technologies, enter into strategic partnerships that constrain our optionality, or may develop novel methods to collect nodules from the seafloor or process nodules into metals that are more economic than we currently contemplate.

The prevailing market prices of nickel, manganese, copper, cobalt, and other commodities will have a material impact on our ability to achieve commercial success.

The profitability of our nodule collection operations is significantly affected by changes in the market price of battery metals (nickel, copper and cobalt) and manganese ores and the cost of power, natural gas, coal, marine fuels, among other commodities and supply requirements.

Prices of such metals are affected by numerous factors beyond our control, including:

military conflict;

prevailing interest rates and returns on other asset classes;

expectations regarding inflation, monetary policy and currency values;

governmental and exchange decisions regarding the disposal of metal stockpiles;

political and economic conditions;

available supplies of battery metals from mine production, inventories and recycled metal;

sales by holders and producers of battery metals;

and demand for products containing nickel, manganese, copper and cobalt.

The price of nickel, manganese, copper, cobalt and other minerals and natural gas has fluctuated widely in recent years.

Depending on the prevailing price of nickel, manganese, copper, and cobalt, and the cost of power, natural gas, chemical reagents, marine fuels, cash flow from our metal production operations may not be sufficient to cover our operating costs or the costs to service any outstanding debt.

In addition, our proposed full scale production plans would involve placing a large percentage of global manganese production in the market, and we may be constrained in our ability to sell such large volumes, or such production may negatively impact the market price of manganese, which would, in either case, negatively impact our overall economic position.

We are not currently party to any commodity hedging contracts, as we do not yet have any production.

Debt financing may not be available on commercially reasonable terms, or at all.

We may be adversely affected by fluctuations in demand for nickel, manganese, copper, cobalt, and other commodities.

Because our revenue is expected to be from the collection and processing of minerals, changes in demand for, and taxes and other tariffs and fees imposed upon, such minerals and derived mineral products (most notably, nickel, manganese, copper, and cobalt) could significantly affect our profitability.

A prolonged or significant economic contraction in the U.S.

or worldwide could put downward pressure on market prices of minerals.

Protracted periods of low prices for minerals could significantly reduce revenues and the availability of required development funds in the future.

This could cause substantial reductions to, or a suspension of, our exploration, collecting and production operations, and impair asset values.

Demand for our minerals may be impacted by changes in supply dynamics and sources, and changes in demand for downstream products, including batteries for electric vehicles and energy storage that consume high volumes of the metals we intend to produce, as well as demand for manganese alloys used in steel-making, the targeted market for most of our manganese production.

Lack of growth or material increases in new sources of supply in this or in any other related markets may adversely affect the demand for our minerals and any related products, and if the market for these critical existing and emerging technologies does not grow as we expect, grows more slowly than we expect, or if the demand for our products in these markets decreases, then our business, prospects, financial condition and operating results could be harmed.

Notably, our financial success in part will depend in part on the expansion of the global manganese market to consume the additional volume of manganese that we intend to produce.

In contrast, extended periods of high commodity prices may create economic dislocations that could be destabilizing to the supply and demand of minerals, and ultimately to the broader markets.

Periods of high market prices for our minerals are generally beneficial to our financial performance.

However, strong prices also create economic pressure to identify or create new sources of supply and alternate technologies requiring consumption of metals that ultimately could depress future long-term demand for nickel, cobalt, copper and related products, and at the same time may incentivize development of competing properties.

We may experience difficulty in creating market acceptance for a novel manganese product.

We will be producing a novel manganese silicate product which does not yet have recognition in the marketplace with customers.

Metallurgical testwork, market studies by CRU International Limited and initial engagement with customers indicate that this manganese silicate product will be a premium product with high value in use as an input into silicomanganese alloy production that we believe will receive strong market acceptance.

However, mineral processing industries may be slow to change feed stocks and suppliers, even in the face of potential advantages.

Additionally, manganese silicate is not a conventional mineral product and may require additional approvals for export and import from our processing facilities to our future customers.

Our ability to generate revenue will be diminished if we are unable to compete with substitutions for the minerals that we intend to process.

Technology changes rapidly in the industries and end markets that utilize our materials.

If these industries introduce new technologies or products that no longer require the metals that we intend to collect and process, or if suitable substitutes become available, it could result in a decline in demand for our metal products.

If the demand for our metal products decreases, it will have a material adverse effect on our business and the results of our operations and financial condition.

Social License and Public Perceptions Risks.

Negative perceptions related to the offshore collection of polymetallic nodules could have a material adverse effect on our business.

There exist certain negative perceptions related to acquiring metals produced from deep-sea minerals.

Some companies in the EV supply chain have recently expressed reservations about using battery metals derived from deep-sea minerals (including polymetallic nodules), pending more research on the impacts of deep-sea mineral extraction operations on marine biodiversity and ecosystem function.

If this position gains broad traction by governments and commercial customers alike in relation to battery metals sourced from polymetallic nodules, it could have a material impact on our business and operations.

Reduced growth in the adoption of electric vehicles by consumers may change our strategy and our business and operating results may be impacted.

Given that we have focused part of our operating plan on the sale of nodule-derived battery metals into the EV supply chain, our growth may be affected by the adoption by consumers of electric vehicles.

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

While it has been projected that demand for such electric vehicles will surge over time, if the market for electric vehicles does not develop as we expect, or develops more slowly than we expect, our business and operating results may be impacted.

We and our partners may be adversely impacted by pressure and lobbying from non-governmental organizations.

Like other businesses that operate in the resources industry, our company, and our partners, are subject to pressure and lobbying from non-governmental organizations, particularly with respect to environmental concerns, including impacts on the deep-sea environment.

There is a risk that the demands and actions of such non-governmental organizations may cause significant disruption to our business, which could have a material adverse effect on our operations and financial condition.

It is possible that direct action from environmental groups could physically impact ongoing operation during exploration, project development and commercial operations.

Offshore and Onshore Technology Risks and Operational Risks.

Offshore collection and onshore processing and refining operations pose inherent risks and costs that may negatively impact our business.

Offshore collection and onshore processing and refining operations involve many hazards and uncertainties, including, among others:

● technical and operational challenges in the offshore collection operations and scaling up of such operations;

● challenges in transferring nodules to transport vessels and delivering nodules to port;

● industrial accidents;

● unusual and unexpected maritime conditions;

● unexpected seafloor conditions;

● onshore metallurgical or other processing problems;

● unexpected environmental conditions, including contamination or leakage;

● periodic interruptions due to inclement or hazardous weather conditions or other acts of nature;

● piracy and disruptive action by non-governmental actors opposed to deep-sea mineral extraction;

● organized labor disputes or work slowdowns;

● mechanical equipment failure and facility performance problems;

● the availability of financing, market demand, critical technology and equipment, and skilled labor;

● the inability of suppliers to provide key process inputs like electricity, gas, coal and processing reagents on a timely basis at the prices that have been forecast.

These occurrences could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in processing, increased production costs, asset write downs, monetary losses and legal liability, any of which could have an adverse effect on our results of operations and financial condition and adversely affect our projected development and production estimates.

In addition, our operations could be interrupted by or negatively influenced by non-governmental actors which could negatively impact our or our subsidiaries’ ability to operate in the CCZ and international markets, obtain capital, collect, transport, process or sell metals, or otherwise conduct business.

Our business is contingent on our ability to successfully identify, collect and process polymetallic nodules, and in doing so, we will need to rely on certain existing and future strategic relationships, some of which we may be unable to maintain and/or develop.

In conducting our business, we will rely on continuing existing strategic relationships as well as new relationships in a variety of disciplines, including the offshore equipment and services industries, the onshore mineral processing industry, and others involved in the mineral exploration industry.

We will also need to continue to develop new relationships with third-party contractors, as well as with certain regulatory and governmental departments.

For example, we have been working with Hatch, a global engineering, project management, and professional services firm, to develop onshore processing technology for the production of readily saleable copper and manganese products, as well as products such as high-grade nickel and cobalt sulfates for the electric vehicle battery markets.

In connection therewith, Hatch has developed a near-zero solid waste flowsheet.

We are also party to certain agreements with Allseas, pursuant to which, among other things, Allseas has agreed to design, engineer and construct an integrated offshore collection system to collect nodules from NORI Areas, and to assist with shipping efforts thereafter.

Allseas is contractually required to develop a test system to demonstrate this capability, but it is not certain that Allseas will convert, or will be able to convert such system into a full-scale commercial operation or that we will reach contractual terms with Allseas for such commercial arrangements.

If we are unable to enter into definitive agreements with Allseas for the use of its technology for the collection, transport and commercial production of polymetallic nodules, it will have a material adverse effect on our business.

There can be no assurance that we will be able to continue to maintain and develop our existing relationships, or that we will be able to form the new relationships that are required for our business to be successful.

For example, our agreement with Maersk to provide marine cruises and management services expired in January 2022, following the completion of the NORI Area D baseline campaigns.

We have solicited proposals from third parties to provide a survey vessel and specialized services required to support the implementation of the collector test monitoring survey planned for 2022.

However, there can be no assurance that we will be able to secure an agreement with a third party for a new survey vessel on acceptable terms or at all.

Additionally, one of our material agreements with a strategic partner includes performance-based metrics that will adjust depending on the success of our business and the trading activity in our shares.

We issued a warrant to purchase 11.6 million common shares to Allseas (“Allseas Warrant”), which shall vest upon certain milestones into such number of our common shares that is based on the formula described therein.

On June 1, 2022, the value of the Allseas Warrant will be determined by multiplying the total number of our common shares underlying the warrant by the price per common share (“Warrant Credit Value”).

In the event that the Warrant Credit Value is greater than $150,000,000, then on the vesting date of the Allseas Warrant, we shall receive a “credit” for the amount by which such Warrant Credit Value exceeds $150,000,000.

We will be able to exchange such credit value for future goods and services from Allseas.

However, if our common shares do not perform well, there is a chance that we will receive little or no such credit, in which case we will be required to pay more than is currently anticipated to Allseas in connection with future services that may be provided.

In addition, there can be no assurance that services will be required from Allseas to utilize any such credit.

Some of the offshore equipment that we will need to accomplish our objectives has not been manufactured and/or tested.

Our subsidiaries will need to rely on high-value equipment for the offshore collection and transport of materials.

Much of this equipment, particularly as it pertains to subsea engineering and recovery systems, has yet to have completion of engineering, and has not been constructed and fully tested, and may not be suitable or may prove unreliable, and may not be delivered to us on a timely basis, thereby delaying our contemplated timetable.

Moreover, our future needs with respect to subsea engineering and recovery systems have yet to be fully determined, and as such, the capital costs, performance, reliability, and maintenance associated with the necessary equipment is currently unknown.

There can be no guarantees that the necessary subsea engineering and recovery systems can be developed, or if developed, that such systems will be deployable in an economically viable manner.

Any equipment downtime or delayed mobilization of equipment may impact operations.

Additionally, as we launch exploration, collection, and development initiatives, our subsidiaries may need to compete for the availability of suitable vessels and equipment, even though we have a close commercial relationship with our partners, there is a risk that certain vessels and equipment will be under long-term charter and will thus not be available to them when needed, if at all.

The polymetallic nodules that we may recover will require specialized onshore processing and refining, and there is no certainty that such processes will result in a recovery of metals that is consistent with our expectations, or that we will be able to develop or otherwise access processing plants that are suitable for our purposes.

The polymetallic nodules that our subsidiaries may collect, contain several base metals in varying concentrations, which will require processing and refining in metallurgical plants.

To date, no nodules have been processed and refined into metal products commercially, and there is a risk that such processing and refining may not be economically viable and/or that the nodules will contain elements or compounds that would render them unsuitable for selected processing and refining flowsheet.

While Hatch, a global engineering, project management, and professional services firm, has helped us to develop a processing flowsheet with near-zero solid waste and is working with us on a pilot plant program, the actual percentage recovery of metals may vary significantly from that forecast, and we are in the process of conducting a pilot scale metallurgical test-work program to determine our ability to expand such program into a full operational system.

Should our offshore nodule collection plans become successful, we intend to develop onshore processing plants or partner with existing onshore processing partners.

Furthermore, our future needs with respect to such processing plants have yet to be fully determined, and as such, the capital costs, performance, reliability, and maintenance of such plants is currently uncertain.

While we believe that we have identified specific sites for the potential construction of such plants (based on factors such as proximity to deep-water ports, cost access to renewable electric power and natural gas, and proximity to customers), there is a risk that we will be unable to secure one or more of these sites on suitable terms.

In the event that we are unable to secure one or more of the sites we have identified, or if construction delays impact our ability to develop one or more of such sites, our ability to process polymetallic nodules would be detrimentally impacted.

Additionally, there can be no guarantees that such plants can be developed, or if developed, that such plants will perform in an economically viable manner or provide the projected metal recovery rates at the estimated project capital and operating costs, which could impact projections for our future revenues, cash flows, royalties, and development and operating expenditures.

We have identified potential tolling facilities to process nodules into two products, manganese silicate and copper-nickel-cobalt alloy, or matte and developed a marketing strategy to place the latter products into existing smelting and refining facilities.

There is no guarantee that these facilities will be available at the required times or that we would be able to secure them at commercially attractive rates.

Additionally, even if we are able to secure appropriate processing facilities (either through ground-up construction or tolling arrangements), there is no guarantee that we will be able to provide them with the required nodule feedstocks at the required times.

Accordingly, the timing in which we expand our operations may vary depending on geological, operational and financial developments, in addition to regulatory approvals from the ISA, among other factors, and these may impact our revenue and financial performance.

Our exploration and polymetallic nodule collecting activities may be affected by natural hazards, which could have a material adverse effect on our business.

Deep-sea mineral exploration and collection activities are inherently difficult and dangerous and may be delayed or suspended by severe weather events, sea conditions or other natural hazards, including volcanos, storms, hurricanes, tsunamis and unpredictable weather patterns.

In addition, even though sea conditions in a particular location may be somewhat predictable, the possibility exists that unexpected conditions may occur that adversely affect our operations.

Nodule collection activities may be subject to interruptions resulting from weather and related marine conditions that adversely affect our collection operations or the ports of delivery, and any such delays could have a material adverse effect on our business.

Fluctuations in transportation costs or disruptions in transportation services or damage or loss during transport could decrease our competitiveness or impair our ability to supply polymetallic nodules, processed minerals or products to our customers, which could adversely affect our results of operations.

Once our subsidiaries have been able to successfully collect the polymetallic nodules, they will be required to transport them to onshore facilities for processing.

Furthermore, once they have reached a point of commercialization, we will need to transport our products to our future customers, wherever they may be located.

Finding affordable and dependable transportation is important because it allows us to supply customers around the world.

Labor disputes, embargos, sanctions, government restrictions, work stoppages, pandemics, derailments, damage or loss events, adverse weather conditions, vessel groundings inhibiting access to key navigation routes, other environmental events, changes to rail or ocean freight systems or other events and activities beyond our control could interrupt or limit available transport services, which could result in customer dissatisfaction and loss of sales potential and could materially adversely affect our results of operations.

Actual capital costs, financing strategies, operating costs, production and economic returns may differ significantly from those we have anticipated and there can be no assurance that any future development activities will result in profitable metal production operations.

The actual operating costs of our subsidiaries to collect polymetallic nodules, transport, process and refine such nodules commercially will depend upon changes in the availability of financing or partners who undertake capital developments in partnership with us, and prices of labor, equipment and infrastructure, shipping costs, variances in ore recovery from those currently assumed, operational risks, changes in governmental regulation, including taxation, environmental, permitting and other regulations and other factors, many of which are beyond our control.

Due to any of these or other factors, our capital and operating costs may be significantly higher than those set forth in the NORI Initial Assessment and TOML Mineral Resource Statement prepared by AMC and filed as exhibits to this Annual Report on Form 10-K.

As a result of higher capital and operating costs, our financing ability may be impacted, and this may be further affected by lower commodity prices in the international markets that could impact production or economic returns which may differ significantly from those set forth in the NORI Initial Assessment and TOML Mineral Resource Statement and there can be no assurance that any of our development activities will result in profitable operations.

We have a limited operating history, and there can be no assurance that we will be able to commercially develop our resource areas or achieve profitability in the future.

We have a limited operating history, and we expect that our losses will continue until we achieve profitable commercial production.

NORI currently intends to explore and collect mineral resources in the NORI areas identified in the exploration contract executed by NORI with the ISA, and we hope to expand such operations if viable in certain other parts of the CCZ, including by TOML in the TOML areas identified in the exploration contract executed between TOML and the ISA and DGE in the Marawa areas identified in the exploration contract executed by Marawa with the ISA.

Although NORI expects to achieve early-stage commercial production for the NORI Area D on or around 2024, there can be no assurance that it will be able to commercially develop these properties or that it will be able to generate profits in the future.

Our operating expenses and capital expenditures will increase in the future as consultants and new employees are engaged, equipment associated with advancing exploration is leased or purchased, and properties are developed.

There can be no assurance that we will generate any revenues or achieve profitability, or that the assumed levels of expense associated with our exploration, development, and commercialization processes will prove to be accurate.

Work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues and materially adversely affect our results of operations.

A work stoppage by any of the third parties providing services in connection with our operations or those of our strategic partners (such as for onshore or offshore operations) could significantly disrupt our activities, reduce our future revenues and materially adversely affect our results of operations.

A shortage of skilled technicians and engineers may further increase operating costs, which could materially adversely affect our results of operations.

Efficient collection, transport and processing using modern techniques and equipment requires skilled technicians and engineers.

In addition, our optimization and eventual downstream efforts will significantly increase the number of skilled operators, maintenance technicians, engineers and other personnel required to successfully operate our business.

If we are unable to hire, train and retain the necessary number of skilled technicians, engineers and other personnel there could be an adverse impact on our labor costs and our ability to reach anticipated production levels in a timely manner, which could have a material adverse effect on our results of operations.

We depend on key personnel for the success of our business.

The loss of key personnel or the hiring of ineffective personnel could negatively impact our operations and profitability.

We depend on the services of our senior management team, our board of directors, our strategic partners and other key personnel.

The loss of the services of any member of senior management, our board of directors or a key employee, or similar personnel within our strategic partners could have an adverse effect on our business.

We and our partners may not be able to locate, attract or employ on acceptable terms qualified replacements for senior management, board of directors or other key employees if their services are no longer available.

Our growth will depend on our ability to execute on our plans and expand our operations and controls while maintaining effective cost controls.

Deep-sea exploration, nodule collection, and processing is an emerging industry, and our ability to implement our strategy requires effective planning and management control systems.

Our plans may place a significant strain on our management and on our operational, financial and personnel resources.

As such, our future growth and prospects will depend on our ability to manage this growth and to continue to expand and improve operational, financial and management information and quality control systems on a timely basis, while at the same time maintaining effective cost controls.

Any failure to expand and improve operational, financial and management information and quality control systems in line with our growth could have a material adverse effect on our business, financial condition and results of operations.

There are also risks associated with establishing and maintaining systems of internal controls.

We are dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure.

We depend upon information technology systems in the conduct of operations.

Such information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design.

Cybersecurity incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information or the corruption of data.

Various measures have been implemented to manage our risks related to information technology systems and network disruptions.

However, given the unpredictability of the timing, nature and scope of information technology disruptions, we could potentially be subject to downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our business, operating results and financial condition.

Our business is subject to a variety of risks, some of which may not be covered by our future or existing insurance policies.

In the course of the exploration, development, and production of our mineral resource properties, we may be subject to a variety of risks that could result in:

(i) damage to, or destruction of, transportation vessels and processing facilities, (ii) personal injury or death, (iii) environmental damage, (iv) delays in collecting, transporting or processing, (v) monetary losses, (vi) natural disasters, (vii) environmental matters, and (viii) legal liability, among others.

It is not always possible to fully insure against such risks, and we may determine not to insure against all such risks as a result of high premiums or for other reasons.

Should such liabilities arise, they could reduce or eliminate any future profitability and result in an increase in cost and a decline in the value of our securities.

We cannot be certain that insurance for some or all of these risks will be available on acceptable terms or conditions, if at all, and in some cases, coverage may not be acceptable or may be considered too expensive relative to the perceived risk.

We may not be able to adequately protect our intellectual property rights.

If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.

Much of the technology used in the markets in which we compete is or may become protected by patents and trade secrets, and our commercial success will depend in significant part on our ability to access, obtain and maintain patent and trade secret protection for future products and methods or those of any of our strategic partners such as Allseas or onshore processing partners.

To compete in these markets, we rely or may need to rely on a combination of trade secret protection, nondisclosure and licensing agreements, patents and trademarks to establish and protect our proprietary intellectual property rights.

Our intellectual property rights (or those of our partners) may be challenged or infringed upon by third parties, or we may be unable to maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms.

In addition, our intellectual property may be subject to infringement or other unauthorized use outside of the U.S.

In such case, our ability to protect our intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are undeveloped or do not recognize or protect intellectual property rights to the same extent as the U.S.

Unauthorized use of our intellectual property rights (or those of our partners) or our inability (or the inability of our partners) to preserve our existing intellectual property rights (or those of our partners) could adversely impact our competitive position and results of operations.

The loss of our patents could reduce the value of the related products.

In addition, the cost to litigate infringements of our patents, or the cost to defend ourselves against patent infringement actions by others, could be substantial and, if incurred, could materially affect our business and financial condition.

Proprietary trade secrets and unpatented know-how may become important to our business.

We will likely rely on trade secrets to protect certain aspects of our business systems and designs, especially where we do not believe that patent protection is appropriate or obtainable.

However, trade secrets are difficult to protect.

Our employees, consultants, contractors, outside scientific collaborators and other advisors may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential or proprietary information.

Enforcing a claim that a third-party illegally obtained and is using our trade secrets is expensive and time consuming, and the outcome is unpredictable.

Moreover, our competitors may independently develop equivalent knowledge, methods and know-how.

Failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We or our partners may not be able to obtain necessary patents and the legal protection afforded by any patents may not adequately protect our or our partners’ rights or permit us to gain or keep any competitive advantage.

Our ability (or that of our partners) to obtain necessary patents is uncertain, and the legal protection to be afforded by any patents we (or they) may be issued in the future may not adequately protect our (or their) rights or permit us (or them) to gain or keep any competitive advantage necessary for our operations or our partnerships.

In addition, the specific content required of patents and patent applications that are necessary to support and interpret patent claims is highly uncertain due to the complex nature of the relevant legal, scientific and factual issues.

Changes in either patent laws or interpretations of patent laws in the U.S.

or elsewhere may diminish the value of our intellectual property or narrow the scope of our patent protection.

Even if patents are issued regarding our products and processes, our competitors may challenge the validity of those patents.

Patents also will not protect our products and processes if competitors devise ways of making products without infringing our patents.

If we infringe, or are accused of infringing, on the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products.

There is a risk that we (or our partners) may infringe, or may be accused of infringing, the proprietary rights of third parties under patents and pending patent applications belonging to third parties that may exist in the U.S.

and elsewhere in the world that relate to our products and processes (or those of our strategic partners).

Because the patent application process can take several years to complete, there may be currently pending applications that may later result in issued patents that cover our products and processes.

In addition, our products and processes may infringe existing patents.

Defending ourselves against third-party claims, including litigation in particular, would be costly and time consuming and would divert management’s attention from our business, which could lead to delays in our exploration, collecting, processing, and commercialization efforts.

If third parties are successful in their claims, we might have to pay substantial damages or take other actions that are adverse to our business.

As a result of intellectual property infringement claims, or to avoid potential claims, we might:

● be prohibited from, or delayed in, selling or licensing some of our products or using some of our processes unless the patent holder licenses the patent to us, which it is not required to do;

● be required to pay substantial royalties or grant a cross license to our patents to another patent holder;

● be required to redesign a product or process so it does not infringe a third-party’s patent, which may not be possible or could require substantial funds and time.

In addition, we could be subject to claims that our employees, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of third parties.

If we are unable to resolve claims that may be brought against us by third parties related to their intellectual property rights on terms acceptable to us, we may be precluded from offering some of our products or using some of our processes.

In addition, we have not obtained definitive global trademark protection for the name “The Metals Company” and we may not be able to secure such protection over time.

If we are unable to secure such protection, we may need to rebrand or otherwise modify our name, which could result in costs, delays and loss of market recognition.

The COVID-19 pandemic could have an adverse effect on our business.

The current COVID-19 pandemic has materially impacted the global economy and commodity and financial markets.

The full extent and impact of the COVID-19 pandemic is unknown and to date has included, among other things, extreme volatility in financial markets, a slowdown in economic activity, volatility in commodity prices, strained supply chains, and an increased possibility of a global recession.

The response to COVID-19 has led to significant restrictions on travel, temporary business closures, quarantines, global stock market volatility and a general reduction in consumer activity and sentiment, globally.

The outbreak has affected our business and operations and may continue to do so by, among others, increasing the cost of operations and reducing employee productivity, limiting travel of our personnel, adversely affecting the health and welfare of our personnel, or preventing or delaying important third-party service providers from performing normal and contracted activities crucial to the operation of our business.

The outbreak has resulted in significant governmental measures being implemented to control the spread of the virus, including, among others, restrictions on manufacturing and the movement of employees in many regions of the U.S.

and other countries.

These disruptions could continue to impact the market for minerals, which in turn could impact our business or business prospects.

Decisions beyond our control, such as canceled events, restricted travel, barriers to entry, temporary closures or limited availability of county, state or federal government agencies, or other factors, may affect our ability to perform collecting operations, corporate activities, and other actions that would normally be accomplished without such limitations.

For instance, the final exploitation regulations were expected to be adopted by the ISA during 2020 but were delayed due to COVID-19.

The extent to which the COVID-19 outbreak will further impact our operations, our business and the economy is highly uncertain.

We cannot predict the impact of the COVID-19 pandemic, but it may materially and adversely affect our business, financial condition and results of operations.

Public Company Risks and Risks Related to our Securities

We may issue additional common shares or other equity securities without shareholder approval, which would dilute your ownership interests and may depress the market price of our common shares.

As at December 31, 2021, we had 225,432,493 common shares and 24,500,000 warrants to acquire common shares issued and outstanding.

In addition, the Allseas Warrant is exercisable for up to 11,600,000 common shares subject to the terms and conditions thereof.

Subject to the requirements of the Business Corporations Act (British Columbia) (“BCBCA”), our Articles authorize us to issue common shares and rights relating to our common shares for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise.

In addition, 25,669,681common shares are reserved for issuance under the TMC Incentive Equity Plan, including 987,295 shares added to the plan in January 2022 pursuant to the plan’s evergreen provision, subject to adjustment in certain events.

In addition, up to 136,239,964 common shares, subject to adjustment in certain events, may be issued to the holders of special shares and holders of options underlying special shares upon conversion of special shares if certain common share price thresholds are met (“Special Shares”).

Any common shares issued, including in connection with the exercise of warrants, upon conversion of the Special Shares or under the TMC Incentive Equity Plan, or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by you.

Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects:

● our existing shareholders’ proportionate ownership interest in the Company will decrease;

● the amount of cash available per share, including for payment of dividends in the future, may decrease;

● the relative voting strength of each previously outstanding common share may be diminished;

● the market price of our common shares may decline.

Our outstanding warrants have become exercisable for our common shares beginning on October 9, 2021, which if exercised, will increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

We have 15,000,000 outstanding Public Warrants to purchase 15,000,000 common shares at an exercise price of $11.50 per share, which warrants became exercisable beginning on October 9, 2021.

In addition, there are 9,500,000 Private Warrants outstanding exercisable for 9,500,000 shares of our common shares at an exercise price of $11.50 per share.

In certain circumstances, the Public Warrants and Private Warrants may be exercised on a cashless basis.

To the extent such warrants are exercised, additional shares of our common shares will be issued, which will result in dilution to the holders of our common shares and increase the number of shares eligible for resale in the public market.

Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common shares, the impact of which is increased as the value of our stock price increases.

We have identified material weaknesses in our internal control over financial reporting.

In connection with the preparation of DeepGreen’s financial statement for the years ended December 31, 2020 and 2019 and three months ended March 31, 2021 that were included in the proxy statement/prospectus filed with the SEC on August 13, 2021, as well as the financial statements for the six months ended June 30, 2021 that were included in the Current Report on Form 8-K, as amended, filed with the SEC on September 15, 2021, we identified a material weakness in our internal control over financial reporting as of December 31, 2020, March 31, 2021 and June 30, 2021 which related to deficiencies in the design and operation of the financial statement close and reporting controls, including maintaining sufficient written policies and procedures and the need to use appropriate technical expertise when accounting for complex or non-routine transactions.

In the process of preparing the Company’s third quarter 2021 financial statements, management discovered misstatements related to the understatement of exploration expense and overstatement of stock option expenses related to the three-month period ended March 31, 2021 and six-month period ended June 30, 2021.

For further detail regarding the restatement, see Part II, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Restatement of Previously Issued Quarterly Financial Statements” and Part II, Item 4 “Controls and Procedures” included in the Quarterly Report on Form 10-Q filed on November 15, 2021.

These misstatements resulted in the Company having to restate its unaudited condensed consolidated financial statements for the three months ended March 31, 2021 and six months ended June 30, 2021.

Our management has concluded that this material weakness was due to the fact that, prior to the Business Combination, we were a private company with limited resources.

We have taken the following remediation measures to date:

● appointed a Chief Financial Officer and Chief Accounting Officer to oversee the finance and accounting function;

● hired individuals for the core accounting function with the requisite education, designation, and technical accounting and public company experience;

● until we have the full complement of accounting staff in place, we are utilizing experienced and competent contract accountants to supplement our internal accounting team;

● developed a plan to bring our finance and accounting function in-house and are nearing completion of the transition from our outsourced accounting service provider;

● evaluated the accounting impacts of all new contracts and arrangements through a detailed analysis against accounting standards and technical interpretations;

● performed a thorough analysis of key issues to be addressed, have prioritized these issues and we are now in the process of addressing these issues;

● began a project to design and implement robust controls over all our key processes and address all key company risks;

● started adding formality and rigor to our financial reporting process by continuously developing structured roles, policies, processes, procedures and controls.

In response to the material weaknesses, we have expended, and will continue to expend, a substantial amount of effort and resources to improve the internal controls environment, particularly those over financial reporting.

Our remediation plan can only be accomplished over time and will be continually reviewed to determine that it is achieving its objectives.

The material weaknesses will not be considered remediated until sufficient time has elapsed to provide sufficient sample evidence that the newly designed and implemented controls are operating effectively.

This is no assurance that these initiatives will ultimately have the intended effects.

Although much progress has been achieved with the implementation of the above remediation measures, the material weaknesses were not fully remediated as of December 31, 2021.

If the material weaknesses are not remediated in a timely manner, this could result in material misstatements to our annual or interim financial statements that would not be prevented or detected on a timely basis, or in the delayed filing of required periodic reports.

If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our securities could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

We have restated our financial statements as of and for the three-month period ended March 31, 2021, and as of and for the six-month period ended June 30, 2021 in the unaudited condensed financial statements included in our Quarterly Report on Form 10-Q filed on November 15, 2021 as a result of deficiencies in the design and operation of the financial statement close and reporting controls, including maintaining sufficient written policies and procedures and the need to use appropriate technical expertise when accounting for complex or non-routine transactions.

As a result of the material weaknesses, the restatements, the change in accounting for the warrants, the adjustments relating to the accrual of exploration expenses and stock option accounting, and other matters raised or that may in the future be raised by the SEC, we may be subject to potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements.

We can provide no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.

We are involved in litigation that may adversely affect us, and may not be successful in our litigation related to non-performing Private Investment in Public Equity (“PIPE”) investors.

Due to the nature of our business, we may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of our business.

The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal.

We can provide no assurances that these matters will not have a material adverse effect on our business.

Following periods of volatility in the market, securities class-action litigation has often been instituted against companies.

On October 28, 2021, a shareholder filed a putative class action against us and certain executives alleging that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and certain defendants violated Section 20(a) of the Exchange Act by making false and/or misleading statements and/or failing to disclose information about our operations and prospects during the period from March 4, 2021 and October 5, 2021.

See Part I, Item 3 “Legal Proceedings” of this Annual Report on Form 10-K for additional information about this lawsuit.

Although we deny any allegations of wrongdoing and intend to vigorously defend against this lawsuit, there is no assurance that we or the other defendants will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.

A resolution of this lawsuit adverse to us or the other defendants, however, could have a material effect on our financial position and results of operations in the period in which the lawsuit is resolved.

Additionally, this and other litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.

We expected to receive approximately $330 million of proceeds in the private placement that closed on September 9, 2021 in connection with the closing of the Business Combination (the “PIPE Financing”) but only received $110.3 million (net of transactions costs) due to two investors that failed to fulfill their funding obligations under their subscription agreements with us with respect to the PIPE Financing.

We have initiated litigation against the two non-performing investors in order to enforce the funding obligations.

There can be no assurances, however, that we will be successful in our efforts against these investors.

There can be no assurance that the Public Warrants and Private Warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding Public Warrants and Private Warrants is $11.50 per common share.

There can be no assurance that such warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, such warrants may expire worthless.

There are currently outstanding an aggregate of 24,500,000 warrants to acquire our common shares (not including the Allseas Warrant), which comprise 9,500,000 Private Warrants initially issued in connection with SOAC’s initial public offering, which were transferred to permitted transferees of the initial holders thereof, and 15,000,000 Public Warrants.

Each of our outstanding whole warrants is exercisable commencing on October 9, 2021, for one common share in accordance with its terms.

Therefore, as of December 31, 2021, if we assume that each outstanding whole warrant is exercised and one common share is issued as a result of such exercise, with payment of the exercise price of $11.50 per share, our fully-diluted share capital would increase by a total of 24,500,000 shares, with approximately $281.8 million paid to us to exercise the warrants.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier,

including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June

30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.

predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors

find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may

be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of

our securities may be more volatile.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt

out of such extended transition period which means that when a standard is issued or revised and it has different application

dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private

companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company

which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in 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 statements.

remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary

shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did

not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did

not exceed $700 million as of the prior June 30.

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.

Section 404 of the Sarbanes-Oxley Act

requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for

the year ending December 31, 2021.

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

and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting

firm attestation requirement on our internal control over financial reporting.

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

federal courts may be limited.

We are an exempted company

incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process

within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against

our directors or officers.

Our corporate affairs will

be governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman

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.

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action

in a Federal court of the United States.

We have been advised by our

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

of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States

or any state;

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

civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed

by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands

of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment

of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent

foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain

conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and

for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in

respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which

is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be

held to be contrary to public policy).

A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being

brought elsewhere.

As a result of all of the above,

public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members

of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

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, the ability of the board of directors

to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial

business combination only holders of our Class B ordinary shares, which have been issued to our Sponsor, are entitled to vote

on the election 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.

Cyber incidents or attacks directed at us

could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies,

including information systems, infrastructure and cloud applications and services, including those of third parties with which

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.

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;

● 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

● regulations related

to customs and import/export matters;

● local or regional

economic policies and market conditions;

● unexpected changes

in regulatory requirements;

● challenges in managing

and staffing international operations;

● longer payment

● 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

● employment regulations;

● underdeveloped

or unpredictable legal or regulatory systems;

● corruption;

● protection of intellectual

● social unrest,

crime, strikes, riots and civil disturbances;

● regime changes

and political upheaval;

● terrorist attacks

● deterioration of

political relations with the United States.

We may not be able to adequately

address these additional risks.

If we were unable to do so, we may be unable to complete such initial business combination, or,

if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business,

financial condition and results of operations.

If our management following our initial business

combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with

such laws, which could lead to various regulatory issues.

Following our initial business

combination, our management may resign from their positions as officers or directors of the company and the management of the

target business at the time of the business combination will remain in place.

Management of the target business may not be familiar

with United States securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend

time and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various

regulatory issues which may adversely affect our operations.

After our initial business combination, substantially

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

in such country.

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

political and legal policies, developments and conditions in the country in which we operate.

The economic, political and

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

Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained

in the future.

If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there

may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries could materially

and adversely affect our ability to find an attractive target business with which to consummate our initial business combination

and if we effect our initial business combination, the ability of that target business to become profitable.

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.

target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and

distributions, if any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies

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

in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or,

following consummation of our initial business combination, our financial condition and results of operations.

Additionally, if

a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of

a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

We may reincorporate in another jurisdiction

in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material

agreements and we may not be able to enforce our legal rights.

In connection with our initial

business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

The system of

laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in

the United States.

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant

loss of business, business opportunities or capital.

We are subject to changing law and regulations

regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and

regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with

the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory

measures under applicable 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.

Moreover, because these laws,

regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance

becomes available.

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

by ongoing revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations and any

subsequent changes, we may be subject to penalty and our business may be harmed.

We 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 common shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the last day of such fiscal year.

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act 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 election to opt out is irrevocable.

We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of our financial statements with another public company that is not an emerging growth company or is an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common shares held by non-affiliates is greater than or equal to $250 million as of the end of that fiscal year’s second fiscal quarter, and (ii) our annual revenues are greater than or equal to $100 million during the last completed fiscal year and the market value of our common shares held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter.

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Our business is capital intensive, and we may be required to raise additional funds in the future in order to accomplish our objectives.

The continuing exploration and development of the NORI, TOML and Marawa contract areas may depend upon our ability to obtain dilutive and/or non-dilutive financing through debt financing, equity financing, joint ventures, or other means.

Additionally, the actual amount of capital raised for our projects may vary materially from our current estimates, which could require that we raise additional funds.

There is no assurance that we will be successful in obtaining the required financing for these or other purposes, including for general working capital, or that any funds raised will be sufficient for the purposes contemplated.

We will not initially have any producing properties and will have no source of significant operating cash flow until 2024 at the earliest.

There is no precedent for projects like ours, and therefore, debt financing may not be available in commercially available terms, or at all.

Failure to obtain additional financing on a timely basis could cause us to reduce or terminate our operations.

There can be no certainty that capital will be available to us on acceptable terms.

If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those they possess prior to such issuances.

Any debt financing secured in the future could involve restrictive covenants relating to 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, including potential acquisitions.

We may incur debt in the future, and our ability to satisfy our obligations thereunder remains subject to a variety of factors, many of which are not within our control.

We may seek to incur debt in the future in order to fund our exploration and operational programs, which would reduce our financial flexibility and could have a material adverse effect on our business, financial condition or results of operation.

Should we incur debt, our ability to satisfy any resulting debt obligations and to reduce our level of indebtedness will depend on future performance.

General economic conditions, mineral prices, and financial, business and other factors will have an impact on our operations and future performance, and many of these factors are beyond our control.

As such, we cannot assure investors that we will be able to generate sufficient cash flow to pay the interest on any debt, or that future working capital, borrowings, or equity financing will be available to pay or refinance such debt or meet future debt covenants.

Factors that will affect our ability to raise cash through an offering of securities or a refinancing of any debt include financial market conditions, the value of our assets, and our performance at the time we are seeking to raise capital.

We cannot assure investors that we will have sufficient funds to make such payments.

If we do not have sufficient funds and are otherwise unable to negotiate renewals of our current borrowings or to arrange for new financing, we might be required to take measures to generate liquidity, such as selling some or all of our assets.

Any such sales could have a material adverse effect on our business, operations and financial results.

Moreover, failure to obtain additional financing, if required, on a timely basis, could cause us to reduce or delay our proposed operations.

We may need to raise additional capital in order to complete our programs and commence commercial operations and there is no assurance that we will be able to obtain adequate financing in the future or that such financing will be available to us on advantageous terms.

An active trading market for our common shares and warrants may not be sustained, which would adversely affect the liquidity and price of our securities.

An active trading market for our securities may not be sustained.

In addition, the price of our securities could fluctuate significantly for various reasons, many of which are outside our control, such as our stock performance, large purchases or sales of our common shares, legislative changes and general economic, political or regulatory conditions.

The release of our financial results may also cause our share price to vary.

The continued existence of an active trading market for our securities will depend to a significant extent on our ability to continue to meet Nasdaq’s listing requirements, which we may be unable to accomplish.

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

On September 10, 2021, our common shares and Public Warrants began trading on Nasdaq under the symbols “TMC” and “TMCWW,” respectively.

If in the future Nasdaq delists our common shares from trading on its exchange for failure to meet the listing standards, we and our securityholders could face significant material adverse consequences including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our common shares are “penny stock” which will require brokers trading in our common 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 market price of our securities may be volatile, which could cause the value of your investment to decline.

The market price of our securities may be highly volatile and could be subject to wide fluctuations.

In addition, the trading volume in our common shares and Public Warrants may fluctuate and cause significant price variations to occur.

Securities markets worldwide experience significant price and volume fluctuations.

This market volatility, as well as general economic, market and political conditions (including as a result of the COVID-19 pandemic), could reduce the market price of our securities in spite of our operating performance.

If we are unable to operate as profitably as investors expect, the market price of our common shares will likely decline when it becomes apparent that the market expectations may not be realized.

In addition, our results of operations could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly or annual results of operations, operating results of other companies in the same industry, additions or departures of key management personnel, changes in our earnings estimates (if provided) or failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities it may issue in the future, changes in market valuations of similar companies or speculation in the press or the investment community with respect to us or our industry, negative media coverage, adverse announcements by us or others and developments affecting us, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, actions by institutional shareholders, the possible effects of war, terrorism and other hostilities, adverse weather conditions, changes in general conditions in the economy or the financial markets or other developments affecting the industry in which we operate, and increases in market interest rates that may lead investors in our common shares to demand a higher yield, and in response the market price of our common shares could decrease significantly.

These broad market and industry factors may decrease the market price of our common shares, regardless of our actual operating performance.

The stock market in general has, from time to time, experienced extreme price and volume fluctuations.

In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies.

Such litigation, if instituted against us, could result in substantial costs, a material negative impact on our liquidity and a diversion of our management’s attention and resources.

There may be sales of a substantial amount of our common shares after the Business Combination by former SOAC shareholders and/or former legacy DeepGreen shareholders, and these sales could cause the price of our securities to fall.

As at December 31, 2021, we had 225,432,493 common shares and 24,500,000 Warrants to acquire common shares issued and outstanding.

In addition, the Allseas Warrant is exercisable for up to 11,600,000 Common Shares subject to the terms and conditions thereof.

All of our public shares are freely transferable (subject to any contractual lock-up agreements), except for common shares issued in connection with the PIPE and any shares held by our and legacy DeepGreen’s “affiliates,” as that term is defined in Rule 144 under the Securities Act.

Our common shares issued to Sustainable Opportunities Holdings LLC (“Sponsor”) now held by its permitted transferees and the independent directors of SOAC in exchange for their founder shares are subject to certain contractual lock-up agreements.

In addition, the initial 180-day lock-up period following the close of the Business Combination recently expired allowing additional shares to become eligible to be sold in the public market.

Further, up to 77,277,244 common shares may be issued to the holders upon conversion of the Special Shares if certain price thresholds are met and such common shares could be sold in the public market.

Sales of substantial amounts of our common shares in the public market, or the perception that such sales will occur, could adversely affect the market price of our common shares.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our common shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met.

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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 on such terms so long as they are held by permitted transferees.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.

Securities research analysts may establish and publish their own periodic projections for us.

These projections may vary widely and may not accurately predict the results we actually achieve.

Our common share price may decline if our actual results do not match the projections of these securities research analysts.

Similarly, if one or more of the analysts who write reports on us downgrades our shares or publishes inaccurate or unfavorable research about our business, our share price could decline.

If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline.

While we expect research analyst coverage, if no analysts commence coverage of us, the market price and volume for our common shares could be adversely affected.

As we are not a reporting issuer in Canada, our common shares and Special Shares may be subject to restrictions on resale in Canada.

Our common shares and Special Shares were distributed pursuant to an exemption from the prospectus requirements in Canada.

As we are not a reporting issuer in Canada and we do not intend to become a reporting issuer in Canada in the future, any distributions of ours will be a distribution that is subject to the prospectus requirements in Canada unless an exemption therefrom is available.

An exemption from the prospectus requirements would be available to holders of shares of a class (and any underlying shares of such class) in respect of a trade if residents of Canada (the “Canadian Owners”) own, directly or indirectly, not more than 10% of the outstanding shares of such class or any underlying shares of such class, and represent in number not more than 10% of the total number of owners, directly or indirectly, of shares of the applicable class or underlying shares, on any distribution date (collectively, the “Ownership Cap”) and the trade is made through an exchange or market outside of Canada or to a person or company outside of Canada.

There can be no assurance that any future securities offerings held by Canadian Owners will be freely transferable by the Canadian Owners.

We are exposed to risks in our international operations, which could adversely affect our business.

We are exposed to foreign currency risk in connection with the business we conduct in foreign currencies to the extent that the exchange rates of the foreign currencies are subject to adverse change over time.

It has not been our practice to enter into foreign exchange contracts to protect against adverse foreign currency fluctuations, and we cannot predict whether exchange rate fluctuations will significantly harm our operations or financial results in the future.

In addition to adverse fluctuations in foreign currency exchange rates, we are exposed to further risks inherent in doing business abroad, including limitations on asset transfers, changes in foreign regulations and political turmoil, all of which could adversely affect us.

We may be classified as a passive foreign investment company, or PFIC, in any taxable year, which could result in adverse U.S.

federal income tax consequences to U.S.

The rules governing PFICs can have adverse effects for U.S.

federal income tax purposes.

The tests for determining PFIC status for a taxable year depend upon the relative values of certain categories of assets and the relative amounts of certain kinds of income.

The determination of whether we are a PFIC depends on the particular facts and circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and may also be affected by the application of the PFIC rules, which are subject to differing interpretations.

Based on our initial assessment, we do not believe that we were classified as a PFIC for U.S.

federal income tax purposes for the taxable year ending December 31, 2021.

However, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you the U.S.

Internal Revenue Service will not take a contrary position.

Furthermore, this is a factual determination that must be made annually after the close of each taxable year.

If we are a PFIC for any taxable year during which a U.S.

holder holds our common shares or Public Warrants, certain adverse U.S.

federal income tax consequences could apply to such U.S.

holder and such holders may be subject to additional reporting requirements.

Federal Income Tax Considerations — Tax Consequences of Ownership and Disposition of Public Shares and Public Warrants — Passive Foreign Investment Company Rules ” included in our registration statement on Form S-1 filed with the SEC on October 7, 2021 for a more detailed discussion with respect to our PFIC status and the application of the PFIC rules.

Holders of our common shares and Public Warrants are urged to consult their tax advisors regarding the application of the PFIC rules to them.

Canadian law and our Notice and Articles contain certain provisions, including anti-takeover provisions that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.

Provisions in our Notice of Articles and Articles, as well as certain provisions under the BCBCA and applicable Canadian laws, may discourage, delay or prevent a merger, acquisition or other change in control of TMC that shareholders may consider favorable, including transactions in which they might otherwise receive a premium for their common shares.

For instance, our Notice of Articles and Articles contain provisions that establish certain advance notice procedures for nomination of candidates for election as directors at shareholders’ meetings.

Limitations on the ability to acquire and hold common shares may also be imposed by the Competition Act (Canada).

This legislation permits the Commissioner of Competition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in TMC.

Moreover, a non-Canadian must file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a “Canadian business” within the meaning of the Investment Canada Act , where prescribed financial thresholds are exceeded.

Further, changes to critical minerals policies and regulations in Canada and the U.S.

and elsewhere may impact our ability to conduct our businesses internationally, including processing and sales of minerals and metals, and the ability to negotiate or agree any merger, acquisition or change of control.

Our Notice of Articles and Articles will provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in the Province of British Columbia, Canada, and will contain an exclusive federal forum provision for certain claims under the Securities Act, which could limit your ability to obtain a favorable judicial forum for disputes with us.

Our Notice of Articles and Articles include a forum selection provision that provides that, unless we consent in writing to the selection of an alternative forum, the Supreme Court of British Columbia, Canada and the appellate courts therefrom, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf;

(ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us;

(iii) any action or proceeding asserting a claim arising pursuant to any provision of the BCBCA or TMC Notice of Articles and Articles (as either may be amended from time to time);

or (iv) any action or proceeding asserting a claim otherwise related to the relationships among us, our affiliates and their respective shareholders, directors and/or officers, but excluding claims related to our business or of such affiliates.

The forum selection provision also provides that our securityholders are deemed to have consented to personal jurisdiction in the Province of British Columbia and to service of process on their counsel in any foreign action initiated in violation of the foregoing provisions.

The forum selection provision may impose additional litigation costs on securityholders in pursuing any such claims.

This provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or the Exchange Act, or the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claim brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder and our Notice and Articles will provide that the federal district courts of the U.S.

will, to the fullest extent permitted by law, be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”).

Application of the Federal Forum Provision means that suits brought by our securityholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in any state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Accordingly, actions by our shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Our shareholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to the aforementioned forum selection provisions, including the Federal Forum Provision.

Additionally, our securityholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

These provisions may limit our securityholders’ ability to bring a claim in a judicial forum they find favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.

Alternatively, if a court were to find the choice of forum provision contained in our Notice and Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our Notice and Articles will permit us to issue an unlimited number of common shares and preferred shares without seeking approval of the holders of our common shares.

Our Notice of Articles and Articles will permit us to issue an unlimited number of common shares.

Subject to the requirements of the BCBCA and applicable securities exchange, we will not be required to obtain the approval of shareholders for the issuance of additional common shares.

Any further issuances of common shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings.

The TMC Notice of Articles and Articles will also permit us to issue an unlimited number of preferred shares, issuable in series and, subject to the requirements of the BCBCA, having such designations, rights, privileges, restrictions and conditions, including dividend and voting rights, as our board of directors may determine, and which may be superior to those of the common shares.

The issuance of preferred shares could, among other things, have the effect of delaying, deferring or preventing a change in control and might adversely affect the market price of the common shares.

Subject to the provisions of the BCBCA and the Nasdaq, we will not be required to obtain the approval of the holders of common shares for the issuance of preferred shares or to determine the maximum number of shares of each series of preferred shares, create an identifying name for each series and attach such special rights or restrictions as our board of directors may determine.

As a company incorporated in British Columbia with some of our directors and officers residing outside of the U.S., it may be difficult for investors in the U.S.

to enforce civil liabilities against us based solely upon the federal securities laws of the U.S.

We are incorporated under the laws of British Columbia with our registered office located in British Columbia, Canada.

Many of our directors and officers reside outside of the U.S.

and all or a substantial portion of our assets and those of such persons are located outside the U.S.

Consequently, it may be difficult for U.S.

investors to effect service of process within the U.S.

upon us or our directors or officers who are not residents of the U.S., or to realize in the U.S.

upon judgments of courts of the U.S.

predicated upon civil liabilities under the Securities Act.

Investors should not assume that Canadian courts:

(i) would enforce judgments of U.S.

courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S.

federal securities laws or the securities or blue-sky laws of any state within the U.S.

or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S.

federal securities laws or any such state securities or blue-sky laws.

UNRESOLVED STAFF COMMENTS

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