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Item 1A. Risk Factors

2025-03-31 compared with 2024-04-02 · 1296 added, 2244 removed, 3 unchanged (100% of the section changed)

Risk Factors.

investment in our securities involves a high degree of risk.

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

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

If any of the following

events occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading

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

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

public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,

holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though

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

may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder

approval under applicable law or stock exchange listing requirements.

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

approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us,

solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the

transaction would otherwise require us to seek shareholder approval.

Even if we seek shareholder approval, the holders of our founder

shares will participate in the vote on such approval.

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

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

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

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

of December 31, 2023, our initial shareholders owned 6,250,000 founder shares, which represented 20% of our issued and outstanding ordinary

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

business combination.

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

an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman

Islands law, which requires the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares present

in person or represented by proxy and entitled to vote on such matter at a general meeting of the Company.

As a result, in addition to

our initial shareholders’ founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 Public Shares sold in the IPO to

be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding

shares are voted and the parties to the Letter Agreement do not acquire any Class A ordinary shares.

Assuming that only the holders

of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and

articles of association, vote their ordinary shares at a general meeting of the Company, we will not need any Public Shares in addition

to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination.

if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law,

the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of

the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter

at a general meeting of the Company.

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

by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that

an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination.

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

right to redeem your shares from us for cash.

the time of your investment in us, you were not 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 effect your investment decision regarding our initial business combination may be limited to exercising your redemption

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

public shareholders in which we describe our initial business combination.

The amount of the deferred underwriting commissions payable

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

share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting

commission and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to

pay the deferred underwriting commissions.

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.

may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to

be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention

of cash to satisfy other conditions.

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.

Consequently, if accepting all properly

submitted redemption requests would not allow us 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.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred

underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and

may substantially dilute your investment in us.

the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption

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

for redemption.

If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the

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

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

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

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

Account or arrange for third party financing.

Raising additional third party financing may involve dilutive equity issuances or the incurrence

of indebtedness at higher than desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution provision

of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon

conversion of the Class B ordinary shares at the time of our initial business combination.

In addition, the amount of the deferred

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

business combination.

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

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

obligation to pay the entire deferred underwriting compensation.

The above considerations may limit our ability to complete the most

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

As a result, our obligations to redeem Public Shares

for which redemption is requested and to pay the deferred underwriting commissions may not allow us to complete the most desirable business

combination or optimize our capital structure.

addition, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher

than desirable levels.

Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B

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

B ordinary shares at the time of our business combination.

The above considerations may limit our ability to complete the most desirable

business combination available to us or optimize our capital structure and may result in substantial dilution from your purchase of our

Class A ordinary shares.

The effect of this dilution will be greater for shareholders who do not redeem.

The amount of the deferred underwriting

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

combination, which may further dilute your investment.

The per-share amount we will distribute to stockholders who properly exercise

their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the per-share value

of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting compensation.

be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact

of these and other factors, and, accordingly, you may incur a net loss on your investment.

Please see “— Risks Relating

to Our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to

the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make

a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination

causes the trading price of our ordinary shares to materially decline .”

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability

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

our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or

requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful

is increased.

If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the Trust

Account until we liquidate the Trust Account.

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

however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account.

situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of

redemption rights until we liquidate or you are able to sell your shares in the open market.

requirement that we complete our initial business combination within the completion window may give potential target businesses leverage

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

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

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

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

our initial business combination within the completion window.

Consequently, such target business may obtain leverage over us in negotiating

a business combination, knowing that if we do not complete our initial business combination with that particular target business, we

may be unable to complete our initial business combination with any target business.

This risk will increase as we get closer to the

timeframe described above.

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

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

The length of time it may take us to complete our diligence

and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination

should such diligence or negotiations not lead to a consummated initial business combination.

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

include acting as M&A advisor in connection with an initial business combination or as placement agent in connection with a related

financing transaction.

Our underwriters are entitled to receive deferred underwriting commissions that will be released from the Trust

Account only upon a completion of an initial business combination.

These financial incentives may cause them to have potential conflicts

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

of an initial business combination.

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

for example, identifying potential targets, providing M&A advisory services, acting as a placement agent in a private offering or

arranging debt financing transactions.

We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that

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

No agreement was entered into with any of the underwriters or

their respective affiliates and no fees or other compensation for such services was paid to any of the underwriters or their respective

affiliates prior to the date that was 60 days from the date of the IPO.

underwriters are also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business

The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business

combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential

conflicts of interest in connection with the sourcing and consummation of an initial business combination.

The underwriters are under

no obligation to provide any further services to us in order to receive all or any part of the deferred underwriting commissions.

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

adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19)

and volatility in the debt and equity markets.

ability to find a potential target business and the business of any potential business with which we may consummate a business combination

could be materially and adversely affected by events that are outside of our control.

For example, geopolitical unrest (such as the ongoing

military conflict between Russia and Ukraine and the military conflict in Israel and Gaza), including war, terrorist activity and acts

of civil or international hostility are increasing.

In particular, although the length, impact and outcome of the ongoing military conflict

in Ukraine and the recent armed conflict between Israel and Hamas is highly unpredictable, these conflicts could lead to significant

market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial

markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase

in cyberattacks and espionage.

other events outside of our control, including natural disasters, climate-related events pandemic or health crises (such as the COVID-19

pandemic) may arise from time to time, any such events may cause significant volatility and declines in the global markets, disproportionate

impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chain), loss of

life and property damage, and may adversely affect the global economy or capital markets, and the business of any potential target business

with which we may consummate a business combination and could 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 these and other events, including

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

may not be able to complete our initial business combination within the completion window, in which case we would redeem our Public Shares.

may not be able to find a suitable target business and complete our initial business combination within the completion window.

An increasing

number of special purpose acquisition companies (“ SPACs ”) have liquidated beginning in the second half of 2022 due

to an inability to complete an initial business combination within their allotted time periods.

Furthermore, 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, including the impact of events such as the war between Russia and the Ukraine and the military

conflict in Israel and Gaza.

If we are unable to complete our initial business combination within the completion window and we do not

further extend such date, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the

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

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

divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares

and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other

distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other

requirements of applicable law.

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

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

of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman

In either such case, our public shareholders may receive only $10.36 per Public Share, which is estimated as of December

31, 2023, or less than $10.36 per Public Share, on the redemption of their shares, and our warrants will expire worthless.

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 $10.05 per Public Share ” and other risk factors herein.

may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our Public Shares,

and the warrants may be worthless.

have until the end of the completion window to consummate our initial business combination.

If we anticipate that we may be unable to

consummate our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum

and articles of association to extend the date by which we must consummate our initial business combination.

However, we may decide not

to seek to extend the date by which we must consummate our initial business combination.

If we do not seek to extend the date by which

we must consummate our initial business combination, and we are unable to consummate our initial business combination within the applicable

time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for

a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims

of creditors and the requirements of other applicable law.

In such event, the warrants may be worthless.

we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and

their affiliates may elect to purchase shares or Public Warrants from public shareholders, which may influence a vote on a proposed business

combination and reduce the public “float” of our Class A ordinary shares or Public Warrants.

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

combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates

may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following

the completion of our initial business combination, although they are under no obligation or duty to do so.

Any such price per share

may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our

initial business combination.

Such a purchase may include a contractual acknowledgment that such shareholder, although still the record

holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

that our Sponsor, initial shareholders, directors, officers, advisors and 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.

It is intended that, if Rule 10b-18 would apply to purchases by Sponsor,

initial shareholders, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under

the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including

with respect to timing, pricing and volume of purchases.

Additionally,

at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material

nonpublic information), our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions

with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial

business combination or not redeem their Public Shares.

However, they have no current commitments, plans or intentions to engage in such

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

None of the funds in the Trust Account will be

used to purchase Public Shares or Public Warrants in such transactions.

purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination,

(2) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the

Public Warrant holders for approval in connection with our initial business combination or (3) 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.

Any such purchases of our securities may result in the

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

addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders

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

on a national securities exchange.

Sponsor, initial shareholders, directors, officers, advisors and their affiliates anticipate that they may identify the shareholders

with whom our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may pursue privately negotiated transactions

by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of

Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination.

To the extent

that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates enter into a private transaction, they would

identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a

pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted

a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related

to our initial business combination.

Our Sponsor, initial shareholders, directors, officers, advisors and their affiliates will select

which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem

relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and

the other federal securities laws.

Sponsor, initial shareholders, directors, officers, advisors and their affiliates will be restricted from making purchases of shares

if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

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.

Additionally, in the event our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to

purchase Public Shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of

Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our Sponsor,

initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants from public shareholders

outside the redemption process, along with the purpose of such purchases;

our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants

from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

registration statement/proxy statement filed for our business combination transaction would include a representation that any of our

securities purchased by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not be voted in favor

of approving the business combination transaction;

Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess any redemption rights with respect

to our securities or, if they do acquire and possess redemption rights, they would waive such rights;

would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following

material items:

amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates, along with the purchase price;

purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates;

impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates on the likelihood

that the business combination transaction will be approved;

identities of our security holders who sold to our Sponsor, initial shareholders, directors, officers, advisors and their affiliates

(if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, initial

shareholders, directors, officers, advisors and their affiliates;

number of our securities for which we have received redemption requests pursuant to our redemption offer.

a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial business combination, or

fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

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

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

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

In addition, proxy materials or tender

offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination

will describe the various procedures that must be complied with in order to validly tender or submit Public Shares for redemption.

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

hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer

agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer

documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on

the proposal to approve the initial business combination.

In addition, if we conduct redemptions in connection with a shareholder vote,

we intend to require a public shareholder seeking redemption of its Public Shares to also submit a written request for redemption to

our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.

In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials,

as applicable, its shares may not be redeemed.

will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities

the net proceeds of the IPO and the sale of the Private Placement Warrants are intended to be used to complete one or more initial business

combinations with a target business or businesses that have not been selected, we may be deemed to be a “blank check” company

under the United States securities laws.

However, we are exempt from rules promulgated by the SEC to protect investors in blank

check companies, such as Rule 419.

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

other things, this means we will have a longer period of time to complete our initial business combinations than do companies subject

Moreover, if the IPO had been subject to Rule 419, that rule would prohibit the release of any interest earned

on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us or in connection with our

completion of an initial business combination.

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 may

lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

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

combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public

shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with

respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as the “ Excess Shares ,”

without our prior consent.

However, we would not be restricting our shareholders’ ability to vote all of their shares (including

Excess Shares) for or against our initial business combination.

Your inability to redeem the Excess Shares will reduce your influence

over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell

Excess Shares in open market transactions.

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

if we complete our initial business combination.

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

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

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

our initial business combination.

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

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

will expire worthless.

expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may

be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for

the types of businesses we intend to acquire.

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

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

Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than

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

While we believe

there are numerous target businesses we could potentially acquire with the net proceeds of the IPO and the sale of the Private Placement

Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our

available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain

target businesses.

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

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

Target companies will be aware

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

Any of these obligations may place us at a competitive

disadvantage in successfully negotiating a business combination.

If we 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.

the net proceeds of the IPO and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow

us to operate for at least the duration of the completion window, 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.

was available to us outside the Trust Account, as of December 31, 2023, to fund our working capital requirements.

While we believe that

the funds available to us outside of the Trust Account will be sufficient to allow us to operate for at least the duration of the completion

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

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

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

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

payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses

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

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

If we entered into

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

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

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

our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our

initial business combination.

Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination

entity at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an

affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all

rights to seek access to funds in our Trust Account.

If we are unable to complete our initial business combination because we do not

have sufficient funds available to us, we will be forced to liquidate the Trust Account.

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 $10.05 per share.

placing of funds in the Trust Account may not protect those funds from third party claims against us.

Although we will seek to have all

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

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

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

against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim

against our assets, including the funds held in the Trust Account.

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

to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us

and will only enter into an agreement with such third party if management believes that such third party’s engagement would be

in the best interests of the Company under the circumstances.

UHY LLP, our independent registered public accounting firm, and the underwriters

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

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

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

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

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

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

Upon redemption

of our Public Shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise

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

that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption

amount received by public shareholders could be less than the $10.05 per Public Share initially held in the Trust Account, due to claims

of such creditors.

Pursuant to the Letter Agreement which is filed as an exhibit to this Annual Report, our Sponsor has agreed that it

will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s

independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or

other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05

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

Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided

that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all

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

indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “ Securities Act ”).

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor

have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our

Sponsor’s only assets are securities of our Company.

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

those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial

business combination and redemptions could be reduced to less than $10.05 per Public Share.

In such event, we may not be able to complete

our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors

and prospective target businesses.

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

the Trust Account available for distribution to our public shareholders.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.05 per Public Share and (ii) the actual

amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per Public

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

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

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

While we currently expect that

our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us,

it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose

not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too

high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

If our independent

directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution

to our public shareholders may be reduced below $10.05 per Public Share.

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

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

However, our officers and directors have

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

the Trust Account for any reason whatsoever.

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

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

Our obligation to indemnify

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

fiduciary duty.

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

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

Furthermore, a shareholder’s

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

pursuant to these indemnification provisions.

securities in which we invested the funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest

income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption amount

received by public shareholders may be less than $10.05 per Public Share.

proceeds held in the Trust Account have been invested only in U.S.

government treasury obligations with a maturity of 185 days

or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest

only in direct U.S.

government treasury obligations.

While short-term U.S.

government treasury obligations currently yield

a positive rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan

pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility

that it may in the future adopt similar policies in the United States.

In the event that we are unable to complete our initial business

combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are

entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid

or payable (less, in the case we are unable to complete our initial business combination, $100,000 of net interest for dissolution expenses).

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

public shareholders may be less than $10.05 per Public Share.

after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary

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

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

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

after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary

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

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

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

In addition, our

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

itself and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary

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

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

with our liquidation may be reduced.

before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary

bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject

to applicable bankruptcy 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.

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 or force us to

abandon our efforts to complete an initial business combination.

we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions

on the nature of our investments;

● restrictions

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

addition, we may have imposed upon us burdensome requirements, including:

● registration

as an investment company with the SEC;

of a specific form of corporate structure;

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

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

must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities and that its 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.

SEC recently provided guidance that the determination of whether a special purpose acquisition company, like us, is an “investment

company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends

on a variety of factors, including a special purpose acquisition vehicle’s duration, asset composition, business purpose and activities,

and “is a question of facts and circumstances” requiring individualized analysis.

When applying these factors to us we do

not believe that our principal activities will subject us to the Investment Company Act.

To this end, the Company was formed for the

purpose of completing an initial business combination with one or more businesses.

Since our inception, our business has been and will

continue to be focused on identifying and completing an initial business combination, and thereafter, operating the post-transaction

business or assets for the long term.

Further, we do not plan to buy businesses or assets with a view to resale or profit from their

resale and we do not plan to buy unrelated businesses or assets or to be a passive investor.

In addition, the proceeds held in the Trust

Account were 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.

By restricting the investment of the proceeds in this manner,

and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing

businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing

in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company”

within the meaning of the Investment Company Act.

Further, investing in our securities is not intended for persons who are seeking a

return on investments in government securities or investment securities.

Instead, the Trust Account is intended as a holding place for

funds pending the earliest to occur of either:

(i) the completion of our initial business combination;

(ii) the redemption of any Public

Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of associaton

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

redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect

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

or (iii) absent

an initial business combination within the completion window, our return of the funds held in the Trust Account to our public shareholders

as part of our redemption of the Public Shares.

If we do not invest the proceeds as described above, we may be deemed to be subject to

the Investment Company Act.

we were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment

Company Act and 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.

We may also be forced to abandon our efforts to complete an initial

business combination and instead be required to liquidate the Trust Account.

In which case, our investors would not be able to realize

the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities

following such a transaction, and our Warrants would expire worthless.

For illustrative purposes, in connection with the liquidation

of our Trust Account, our public shareholders may receive only approximately $10.36 per Public Share, which is based on estimates as

of December 31, 2023, or less in certain circumstances, and our Warrants would expire worthless.

Further, under the subjective test of

a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust

Account were invested in the assets discussed above, there is a risk that we could be deemed an investment company and subject to the

Investment Company Act based on the length of time such funds are invested in such assets.

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.

are subject to rules and regulations by various national, regional and local governing bodies, including, for example, the SEC, and to

new and evolving regulatory measures under applicable law.

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

difficult, time consuming and costly and our efforts to comply with such new and evolving 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.

these changes could have a material adverse effect on our business, investments and results of operations.

because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time

as new guidance becomes available.

For example, on January 24, 2024, the SEC issued final rules and guidance relating to SPACs, like

us, regarding, among other things, disclosure in SEC filings in connection with initial business combination transactions;

the financial

statement requirements applicable to transactions involving shell companies;

the use of projections in SEC filings in connection with

proposed business combination transaction;

and the potential liability of certain participants in proposed business combination transactions.

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

to our disclosure and governance practices.

A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted

and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business

we are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait

beyond the end of the completion window before redemption from our Trust Account.

we are unable to consummate our initial business combination within the completion window, the proceeds then on deposit in the Trust

Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest 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 Act.

In that case, investors may be forced to wait beyond the end of the completion window

before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of

the proceeds from our Trust Account.

We have no obligation to return funds to investors prior to the date of our redemption or liquidation

unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their

Class A ordinary shares.

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

unable to complete our initial business combination.

shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their shares.

we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment

if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall

due in the ordinary course of business.

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

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

faith, thereby exposing themselves and our Company to claims, by paying public shareholders from the Trust Account prior to addressing

the claims of creditors.

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

We and our directors and

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

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

of $18,293 and to imprisonment for five years in the Cayman Islands.

may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity

for our shareholders to appoint directors.

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

our first fiscal year end following our listing on Nasdaq.

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

general meetings to appoint directors.

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

to appoint directors and to discuss company affairs with management.

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

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

meeting) serving a three-year term.

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

which to pursue our initial business combination, you will not be unable to ascertain the merits or risks of any particular target business’s

efforts to identify a prospective initial business combination target have not been limited to a particular industry, sector or geographic

While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability

of our management team to identify and acquire a business or businesses that can benefit from our management team’s established

global relationships and operating experience.

Our management team has extensive experience in identifying and executing strategic investments

globally and has done so successfully in a number of sectors.

Our amended and restated memorandum and articles of association prohibits

us from effectuating a business combination solely 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

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.

In recent years, a number of target businesses have underperformed financially post-business combination.

no assurances that the target business with which we consummate our initial business combination will perform as anticipated.

our officers and directors have and 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.

any shareholders who choose to remain shareholders following the initial business combination could suffer a reduction in the value of

their securities.

Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim

that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they

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

relating to the initial business combination contained an actionable material misstatement or material omission.

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

will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented

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

Although our management

will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately

ascertain or assess all of the significant risk factors.

We also cannot assure you that an investment in our securities will not ultimately

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

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

expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding

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

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

Accordingly, any shareholders

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

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

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may

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

business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria

and guidelines.

we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business

with which we enter into our initial business combination will not have all of these positive attributes.

If we complete our initial

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

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

In addition, if we announce a prospective business

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

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

minimum net worth or a certain amount of cash.

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

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

business combination if the target business does not meet our general criteria and guidelines.

If we 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.

are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders

valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business

is fair to our shareholders from a financial point of view.

we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair

market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain

an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm that the price we

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

If no opinion is obtained, our shareholders will be relying on

the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community.

Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business

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

incentive plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon the conversion

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

contained therein.

Any such issuances would dilute the interest of our shareholders and likely present other risks.

amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares,

par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par

value $0.0001 per share.

There are 475,000,000 and 43,750,000 authorized but unissued Class A ordinary shares and Class B ordinary

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

warrants or shares issuable upon conversion of the Class B ordinary shares.

The Class B ordinary shares are automatically convertible

into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or

be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) concurrently

with or immediately following the consummation of our initial business combination or earlier at the option of the holder, initially

at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of

association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related

to our initial business combination.

There are no preference shares issued and outstanding.

may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination

or under an employee incentive plan after completion of our initial business combination.

We may also issue Class A ordinary shares

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

as a result of the anti-dilution provisions as set forth therein.

However, our amended and restated memorandum and articles of association

provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the

holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination.

These provisions

of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles

of association, may be amended with a shareholder vote.

The issuance of additional ordinary or preference shares:

significantly dilute the equity interest of investors in the IPO, which dilution would increase if the anti-dilution provisions

in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis

upon conversion of the Class B ordinary shares;

subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded

our Class A ordinary shares;

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

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

and directors;

have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking

to obtain control of us;

adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Public Warrants;

not result in adjustment to the exercise price of our Public Warrants.

some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A

ordinary shares if we issue certain shares to consummate an initial business combination.

founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion

will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial

business combination) concurrently with or immediately following the consummation of our initial business combination or earlier at the

option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary

shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of

Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as converted basis, 20%

of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A

ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable

upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with

or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities

exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination

and any private placement warrants issued to our Sponsor, officers or directors upon conversion of Working Capital Loans (as defined

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market

price of our shares at that time.

connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE

transactions) at a price of $10.05 per share or which approximates the per-share amounts in our Trust Account at such time, or at

any other price.

The purpose of such issuances will be to enable us to provide sufficient liquidity and capital to the post-business combination

The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares

at such time.

Any such issuances of equity securities could dilute the interests of our existing shareholders.

could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts

to locate and acquire or merge with another business.

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

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

and our Warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,

attorneys, consultants and others.

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.

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.

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

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

light of the involvement of our Sponsor, its managing members, and our officers and directors with other entities, we may decide to acquire

one or more businesses affiliated with or competitive with our Sponsor, officers, directors and their respective affiliates or existing

Our directors also serve as officers and/or board members for other entities including, without limitation, those described

under “ Directors, Executive Officers and Corporate Governance—Conflicts of Interest .”.

Such entities may compete

with us for business combination opportunities.

Although we will not be specifically focusing on, or targeting, any transaction with

any affiliated entities, we may pursue such a transaction if we determined that such affiliated entity met our criteria for a business

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

Despite our agreement to

obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the

fairness to our Company from a financial point of view of a business combination with one or more domestic or international businesses

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

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

our Sponsor, officers and directors may lose their entire investment in us if our initial business combination is not completed (other

than with respect to Public Shares they have acquired, or may in the future acquire, if any), a conflict of interest may arise in determining

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

March 8, 2023, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for

5,750,000 founder shares.

On May 24, 2023, the Company effected a share capitalization of 575,000, resulting in the Sponsor holding 6,325,000

founder shares.

As a result of the underwriters’ election to partially exercise their over-allotment option on May 30, 2023, 75,000

founder shares were forfeited resulting in the Sponsor holding 6,250,000 founder shares.

The remaining founder shares are no longer subject

to forfeiture.

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

The purchase price

of the founder shares was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued.

The number of founder shares outstanding was determined such that the founder shares would represent 20% of the outstanding shares after

The founder shares will be worthless if we do not complete an initial business combination, except to the extent they receive

liquidating distributions from assets outside of the Trust Account.

In addition, our Sponsor and Cantor Fitzgerald & Co., the

representative of the underwriters in the IPO, purchased an aggregate of 7,650,000 Private Placement Warrants for an aggregate purchase

price of $7,650,000, or $1.00 per warrant.

Of those 7,650,000 Private Placement Warrants, our Sponsor purchased 6,000,000 warrants

and Cantor Fitzgerald & Co.

purchased 1,650,000 warrants in a private placement that closed simultaneously with the IPO.

The Private Placement Warrants will be worthless if we do not complete our initial business combination.

The personal and financial interests

of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an

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

This risk may

become more acute as the end of the completion window nears, which is the deadline for our completion of an initial business combination.

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

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

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

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

The incurrence of

debt could have a variety of negative effects, including:

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

● acceleration

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

that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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

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;

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

capital expenditures, acquisitions and other general corporate purposes;

● limitations

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

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

● limitations

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

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

may only be able to complete one business combination with the proceeds of the IPO and the sale of the Private Placement Warrants, which

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

This lack of diversification

may negatively impact our operations and profitability.

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

a short period of time.

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

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

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

had been operated on a combined basis.

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

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

Further, we would not be able to diversify our operations

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

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

Accordingly, the prospects for our success

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

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

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

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

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

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

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

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

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

With multiple business combinations, we

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

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

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

If we are unable to adequately address these risks,

it could negatively impact our profitability and results of operations.

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

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

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

Very little public information generally exists about private companies, and we could be required to make our decision on whether to

pursue a potential initial business combination on the basis of limited information, which may result in a business combination with

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

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete

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

amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold.

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.

Our proposed initial business

combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash

for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

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.

order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and

other governing instruments, including their warrant agreements.

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

restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our

initial business combination that our shareholders may not support.

order to effectuate a business combination, SPACs have, in the recent past, amended various provisions of their charters and governing

instruments, including their warrant agreements.

For example, SPACs have amended the definition of business combination, increased redemption

thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant

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

Amending our amended and restated memorandum and

articles of association will require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of

the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter

at a general meeting of the Company, and amending our warrant agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us (the “ Warrant Agreement ”) will require a vote of holders of at least 50% of the Public Warrants and,

solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the Warrant Agreement with respect

to the Private Placement Warrants, 50% of the then outstanding Private Placement Warrants.

In addition, our amended and restated memorandum

and articles of association require us to provide our public shareholders with the opportunity to redeem their Public Shares for cash

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

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

do not complete an initial business combination within the completion window or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-initial business combination activity.

To the extent any of such amendments would

be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek

an exemption from registration for, the affected securities.

We cannot assure you that we will not seek to amend our charter or governing

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

provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity

(and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval

of holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at

a general meeting of the Company, which is a lower amendment threshold than that of some other SPACs.

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.

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

activity (including the requirement to deposit proceeds of the IPO and the private placement of warrants into the Trust Account and not

release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein)

may be amended if approved by special resolution, under Cayman Islands law, which requires the affirmative vote of at least two-thirds of

the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter

at a general meeting of the Company, and corresponding provisions of the investment management trust agreement, dated as of May 24 2023,

by and between the Company and Continental Stock Transfer & Trust Company, as trustee (as amended, the “ Trust Agreement ”)

governing the release of funds from our Trust Account may be amended if approved by the affirmative vote of at least two-thirds of

our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the Company.

Our Sponsor, who beneficially

owns 20% of our ordinary shares, 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 SPACs, and this may increase our ability to complete a business combination with which you do not agree.

Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our

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

in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business

combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights

or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A

ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number

of then outstanding Public Shares.

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

a result, will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements.

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

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.

the cash portion of the purchase price for a target business exceeds the amount available from the Trust Account, net of amounts needed

to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional

financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure

the transaction or abandon that particular business combination and seek an alternative target business candidate.

Further, we may be

required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes,

including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due

on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies.

If we are unable

to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust

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

In addition, even if we do

not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth

of the target business.

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.

Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially

in a manner that you do not support.

Sponsor owns 20% of our issued and outstanding ordinary shares.

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.

Further, prior to the closing of our initial business combination, only holders of our Class B ordinary

shares will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution

required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case,

as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

These provisions

of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than

90% of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such

matter at a general meeting of the Company.

As a result, you will not have any influence over our continuation in a jurisdiction outside

the Cayman Islands prior to our initial business combination.

In addition, our board of directors, whose members were appointed by our

Sponsor, is divided into three classes, each of which will generally serve for a term for three years with only one class of directors

being appointed each year.

We have not and may not hold an annual or extraordinary general meeting to appoint new directors prior to

the completion of our initial business combination, in which case all of the current directors will continue in office until at least

the completion of the business combination.

If there is an annual general meeting, as a consequence of our “staggered” board

of directors, only a minority of the board of directors will be considered for appointment and our Sponsor, because of its ownership

position, will have considerable influence regarding the outcome.

Accordingly, our Sponsor will continue to exert control at least until

the completion of our initial business combination.

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

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

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

or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report.

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

may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review

and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign

Investment in the United States (“CFIUS”), or may be ultimately prohibited.

initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited.

For example, CFIUS has authority to review direct or indirect foreign investments in U.S.

Among other things, CFIUS is empowered

to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national

security reviews of foreign direct and indirect investments in U.S.

companies if the parties to that investment choose not to file voluntarily.

In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions

on the investment.

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors

— the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information

or governance rights involved.

For example, investments that result in “control” of a U.S.

business by a foreign person always

are subject to CFIUS jurisdiction.

CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of

2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in

control of a U.S.

business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S.

business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal

Our Sponsor owns 20.0% of our issued and outstanding

ordinary shares.

Our Sponsor is exclusively “controlled” for CFIUS purposes by Mr.

Blitzer, who is a US citizen, and

thus we do not believe that our Sponsor is a “foreign person” as defined in the CFIUS regulations.

However, it is possible

that non-U.S.

persons could be involved in our initial business combination (e.g., as existing shareholders of a target company or as

PIPE investors), which may increase the risk that our initial business combination becomes subject to regulatory review, including review

As such, an initial business combination with a U.S.

business or foreign business with U.S.

subsidiaries that we may wish to

pursue may be subject to CFIUS review.

If a particular proposed initial business combination with a U.S.

business falls within CFIUS’s

jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis,

or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.

may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination

or request the President of the United States to order us to divest all or a portion of the U.S.

target business of our initial business

combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing

certain target companies that we believe would otherwise be beneficial to us and our shareholders.

As a result, the pool of potential

targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing

with other special purpose acquisition companies which do not have any foreign ownership issues.

In addition, certain federally licensed

businesses may be subject to rules or regulations that limit foreign ownership.

The process of government review, whether by CFIUS

or otherwise, could be lengthy.

Because we have only a limited time to complete our initial business combination, our failure to obtain

any required approvals within the requisite time period may require us to liquidate.

If we are unable to consummate our initial business

combination within the applicable time period required under our amended and restated memorandum and articles of association, including

as a result of extended regulatory review of a potential initial business combination, we will, as promptly as reasonably possible but

not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject

to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such event,

our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment.

Additionally, our Warrants may be worthless.

Because we must furnish our shareholders with

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

some prospective target businesses.

The federal proxy rules require that the proxy

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

We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required

under the tender offer rules.

These financial statements may be required to be prepared in accordance with, or be reconciled to GAAP or

international financial reporting standards as issued by IFRS depending on the circumstances and the historical financial statements may

be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of

potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose

such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley Act

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

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

Section 404 of the Sarbanes-Oxley Act

requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the

year ending December 31, 2024.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer

qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation

requirement on our internal control over financial reporting.

Further, for as long as we remain an emerging growth company, we will not

be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly

burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination

may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development

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

to complete any such business combination.

In recent years, the number of SPACs that have

been formed has increased substantially, potentially resulting in more competition for attractive targets.

This could increase the cost

of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

In recent years, the number of SPACs that have

been formed has increased substantially.

Because there are more SPACs seeking to enter into an initial business combination with available

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

companies to demand improved financial terms.

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

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

targets post-business combination.

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

and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms

favorable to our investors altogether.

Risks Relating to the Post-Business Combination

Subsequent to our completion of our initial

business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges

that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which

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

Even if we conduct due diligence on a target business

with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular

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

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

As a result of these factors, we may be forced to later

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

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

In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result

of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial

business combination or thereafter.

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

could suffer a reduction in the value of their securities.

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

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

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

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

The officers and directors of an acquisition

candidate may resign upon completion of our initial business combination.

The loss of a business combination target’s key personnel

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

The role of an acquisition candidate’s key

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

Although we contemplate that certain

members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial

business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our management may not be able to maintain

control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control of a target

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

We may structure our initial business combination

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

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

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

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

We will not consider any transaction that

does not meet such criteria.

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

prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations

ascribed to the target and us in the business combination.

For example, we could pursue a transaction in which we issue a substantial

number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a

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

However, as a result of the issuance of a substantial number of

new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued

and outstanding Class A ordinary shares subsequent to such transaction.

In addition, other minority shareholders may subsequently

combine their holdings resulting in a single person or group obtaining a larger share of the Company’s shares than we initially

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

We may have a limited ability to assess the

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

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

When evaluating the desirability of effecting

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

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

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

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

Should the target

business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and

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

Accordingly, any shareholders who choose to remain shareholders

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

Such shareholders are unlikely to have a remedy

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

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

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

misstatement or material omission.

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 would 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.

management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to

properly ascertain or assess all of the significant risk factors until we complete our business combination.

If we are not able to achieve

our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that

we anticipate.

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

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

Such combination may not be as successful

as a combination with a smaller, less complex organization.

Our initial business combination and our structure

thereafter may not be tax-efficient to our shareholders and warrant holders.

As a result of our business combination, our tax

obligations may be more complex, burdensome and/or uncertain.

Although we will attempt to structure our initial

business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain

and may change, and we may prioritize commercial and other considerations over tax considerations.

For example, in connection with our

initial business combination and subject to any requisite shareholder approval, we may:

structure our business combination in a manner

that requires shareholders and/or warrant holders to recognize gain or income for tax purposes;

effect a business combination with a target

company in another jurisdiction;

or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which

the target company or business is located).

We do not intend to make any cash distributions to shareholders or warrant holders to pay

taxes in connection with our business combination or thereafter.

Accordingly, a shareholder or a warrant holder may need to satisfy any

liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares or

warrants received.

In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes

with respect to their ownership of us after our initial business combination.

In addition, we may effect a business combination

with a target company that has business operations outside of the United States, and possibly, business operations in multiple jurisdictions.

If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number

of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.

Due to the complexity of tax obligations

and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S.

federal, state, local

taxing authorities.

This additional complexity and risk could have an adverse effect on our after-tax profitability

An investment in our securities involves a

high degree of risk.

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

this Annual Report, before making a decision to invest in our securities.

If any of the following events occur, our business, financial

condition and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline,

and you could lose all or part of your investment.

Risks Related to Our Business and Industry

The Stillwater Facility is under development

and is not yet completed, we have not commenced producing and selling neo magnets, and we have no history in commercial operations and

the lack of commercial operations limits the accuracy of any forward-looking forecasts, prospects or business outlook or plans.

We have not commenced production of neo

magnets at our Stillwater Facility, and we may not be able to secure the necessary feedstock, offtake, or equipment in order to

economically produce neo magnets, including from the Round Top Project.

We have not realized any revenues to date from the sale of

neo magnets or critical minerals, rare earth minerals, or lithium, and our operating cash flow needs have been financed through the

incurrence of debt and equity raises and not through cash flows derived from our operations.

As a result, we have little historical

financial and operating information available to help you evaluate our performance.

Any profitability in the future from our

business will be dependent upon economical development of the Stillwater Facility and production of neo magnets, which is subject to

numerous risk factors.

Accordingly, we may not realize profits, including in the medium to long term.

Additional expenditures are

required to construct, complete and install additional neo magnet production equipment and our neo magnet production capabilities

might not be able to fully utilize the nameplate capacity of the equipment.

In addition, we have no operating history upon which to

base estimates of future operating costs and capital requirements.

Actual operating costs and economic returns of any and all of our

Projects may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations

and cash flows may be negatively affected.

In the near term, our development and growth depends on our ability to:

(i) successfully produce magnets at the Stillwater Facility;

(ii) secure one or more reliable sources of rare earth

feedstock at prices that are acceptable and attractive to us;

and (iii) secure one or more neo magnet customers that are

willing and able to purchase our neo magnets at prices that are expected to be profitable for us.

Delays in the completion of the

Stillwater Facility or the Round Top Project could have a material adverse effect on our business, results of operations and

financial condition.

We may not be able to generate positive

cashflow from our expected future business operations.

Our long-term success will depend on implementing the business strategy

and operational plan of the Company, as well as our ability to generate revenues, achieve and maintain profitability and develop positive

cash flows from our magnet production.

Our ability to continue with our business plan

to produce and sell neo magnets and our future plans regarding the Round Top Project, ultimately depends on our ability to generate revenues,

achieve and maintain profitability, and generate positive cash flow from our operations.

We cannot assure you that our Projects will result

in achieving and maintaining profitability and developing positive cash flows.

The economic viability of the Company’s future business

activities has many risks and uncertainties including, but not limited to:

● a significant, prolonged decrease in the price of neo magnets;

● difficulty in marketing and/or selling neo magnets;

● significantly higher than expected capital costs to construct

and commission our Projects;

● significantly higher than expected feedstock costs to support

magnet production in the near term until the Round Top Project is capable of satisfying our feedstock needs;

● significant delays, reductions or stoppages of production activities;

● shortages of adequate and skilled labor or a significant increase

in labor costs;

● the introduction of significantly more stringent regulatory

laws and regulations and associated delays in permitting;

● delays in the availability of necessary equipment, including

construction or production equipment.

Our future business activities may change as a

result of any one or more of these risks and uncertainties.

We may experience time delays, unforeseen

expenses, increased capital costs, and other complications while developing our Projects, these could delay the start of revenue-generating activities

and increase development costs.

The production of neo magnets and mineral exploration

and mining by their nature involve significant risks and hazards, including environmental hazards, as well as industrial and mining accidents.

These include, for example, occupational hazards, leaks, ruptures, explosions, chemical spills, seismic events, fires, cave-ins and

blockages, flooding, discharges of gasses and toxic substances, contamination of water, air or soil resources, unusual and unexpected

rock formation affecting mineralization or wall rock characteristics, ground or slope failures, rock bursts, wildfires, radioactivity

and other accidents, incidents, or conditions resulting from mining or manufacturing activities, including, among others, blasting and

the transport, storage and handling of hazardous materials.

In particular, the production of neo magnets involves the use of heavy equipment

and operations at high temperatures.

These operations can be dangerous and safety incidents in these operations may cause damage to and

loss of equipment, injury or death, monetary losses and potential legal liabilities.

Any such incidents could have a material adverse

effect on our business, operating results and financial condition.

Furthermore, there is the risk that relevant regulators may impose

fines and work stoppages for non-compliant production or mining operating procedures and activities, which could reduce or halt production

or mining until lifted.

The occurrence of any of these events could delay or halt production, increase production costs and result in

financial and regulatory liability for us, which could have a material adverse effect on our business, results of operations and financial

In addition, the relevant environmental authorities have issued and may issue administrative directives and compliance notices

in the future, to enforce the provisions of the relevant statutes to take specific anti-pollution measures, continue with those measures

and/or to complete those measures.

The authorities may also order the suspension of part, or all of, our operations if there is non-compliance with

Contravention of some of these statutes may also constitute a criminal offense and an offender may be liable for a fine or

imprisonment, or both, in addition to administrative penalties.

As a result, the occurrence of any of these events may have a material

adverse effect on our business, results of operations and financial condition.

Until our Round Top Project is capable of

satisfying our feedstock needs, if ever, our business is subject to the availability of rare earth oxide and metal feedstock, in quantities

and prices that allow us to develop and commercially operate our Stillwater Facility.

Our Round Top Project is in its exploration stage

and is not currently able to satisfy the feedstock needs necessary for the development and commercial operation of our Stillwater Facility

and may never be able to do so.

Unless and until our Round Top Project is capable of satisfying our feedstock needs, we will be required

to enter into feedstock supply agreements with third-parties.

We are in the process of pursuing feedstock supply and offtake arrangements

with potential counterparties in an effort to provide adequate sources of feedstock for the purchase of all or substantially all of our

production from our Stillwater Facility, once operational, on terms favorable to us.

As discussed elsewhere in this Annual Report, we

have executed feedstock supply agreements with two counterparties.

However, they may not be able to provide all of the feedstock which

we may require or at economical prices.

If we are unable to secure supply agreements that ensure that all of our feedstock needs are met

or if we are able to secure such agreements but the counterparties fail to meet their obligations, we may not achieve our goals.

happens, our results of operations and financial condition could be materially and adversely affected.

We may be adversely affected by fluctuations

in demand for, and prices of, neo magnets, magnet materials, and necessary feedstock.

Because our revenue is, and will for the foreseeable

future be, derived from the production and sale of neo magnets, changes in demand for, and the market price of, and taxes and other tariffs

and fees imposed upon such products and their inputs could significantly affect our profitability.

Our financial results may be significantly

adversely affected by declines in the prices of neo magnets or increases in the prices of necessary feedstock.

Neo magnet prices may fluctuate

and are affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, tariffs, inflation or deflation,

fluctuation in the relative value of the U.S.

dollar against foreign currencies on the world market, shipping and other transportation

and logistics costs, global and regional supply and demand for neo magnets, potential industry trends, such as competitor consolidation

or other integration methodologies, and the political and economic conditions of countries that produce and procure neo magnets.

supply side factors have a significant influence on price volatility for critical and rare earth minerals, necessary feedstock, and neo

magnet prices.

Supply of rare earth minerals, necessary feedstock, and neo magnets is currently dominated by Chinese producers.

Central Government regulates production via quotas and environmental standards and has and may continue to change such production quotas

and environmental standards.

Periods of over supply or speculative trading of critical and rare earth minerals can lead to significant

fluctuations in the market price of critical and rare earth minerals.

In contrast, extended periods of high commodity

prices may create economic dislocations that may be destabilizing to critical and rare earth minerals supply and demand and ultimately

to the broader markets.

While some periods of high critical and rare earth mineral market prices generally are beneficial to our financial

performance if we are producing rare earth minerals, if ever, or if magnet prices rise in concert with such higher mineral prices, strong

critical and rare earth mineral prices however also create economic pressure to identify or create alternate technologies that ultimately

could depress future long-term demand for neo magnets or increase our feedstock costs, and at the same time may incentivize development

of competing mining properties.

Additionally, because the Company is heavily dependent

on third parties for feedstock, changes in the demand for, the market price of, or taxes, tariffs, or other fees imposed on such feedstock

may affect our ability to acquire our supply needs at an economical price.

Changes in the price of feedstock could materially and adversely

affect our operations and ultimate financial results.

We may not be able to convert current commercial

discussions and/or memorandums of understanding with customers for the sale of our neo magnets and other products into definitive contracts,

which may have a negative effect on our business.

We do not currently have any contractually committed

customers for the planned output and delivery of neo magnets.

We are actively working on completing our Stillwater Facility which will,

once completed, have the capability to produce neo magnets.

Our success depends on our ability to generate revenue and operate profitably,

which depends in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current

customer relationships.

We do not currently have any revenue or definitive off-take or sales agreements with customers in place.

Although we are in periodic discussions with potential customers regarding potential offtake agreements, there is no assurance that the

parties will be able to reach an agreement or that we will be able to produce and deliver the required neo magnets in accordance with

the customer’s required specifications and timing requirements.

If we are unable to negotiate, finalize and maintain such agreements

and satisfy the conditions thereto in order to enter into definitive agreements, or are only able to do so on terms that are unfavorable

to us, we will not be able to generate any revenue, which would have a material adverse effect on our business, prospects, operating results

and financial condition.

Risks Relating to Acquiring and Operating a

Business in Foreign Countries

If we effect our initial business combination

with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect

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

● rules and regulations regarding currency redemption;

● complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations

may be effected;

● exchange listing and/or delisting requirements;

● tariffs and trade barriers;

● regulations related to customs and import/export matters;

● local or regional economic policies and market conditions;

● unexpected changes in regulatory requirements;

● challenges in managing and staffing international operations;

● longer payment cycles;

● tax issues, such as tax law changes and variations in tax

laws as compared to the United States;

● currency fluctuations and exchange controls;

● rates of inflation;

● challenges in collecting accounts receivable;

● cultural and language differences;

● employment regulations;

● underdeveloped or unpredictable legal or regulatory systems;

● corruption;

● protection of intellectual property;

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

● regime changes and political upheaval;

● terrorist attacks, natural disasters, widespread health emergencies

● 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

We anticipate that in some cases our products

will be delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate whether our

products meet their performance requirements before they commit to meaningful orders of our products.

If our targeted customers do not

commit to making meaningful orders, or at all, it could adversely affect our business, prospects and results of operations.

Our customers

may require protections in the form of price reductions and similar arrangements that allow them to require us to deliver additional product

or reimburse them for losses they suffer as a result of our late delivery or failure to meet agreed upon performance specification.

in delivery of our products, unexpected performance problems or other events could cause us to fail to meet these contractual commitments,

resulting in delays in obtaining necessary materials used in our production process, defects in material or workmanship or unexpected

problems in our manufacturing process, which could lead to unanticipated revenue and earnings losses and financial penalties.

The occurrence

of any of these events could harm our business, prospects, results of operations and financial results.

Prior to reaching expected production rates at

the Stillwater Facility, we intend to enter into short- and long-term sales contracts with new customers.

However, there can be no

assurance that these customers will enter into sales contracts for our products.

Even if we do enter into offtake and/or sales agreements,

we may fail to deliver the product required by such agreements or may experience production costs in excess of the fixed price to be paid

to us under such agreements.

The failure to enter into such contracts may have a material adverse effect on our financial position and

results of operations.

We may reincorporate in another jurisdiction,

which may result in taxes imposed on shareholders or warrant holders.

We may, in connection with our initial business

combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution under the Companies

Act (with respect to which only holders of Class B ordinary shares will be entitled to vote prior to our initial business combination),

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

The transaction may require

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

or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences).

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 our Class A ordinary shares or warrants after the reincorporation.

We may reincorporate in or transfer by way

of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern

some or all of our future material agreements and we may not be able to enforce our legal rights.

In connection with our initial business combination,

we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

If we determine to do this, the

laws of such jurisdiction may govern some or all of our future material agreements.

The system of laws and the enforcement of existing

laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce

or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

If our management following our initial business

combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such

laws, which could lead to various regulatory issues.

Following our initial business combination, our

management may resign from their positions as officers or directors of the Company and the management of the target business at the time

of the business combination will remain in place.

Management of the target business may not be familiar with United States securities

If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar

with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect

our operations.

Exchange rate fluctuations and currency policies

may cause a target business’ ability to succeed in the international markets to be diminished.

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

all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions,

if any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our target regions

fluctuate and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such

currency against our reporting currency may affect the attractiveness of any target business or, following 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.

After our initial business combination, substantially

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

Accordingly, our results of operations and prospects may 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.

Risks Relating to our Management Team

We are dependent upon our officers and directors

and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our

ability to operate.

Our operations are dependent upon a relatively

small group of individuals and, in particular, our officers and directors.

We believe that our success depends on the continued service

of our officers and directors, at least until we have completed our initial business combination.

In addition, our officers and directors

are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating

their time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

The unexpected

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

Our ability to successfully effect our initial

business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us

following our initial business combination.

The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial

business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target business, however,

cannot presently be ascertained.

Although some of our key personnel may remain with the target business in senior management or advisory

positions following our initial business combination, it is likely that some or all of the management of the target business will remain

While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you

that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements of operating

a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment

or consulting agreements with a target business in connection with a particular business combination, and a particular business combination

may be conditioned on the retention or resignation of such key personnel.

These agreements may provide for them to receive compensation

following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular

business combination is the most advantageous.

Our key personnel may be able to remain with our

Company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements

in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation of the business combination

and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would

render to us after the completion of the business combination.

Such negotiations also could make such key personnel’s retention

or resignation a condition to any such agreement.

The personal and financial interests of such individuals may influence their motivation

in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

Our officers and directors will allocate their

time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

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

Our officers and directors are not required to,

and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations

and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior to the

completion of our initial business combination.

Each of our officers is engaged in other business endeavors for which he may be entitled

to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

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

If our officers’ 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.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination

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

For a complete discussion of our officers’ and directors’ other business affairs, please see “ Directors, Executive

Officers and Corporate Governance .”

Our officers and directors presently have,

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

companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business

opportunity should be presented.

Our Sponsor, its managing member, and our officers

and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are

engaged in a similar business.

We do not have employment contracts with our officers and directors that will limit their ability to work

at other businesses.

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

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

opportunity to such entities.

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

should be presented.

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

prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

Our amended and restated memorandum and articles

of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer

shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same

or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered

an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer,

on the one hand, and us, on the other.

In addition, our Sponsor and our officers and

directors may sponsor or form other SPACs with acquisition objectives that are similar to ours or may pursue other business or investment

ventures during the period in which we are seeking an initial business combination.

As a result, our Sponsor, officers and directors could

have conflicts of interest in determining whether to present business combination opportunities to us or to any other SPAC with which

they may become involved.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial

business combination target.

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

our initial business combination.

For a complete discussion of our officers’ and

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

Executive Officers and Corporate Governance ” and “ Certain Relationships and Related Transactions, and Director Independence .”

Our officers, directors, security holders and

their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits

our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment

to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

In fact, we may enter into a business

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

Any such companies, businesses

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

However, we do not believe

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

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.

Members of our management team and board of

directors have significant experience as board members, officers or executives of other companies.

As a result, certain of those persons

have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies

with which they were, are, or may in the future be, affiliated.

This may have an adverse effect on us, which may impede our ability to

consummate an initial business combination.

During the course of their careers, members of

our management team and board of directors have had significant experience as board members, officers or executives of other companies.

As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved

in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by

such companies.

Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention

and resources away from identifying and selecting a target business or businesses for our initial business combination and may negatively

affect our reputation, which may impede our ability to complete an initial business combination.

Members of our management team and affiliated

companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

Members of our management team have been (and

intend to be) involved in a wide variety of businesses.

Such involvement has, and may lead to, media coverage and public awareness.

a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes

or governmental investigations unrelated to our business.

Any such claims or investigations may be detrimental to our reputation and could

negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of

our securities.

Our Letter Agreement with our Sponsor, officers

and directors may be amended without shareholder approval.

Our Letter Agreement with our Sponsor, officers

and directors contain provisions relating to transfer restrictions of our founder shares and Private Placement Warrants, indemnification

of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account.

The Letter Agreement

may be amended without shareholder approval.

While we do not expect our board to approve any further amendments to the Letter Agreement

prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary

duties, chooses to approve one or more amendments to the Letter Agreement.

Any such amendments to the Letter Agreement would not require

approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

Risks Relating to our Securities

You will not have any rights or interests in

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

Therefore, to liquidate your investment, you may be forced to

sell your Public Shares or Public Warrants, potentially at a loss.

Our public shareholders will be entitled to receive

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

(i) our completion of an initial business combination, and then

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

and on the conditions described herein, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder

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

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

initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial business combination activity, and (iii) the redemption of our Public Shares if we are unable to complete

an initial business combination within the completion window, subject to applicable law and as further described herein.

In no other circumstances

will a public shareholder have any right or interest of any kind in the Trust Account.

Holders of Warrants will not have any right to

the 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 Public Warrants, potentially at a loss.

Nasdaq 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 Public

Warrants are listed on Nasdaq.

We cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to

our initial business combination.

In order to continue listing our securities on Nasdaq prior to our initial business combination, we

must maintain certain financial, distribution and share price levels.

Generally, we must maintain a minimum market value of listed securities

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

Additionally, in connection

with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements,

which are more rigorous than Nasdaq’s continued listing requirements.

For instance, unless we decide to list on a different Nasdaq

tier such as the Nasdaq Capital Market which has different initial listing requirements, our share price would generally be required to

be at least $4.00 per share , the market value of our listed securities would be required to be at least $75 million, the market value

of our unrestricted publicly held shares would be required to be at least $20 million and we would be required to have a minimum of 400

round lot holders of our securities, with at least 50% of such round lot holders holding securities with a market value of at least $2,500.

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

If Nasdaq delists our securities from trading

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

quoted on an over-the-counter market.

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

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our Class A ordinary shares are

a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules

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

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

The National Securities Markets Improvement Act of 1996,

which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered

securities.” Because our Units, Class A ordinary shares and Public Warrants are listed on Nasdaq, our securities 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 Nasdaq, our securities would not qualify as covered

securities under the statute and we would be subject to regulation in each state in which we offer our securities.

The nominal purchase price paid by our Sponsor

for the founder shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our initial

business combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial

business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.

We offered our Units at an offering price of $10.00

per Unit and the amount in our Trust Account was initially $10.05 per Public Share, implying an initial value of $10.05 per Public Share.

However, prior to the IPO, our Sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.004

As a result, the value of your Public Shares may be significantly diluted upon the consummation of our initial business combination,

when the founder shares are converted into Class A ordinary shares.

The following table shows the public shareholders’

and our Sponsor’s investment per share and how these compare to the implied value of one Class A ordinary share upon the completion

of our initial business combination.

The following table assumes that (i) our valuation is $238,150,000 (which is the amount we would

have in the Trust Account for our initial business combination assuming the underwriters’ over-allotment option is not exercised

and following payment of the underwriters’ deferred fee), (ii) no interest is earned on the funds held in the Trust Account,

(iii) no Public Shares are redeemed in connection with our initial business combination and (iv) all founder shares are held

by our initial shareholders upon completion of our initial business combination, and does not take into account other potential impacts

on our valuation at the time of the initial business combination, such as (i) the value of our Public Warrants and Private Placement

Warrants, (ii) the trading price of our Class A ordinary shares, (iii) the initial business combination transaction costs

(other than the payment of $13,100,000 of deferred underwriting commissions), (iv) any equity issued or cash paid to the target’s

sellers, (v) any equity issued to other third party investors, or (vi) the target’s business itself.

Public shares

Founder shares

Total funds in trust available for initial business combination

$ 238,150,000

Public shareholders’ investment per Class A ordinary share (1)

Sponsor’s investment per Class B ordinary share (2)

Initial implied value per Public Share

Implied value per share upon consummation of initial business combination (3)

(1) While the public shareholders’ investment is in both

the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

(2) The total investment in the equity of the Company by the

Sponsor and Cantor Fitzgerald & Co.

is $7,675,000, consisting of (i) $25,000 paid by the Sponsor for the founder shares,

(ii) $6,000,000 paid by the Sponsor for 5,500,000 Private Placement Warrants and (iii) $1,500,000 paid by Cantor Fitzgerald &

for 1,650,000 private placement warrants.

For purposes of this table, the full investment amount is ascribed to the founder shares

(3) All founder shares would automatically convert into Class A

ordinary shares upon completion of our initial business combination or earlier at the option of the holder.

Based on these assumptions, each Class A

ordinary share would have an implied value of $7.62 per share upon completion of our initial business combination, representing an approximately

24.2% decrease from the initial implied value of $10.05 per Public Share.

While the implied value of $7.62 per Class A ordinary share

upon completion of our initial business combination would represent a dilution to our public shareholders, this would represent a significant

increase in value for our Sponsor relative to the price it paid for each founder share.

At $7.62 per Class A ordinary share, the

6,250,000 Class A ordinary shares that the Sponsor would own upon completion of our initial business combination (after automatic

conversion of the 6,250,000 founder shares) would have an aggregate implied value of $47,625,000.

As a result, even if the trading price

of our Class A ordinary share significantly declines, the value of the founder shares held by our Sponsor will be significantly greater

than the amount our Sponsor paid to purchase such shares.

In addition, our Sponsor could potentially recoup its entire investment in our

Company even if the trading price of our Class A ordinary shares after the initial business combination is as low as $0.95 per share.

As a result, our Sponsor is likely to earn a substantial profit on its investment in us upon disposition of its Class A ordinary

shares even if the trading price of our Class A ordinary shares declines after we complete our initial business combination.

Sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or

less-established target business than would be the case if our Sponsor had paid the same per share price for the founder shares as

our public shareholders paid for their Public Shares.

This dilution would increase to the extent that

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

upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that

public shareholders seek redemptions from the trust for their Public Shares.

In addition, because of the anti-dilution protection

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

disproportionately dilutive to our Class A ordinary shares.

Because we are incorporated under the laws

of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.

courts may be limited.

We are an exempted company incorporated under

the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within the United States

upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by our amended

and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands.

We are 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

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 Conyers Dill &

Pearman LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against

us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the

United States or any state;

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

upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed

by those provisions are penal in nature.

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

obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign

court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes

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

For a foreign

judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in

respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds

of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the

Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court may stay

enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders

may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or

controlling shareholders than they would as public shareholders of a United States company.

After our initial business combination, it

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

outside the United States;

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

It is possible that after our initial business

combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located

outside of the United States.

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

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

courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

Provisions in our amended and restated memorandum

and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future

for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum and articles

of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best

These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of

and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that

otherwise could involve payment of a premium over prevailing market prices for our securities.

Our amended and restated memorandum and articles

of association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders,

which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers

or employees.

Our amended and restated memorandum and articles

of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall

have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles

of association or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to:

derivative action or proceeding brought on our behalf;

(ii) any action asserting a claim of breach of any fiduciary or other duty

owed by any of our current or former director, officer or other employee to us or our shareholders;

(iii) any action asserting a

claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association;

action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States)

and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or

The forum selection provision in our amended and restated memorandum and articles of association does not apply to actions or

suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district

courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination

of such a claim.

Our amended and restated memorandum and articles

of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges

that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum

and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other

equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

This choice of forum provision may increase a

shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes

with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other

Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation

of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions.

There is uncertainty

as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’

charter documents has been challenged in legal proceedings.

It is possible that a court could find this type of provisions to be inapplicable

or unenforceable, and if a court were to find this provision in our amended and restated memorandum and articles of association to be

inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions,

which could have adverse effect on our business and financial performance.

An investment in our securities may result

in uncertain U.S.

federal income tax consequences.

An investment in our securities may result in

uncertain U.S.

federal income tax consequences.

For instance, because there are no authorities that directly address instruments similar

to the Units we issued in our IPO, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary

share and the one-half of a Public Warrant to purchase one Class A ordinary share included in each unit could be challenged by the U.S.

Internal Revenue Service (“ IRS ”) or courts.

In addition, the U.S.

federal income tax consequences of a cashless exercise

of warrants included in the units we are issuing in this offering is unclear under current law.

Finally, it is unclear whether the redemption

rights with respect to our Class A ordinary shares suspend the running of a U.S.

holder’s holding period for purposes of determining

whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss

and for determining whether any dividend we pay would be considered “qualified dividend income” for U.S.

federal income tax

Investors are urged to consult their tax advisors with respect to these and other tax consequences when acquiring, owning or

disposing of our securities.

We may 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 50% of the then outstanding Public

As a result, the Warrants may be exchanged for cash, the exercise price of your warrants could be increased, the exercise period

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

your approval.

Our Warrant Agreement provides that the terms

of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any defective

provision or 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 final prospectus for our IPO, (ii) adjusting the provisions relating to cash dividends on

ordinary shares as contemplated by and in accordance with the Warrant Agreement or (iii) adding or changing any provisions with respect

to matters or questions arising under the Warrant Agreement as the parties to the Warrant Agreement may deem necessary or desirable and

that the parties deem to not adversely affect the rights of the registered holders of the Warrants, provided that the approval by the

holders of at least 50% of the then-outstanding Public Warrants is required to make any change that adversely affects the interests

of the registered holders of Public Warrants.

Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder

of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

Although our ability

to amend the terms of the Public Warrants with the consent of at least 50% 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 Public Warrants, convert the Public

Warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise

of a Public Warrant.

Our Warrant Agreement designates the courts

of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive

forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of

warrant holders to obtain a favorable judicial forum for disputes with our Company.

Our Warrant Agreement provides that, subject to

applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement, including

under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District

Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall

be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such

courts represent an inconvenient forum.

With respect to any complaint asserting a cause of action arising under the Securities Act or

the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether a court would enforce this

provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability

created by the Securities Act or the rules and regulations thereunder.

Notwithstanding the foregoing, these provisions

of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other

claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity

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

provisions in our Warrant Agreement.

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

Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern

District of New York (a “ foreign action ”) in the name of any holder of our Warrants, such holder shall be deemed

to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection

with any action brought in any such court to enforce the forum provisions (an “ enforcement action ”), and (y) having

service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in

the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to

bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits.

Alternatively,

if a court were to find this provision of our Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified

types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could

materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and

resources of our management and board of directors.

A provision of our Warrant Agreement may make

it more difficult for us to consummate an initial business combination.

issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an

initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or

effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor or

its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance)

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

equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of

the initial business combination (net of redemptions), and (iii) the volume weighted average trading price of the Class A ordinary shares

during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination

(such price, the “ Market Value ”) is below $9.20 per share, then the exercise price of the Warrants will be adjusted

to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described

under “ Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants when the

price per Class A ordinary share equals or exceeds $18.00 ” in the final prospectus for our IPO will be adjusted (to the nearest

cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

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

To the extent our Warrants ever become exercisable, 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 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 sub-divisions, share capitalizations, reorganizations, recapitalizations and

the like) for any 20 trading days within a 30 trading-day period commencing at least 150 days after completion of our initial business

combination and ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders

and provided certain other conditions are met.

We will not redeem the Warrants as described above unless a registration statement under

the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants is then effective and a

current prospectus relating to those Class A ordinary shares is available throughout the measurement period.

If and when the Warrants

become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the Warrants is

not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.

We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states

in which the Warrants were offered by us in our IPO.

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.

Our Warrants may have an adverse effect on

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

We issued Public Warrants to purchase 12,500,000

of our Class A ordinary shares as part of the Units offered in the IPO and, we issued in a private placement an aggregate of 7,650,000

Private Placement Warrants, at $1.00 per warrant.

In addition, if the Sponsor makes any Working Capital Loans, it may convert those 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

to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares

upon exercise of these Warrants could make us a less attractive acquisition vehicle to a target business.

Such Warrants, when exercised,

will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares

issued to complete the business transaction.

Therefore, our Warrants may make it more difficult to effectuate a business transaction or

increase the cost of acquiring the target business.

Because each Unit contains one-half of

one Public Warrant and only a whole Public Warrant may be exercised, the Units may be worth less than units of other SPACs.

Each Unit contains one-half of one Public

Pursuant to the Warrant Agreement, no fractional Warrants will be issued upon separation of the Units, and only whole Units will

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

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

different from some other SPACs whose units include one ordinary share and one whole warrant to purchase one share.

We 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 whole warrant to purchase one share.

Holders of Class A ordinary shares will

not be entitled to vote on continuing the Company in a jurisdiction outside of the Cayman Islands.

As holders of our Class A ordinary shares,

our public shareholders will not have the right to vote on continuing the Company in a jurisdiction outside of the Cayman Islands (including

any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company,

in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands).

You will not be permitted to exercise your

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

If the issuance of the Class A ordinary shares

upon exercise of the Public Warrants is not registered, qualified or exempt from registration or qualification under the Securities Act

and applicable state securities laws, holders of Public warrants will not be entitled to exercise such warrants and such warrants 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.

We registered the Class A ordinary shares issuable

upon exercise of the Public Warrants in the registration statement for our IPO because the Warrants will become exercisable 30 days after

the completion of our initial business combination, which may be within one year of our IPO.

However, because the Warrants will be exercisable

until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the

requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination, under the terms

of the Warrant Agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days, after the closing

of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment

to the IPO registration statement or a new registration statement covering the registration under the Securities Act of the

Class A ordinary shares issuable upon exercise of the Warrants and thereafter will use our commercially reasonable efforts to cause

the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus

relating to the Class A ordinary shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance

with the provisions of the Warrant Agreement.

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

arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements

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

If the Class A ordinary shares issuable upon

exercise of the Warrants are not registered under the Securities Act, under the terms of the Warrant Agreement, holders of Warrants who

seek to exercise their Warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in

accordance with Section 3(a)(9) of the Securities Act or another exemption.

In no event will Warrants be exercisable for cash

or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance

of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption

from registration or qualification is available.

If our Class A ordinary shares are at the

time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered

securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of Warrants who seek

to exercise their Warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of

the Securities Act;

in the event we so elect, we will not be required to file or maintain in effect a registration statement or register

or qualify the shares underlying the Warrants under applicable state securities laws.

In no event will we be required to net cash settle

any Warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the Warrants

in the event that we are unable to register or qualify the shares underlying the Warrants under the Securities Act or applicable state

securities laws.

You may only be able to exercise your Public

Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A ordinary

shares from such exercise than if you were to exercise such warrants for cash.

The Warrant Agreement provides that in the following

circumstances holders of Warrants who seek to exercise their Warrants will not be permitted to do for cash and will, instead, be required

to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

(i) if the Class A ordinary

shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the terms of the Warrant

(ii) if we have so elected and the Class A ordinary shares are at the time of any exercise of a Warrant not listed

on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of

the Securities Act;

and (iii) if we have so elected and we call the Public Warrants for redemption.

If you exercise your Public Warrants on a cashless

basis, you would pay the warrant exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to

the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied

by the excess of the “fair market value” of our Class A ordinary shares (as defined in the next sentence) over the exercise

price of the Warrants by (y) the fair market value.

The “fair market value” is the average reported closing price of

the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice

of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Warrants, as applicable.

a result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such Warrants for cash.

The grant of registration rights to our Sponsor,

Cantor Fitzgerald & Co.

and other holders of our Private Placement Warrants may make it more difficult to complete our initial

business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to the registration rights agreement

entered into in relation to the IPO, our Sponsor, Cantor Fitzgerald & Co., and their permitted transferees can demand that we

register the Class A ordinary shares into which founder shares are convertible, holders of our Private Placement Warrants and their

permitted transferees can demand that we register the Private Placement Warrants and the Class A ordinary shares issuable upon exercise

of the Private Placement Warrants or holders of securities that may be issued upon conversion of Working Capital Loans and their permitted

transferees may demand that we register such Units, shares, Warrants or the Class A ordinary shares issuable upon exercise of such

Warrants and any other securities of the Company acquired by them prior to the consummation of our initial business combination.

bear the cost of registering these securities.

The registration and availability of such a significant number of securities for trading

in the public market may have an adverse effect on the market price of our Class A ordinary shares.

In addition, the existence of

the registration rights may make our initial business combination more costly or difficult to conclude.

This is because the shareholders

of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the

negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial

shareholders, holders of our Private Placement Warrants or holders of our Working Capital Loans or their respective permitted transferees

are registered.

General Risk Factors

Past performance by our management team, our

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

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

Information regarding our management team, our

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

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

Any past experience and performance by our management team, our

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

to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to

our shareholders, or of any results with respect to any initial business combination we may consummate.

You should not rely on the historical

experiences of our management team, our advisors and their respective affiliates, including investments and transactions in which they

have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us

or as indicative of every prior investment by each of the members of our management team, our advisors or their respective affiliates.

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

experience losses on their investment in our securities.

Cyber incidents or attacks directed at us or

third parties could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information

systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated and

deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems of infrastructure or the cloud that we utilize,

including those of third parties, 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 also lack 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 material adverse consequences

on our business and lead to financial loss.

We may be a passive foreign investment company,

or “PFIC,” which could result in adverse United States federal income tax consequences to U.S.

If we are a PFIC for any taxable year (or portion

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

Holder (as defined in the section of the IPO registration statement captioned

“ Taxation — United States Federal Income Tax Considerations — U.S Holders ”) of

our Class A ordinary shares or warrants, the U.S.

Holder may be subject to adverse U.S.

federal income tax consequences

and may be subject to additional reporting requirements.

Our PFIC status for our current and subsequent taxable years may depend

on whether we qualify for the PFIC start-up exception.

Depending on the particular circumstances the application of the start-up exception

may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Our actual PFIC

status for any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception,

potentially not until after the two taxable years following our current taxable year).

Accordingly, there can be no assurances with respect

to our status as a PFIC for our current taxable year or any subsequent taxable year.

Moreover, if we determine we are a PFIC for any taxable

year, upon written request, we will endeavor to provide to a U.S.

Holder such information as the IRS may require, including a PFIC

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

Holder to make and maintain a “qualified electing fund” election,

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

to our Warrants in all cases.

investors to consult their own tax advisors regarding the possible application of the

federal excise tax on stock buybacks

could be imposed on redemptions of our stock if we were to become a “covered corporation” in the future.

On August 16, 2022, President Biden signed

into law the Inflation Reduction Act of 2022, which, among other things, generally imposes a 1% U.S.

federal excise tax (the “ Excise

Tax ”) on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.)

corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations) occurring on or after January 1,

The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased.

amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances

against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the Excise Tax.

Department of the Treasury (the “ Treasury ”) has authority to provide regulations and other guidance to carry

out, and prevent the abuse or avoidance of the Excise Tax.

On December 27, 2022, the Treasury issued a notice that provides interim

operating rules for the Excise Tax, including rules governing the calculation and reporting of the Excise Tax, on which taxpayers may

rely until the forthcoming proposed Treasury regulations addressing the Excise Tax are published.

Although such notice clarifies certain

aspects of the Excise Tax, the interpretation and operation of other aspects of the Excise Tax remain unclear, and such interim operating

rules are subject to change.

On June 29, 2023, the IRS issued an announcement that, prior to the time specified in the forthcoming regulations,

taxpayers are not required to report or pay the Excise Tax.

However, this suspension of the reporting and payment of the Excise Tax is

temporary, and a substantial risk remains that any redemptions by a covered corporation would be subject to the Excise Tax.

We are currently not a “covered corporation”

for purposes of the Excise Tax.

If we were to become a “covered corporation” in the future, whether in connection with the

consummation of our initial business combination with a U.S.

company (including if we were to redomicile as a U.S.

corporation in connection

therewith) or otherwise, whether and to what extent we would be subject to the Excise Tax on a redemption of our stock would depend on

a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the

fair market value of the redemption treated as a repurchase of stock, (iii) the structure of our initial business combination, (iv) the

nature and amount of any “PIPE” or other equity issuances (whether in connection with our initial business combination or

otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock and (v) the content of forthcoming regulations

and other guidance from the Treasury.

As noted above, the Excise Tax would be payable by the repurchasing corporation, and not by the

redeeming holder, and only limited guidance on the mechanics of any required reporting and payment of the Excise Tax on which taxpayers

may rely have been issued to date.

The imposition of the Excise Tax on us as a result of redemptions by us could, however, reduce the

amount of cash available to pay redemptions or reduce the cash available to the target business in connection with our initial business

combination, which could cause investors in our securities who do not redeem or the other shareholders of the combined company to economically

bear the impact of such Excise Tax.

We are an emerging growth company and a smaller

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

to emerging growth companies or smaller reporting companies, which 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 Jumpstart our Business Startups Act of 2012 (the “ JOBS Act” ),

and we take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are

not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and shareholder approval of any golden parachute payments not previously approved.

As a result, our shareholders may not have access to

certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances

could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds

$700 million as of any June 30 th before that time, in which case we would no longer be an emerging growth company

as of the following December 31 st .

We cannot predict whether investors will find our securities less attractive because

we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions,

the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities

and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that

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

companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which

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

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

This may make comparison

of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards

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 the fiscal year in which (1) the market value of our ordinary shares

held by non-affiliates is equal to or exceeds $250 million as of the prior June 30 th , or (2) our annual

revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is

equal to or exceeds $700 million as of the prior June 30.

To the extent we take advantage of such reduced disclosure obligations,

it may also make comparison of our financial statements with other public companies difficult or impossible.

We employ a mail forwarding service, which

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

Mail addressed to the Company and received at

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

None of the Company,

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

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

to communicate with us.

Changes in the market for directors and officers

liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

The market for directors and officers liability

insurance for SPACs has changed in ways adverse to us and our management team.

Fewer insurance companies are offering quotes for directors

and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally

become less favorable.

These trends may continue into the future.

The increased cost and decreased availability

of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business

In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company,

the post-business combination entity might need to incur greater expense, accept less favorable terms or both.

However, any failure

to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s

ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an

initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct

alleged to have occurred prior to the initial business combination.

As a result, in order to protect our directors and officers, the post-business combination

entity may need to purchase additional insurance with respect to any such claims (“ run-off insurance ”).

for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate

our ability to consummate an initial business combination on terms favorable to our investors.

Increases in inflation in the United States

and elsewhere could make it more difficult for us to complete our initial business combination.

Increases in inflation in the United States

and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international

economic disruptions, any of which could make it more difficult for us to complete our initial business combination.

We have no operating history and are subject

to a mandatory liquidation requirement if we do not complete an initial business combination within the completion window.

As such, there

is a risk that we will be unable to continue as a going concern if liquidity needs arise or if we do not consummate an initial business

combination by the applicable deadline.

If we are unable to effect an initial business combination by the deadline, we will be forced

to liquidate.

We are a special purpose acquisition company, and as we have no operating history and are subject to a mandatory liquidation requirement, there is a risk that we will be

unable to continue as a going concern if liquidity needs arise or if the Company is unable to complete a business combination within

the completion window and does not further extend such date with the approval of its shareholders or raise additional funds to

alleviate such liquidity needs.

Although the Company plans to complete an initial business combination within the completion window,

there can be no assurance that the Company will be able to consummate an initial business combination by such date.

In connection

with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards Update (“ ASU ”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability

to Continue as a Going Concern,” management has determined that if the Company is unable to complete an initial business

combination and raise additional funds to alleviate liquidity needs and since the mandatory liquidation deadline is less than 12

months away, there is substantial doubt that the Company will operate as a going concern.

If we are unable to complete our initial

business combination within such completion window, we will as promptly as reasonably possible but not more than ten business days

thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest

to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and

complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the

right to receive further liquidation or other distributions, if any) subject to our obligations under Cayman Islands law to provide

for claims of creditors and subject to the other requirements of applicable law.

There will be no redemption rights or liquidating

distributions with respect to our Warrants, which will expire worthless if we fail to complete our initial business combination

within the completion window.

The success of our business will depend,

in part, on the growth of existing and emerging uses for neo magnets.

Our strategy is to produce and sell neo magnets,

which are used in existing and emerging technologies, such as hybrid and electric vehicles, wind turbines, robotics, medical equipment,

military equipment and other high-growth, advanced motion technologies.

The success of our business accordingly depends on the continued

growth of these end markets and successfully commercializing neo magnets, in such markets.

If the market for these 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.

In addition, the market for these technologies,

particularly in the automotive and wind turbine industry, tends to be cyclical, which exposes us to increased volatility, and it is uncertain

as to how such macroeconomic factors will impact our business.

A prolonged or significant economic contraction

in the United States or worldwide could put downward pressure on market prices of neo magnets.

Protracted periods of low prices for

neo magnets could significantly reduce revenues and the availability of required development funds in the future.

This could cause substantial

reductions to, or a suspension of, magnet production operations, impair asset values and reduce our results of operations and financial

Demand for our products may be impacted by demand

for downstream products incorporating neo magnets, including hybrid and electric vehicles, wind turbines, robotics, medical equipment,

military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronic industries.

Lack of growth or changes in these markets may adversely affect the demand for our products.

Any unexpected costs or delays in the commercialization

of neo magnets or any of our other expected products, or less than expected demand for the critical existing and emerging technologies

that use neo magnets, could have a material adverse effect on our financial condition or results of operations.

An increase in the global supply of neo

magnets or, dumping, predatory pricing and other tactics by our competitors or state actors may adversely affect our profitability.

The pricing and demand for neo magnets is

affected by a number of factors beyond our control, including growth of economic development and the global supply and demand for

China is projected to continue to account for a substantial portion of global neo production in the near future.

dominates the manufacture of metals and neo magnets from rare earths, capabilities that are not currently materially present in the

United States, and the Chinese Central Government regulates production via quotas and environmental standards.

Over the past

few years, there has been significant restructuring of the Chinese markets in line with China Central Government policy.

Assuming that we reach anticipated production rates for neo magnets and other planned downstream products and subsequently become

fully operational and integrated, increased competition may lead our competitors to engage in predatory pricing or other behaviors

designed to inhibit our further downstream integration.

Any increase in the amount of neo magnets or related products available in

the market, including those exported from other nations would result in increased competition and may result in price reductions,

reduced margins or loss of potential market share, any of which could materially adversely affect our profitability.

As a result of

these factors, we may not be able to compete effectively against current and future competitors.

The Round Top Project is at the exploration

stage and we have not commenced construction or commission of the mine nor related facilities, and the development of the Round Top Project

into a producing mine is subject to a variety of risks, any number of which may cause the development of the Round Top Project into a

producing mine to not occur, be delayed, or not result in the commercial extraction of minerals.

We do not have declared mineral resources as defined

under Item 1300 and has not yet begun to extract minerals from the Round Top Project.

The Round Top Deposit might not be able to be commercially

mined and our ongoing exploration programs may not result in the development of profitable commercial mining operations.

Few properties

or deposits that are explored are ultimately developed into producing mines.

Major expenses will be required to complete the Round Top

We may not be able to develop the Round Top project into an operating mine and doing so may not result in the commercial extraction

of mineral deposits.

There are many factors that may result in the Round Top Project not reaching completion or production, including

failure to obtain adequate funding, failure to successfully complete a pre- or a definitive feasibility study that the project could profitably

produce rare earth minerals, failure to meet lease related timelines, failure to satisfy other operational risks regarding obtaining adequate

power, water, expertise and human resources, failure to obtain and sustain the necessary permits for operations and other aspects of the

business of operating the Round Top Project.

We may never reach commercial or profitable production of rare earth minerals.

Round Top Project is mined, we may not realize profits from our exploration or development activities in the short, medium, or long term.

The actual risks that we will face in the future in connection with the Round Top Project are unknown at this time, but may include:

● The preliminary and definitive feasibility studies, when delivered,

may not support the economic viability of the Round Top Project moving forward, and the assumptions used in the studies to underpin the

viability of the Round Top Project (including, but not limited to, the prices of critical minerals, rare earth minerals or lithium) may

not remain accurate in the future.

● We are in the process of developing a flow sheet with respect

to the processing of rare earth minerals from our assets in the Round Top Project, but we may not be able to do so.

If we are unable

to develop a flow sheet that results in profitable production, our business and results of operations may be harmed.

● An increase in the global supply of rare earth magnets or critical

and rare earth minerals and lithium related products, dumping, predatory pricing and other tactics by our competitors or state actors

may adversely affect our profitability.

● When compared to many industrial and commercial operations,

mining exploration and development projects are high risk and subject to uncertainties.

Each mineral resource is unique and the nature

of the mineralization, and the occurrence and grade of the minerals, as well as behavior of the mineral resource during mining, are unpredictable.

Any mineral resource estimates may be materially different from mineral quantities we may recover, any life-of-mine estimates may

prove inaccurate and market price fluctuations and changes in operating and capital costs may render mineral resources uneconomic to

Uncertainty and/or error in our estimates of minerals in the Round Top Deposit could result in lower-than-expected revenues

and higher-than-expected costs.

● The mining and production of rare earth and critical minerals

and lithium and related products is a highly competitive industry in a high demand and growth environment and additional rare earth and

critical mineral and lithium manufacturing, refining and mining competitors could result in a reduction in revenue.

● The imposition of tariffs related to rare earths and other critical

minerals and a resulting trade dispute could disrupt the market for our products.

● The mining and production of rare earth and critical minerals

and lithium and related products is a capital-intensive business that requires the commitment of substantial resources;

not have sufficient capital or resources to provide for such activities, it could negatively impact our business.

● The performance of the Round Top Project will depend on its

ability to reach favorable production rates for the separation of rare earths.

● The revenue generated by the Round Top Project may be negatively

impacted by possible competition from substitutions for critical and rare earth minerals and lithium.

● Our continued growth depends on our ability to obtain commercial

deployment of our mineral processing and purification technology, or the identification of third-party technologies or processes,

and the ability of any such technology and/or processes to efficiently process and purify one or more feedstocks of mixed rare earth

mineral concentrates.

● Actual capital costs, operating costs, production and economic

returns may differ significantly from those we have anticipated, and future development activities may not result in profitable mining,

processing or production operations.

● The Round Top Project has no operating history on which to base

estimates of future operating costs and capital requirements.

Before operations commence, any projections we may produce are based upon

estimates and assumptions made at the time they were prepared.

If these estimates or assumptions prove to be incorrect or inaccurate,

our actual operating results may differ materially from any forecasted results.

● Our resource estimates, if any, may change significantly when

new information or techniques become available.

In addition, by their very nature, resource estimates are imprecise and depend to some

extent on interpretations, which may prove to be inaccurate.

As further information becomes available through additional fieldwork and

analysis, our estimates, if any, are likely to change and these changes may result in a reduction in our resources.

These changes may

also result in alterations to our development and mining plans, which may, in turn, adversely affect our operations.

● We face opposition from organizations that oppose mining which

may disrupt or delay our Round Top Project.

● We will be required to obtain and sustain governmental permits

and approvals to develop and operate the Round Top Project, a process which is often costly, time-consuming and somewhat uncertain

as to outcome.

These permits may include permits related to disposal of radioactive mineral waste, which will depend on how we conduct

our processing operations in the future as well as what thresholds (regarding whether a permit is required or not) are set by the government

at that point in time.

Failure to obtain or retain any necessary permits or approvals for our planned operations may negatively impact

our business.

● Our mining rights are held by one of our subsidiaries, which as of December 31, 2024, is owned

approximately 81% by the Company and approximately 19% by a minority member of the applicable subsidiary.

If the minority member

does not meet its capital contribution requirements, then we would need to raise additional funds to cover the minority

member’s shortfall in connection with the Round Top Project in exchange for additional equity in the subsidiary.

Additionally,

if the value of the equity of the minority member increases then the rate of dilution of the minority member’s equity in the

subsidiary will decrease.

Further, our interests may not align at all times with such minority member and divergence of interests

may negatively impact our business.

● A third-party has obtained prospecting permits from the

GLO for land in close proximity to our Round Top Project, including land for which we have an active surface lease.

There is a possibility

for the third-party to convert such prospecting permits into mineral leases and, if converted, such mineral leases would potentially

impact our ability to conduct our operations as currently planned.

● Land reclamation and mine closure may be burdensome and costly.

● Because of the dangers involved in the mining of minerals, there

is a risk that we may incur liability or damages as we conduct our business.

● We and our management do not have experience operating a mine

and may not have a complete or accurate understanding of the risks we may face in the future related to the Round Top Project.

We operate in a highly competitive industry

in a high demand and growth environment and additional manufacturing, refining and mining competitors could result in a reduction in revenue.

The rare earth magnet production and critical

and rare earth minerals mining and processing markets are capital intensive and competitive.

Production of neo magnets, and critical and

rare earth minerals is dominated by our 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, our Chinese competitors have historically

been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and

other governmental regulations and lower labor and benefit costs.

For instance, many of our Chinese competitors dispose of the waste material

from beneficiation in wet tailings dams, which are significantly less expensive to operate and potentially more harmful to the environment

than the dry tailings method that we would expect to employ.

Even upon successful completion of our planned business stages and/or Projects,

if we are not able to achieve our anticipated costs of production, then any strategic advantages that our competitors may have over us,

including, without limitation, lower labor, compliance and production costs, could have a material adverse effect on our business.

Some of our competitors have made, or may make,

acquisitions or enter into partnerships or other strategic relationships to achieve competitive advantages.

In addition, new entrants

not currently considered competitors may enter our market through acquisitions, partnerships or strategic relationships.

We expect these

trends to continue as demand for neo magnets and critical and rare earth materials increases.

Industry consolidation may result in competitors

with more compelling product offerings or greater pricing flexibility than we have, or business practices that make it more difficult

for us to compete effectively, including on the basis of price, sales, technology or supply.

These competitive pressures could have a

material adverse effect on our business.

Changes in China’s or the United States’

political environment and policies, including changes in export/import policy may adversely affect our business.

Because of the current dominance of China in the

critical and rare earth minerals industry, the possibility of adverse changes in trade or political relations with China, political instability

in China, increases in labor or shipping costs, the occurrence of prolonged adverse weather conditions or a natural disaster such as an

earthquake or typhoon, or the outbreak of another global pandemic disease like COVID-19 could severely interfere with our industry

and would have a material adverse effect on our operations.

Our sales may be adversely affected by the current

and future political environment in China and the policies of the China Central Government.

China could oversupply our markets in the

United States and elsewhere with either cheaper magnet products or rare earth minerals or feedstock.

China has historically heavily subsidized

its domestic rare earth producers with respect to both rare earth feedstock and magnets.

The United States government has called

for substantial changes to foreign trade policy with China and has from time to time raised (as well as has proposed to further raise

in the future), tariffs on several Chinese goods.

China has at times retaliated with increased tariffs on United States goods, or

the ban of exports of rare earth technologies and feedstock to other countries such as the United States.

While some impacts of Chinese

trade policy may be beneficial for our business, any changes in United States trade policy could trigger retaliatory actions by affected

countries, including China, resulting in trade wars which could likely result in increased volatility in the prices of rare earth and

critical minerals, necessary feedstock, and neo magnets.

Furthermore, unless and until these dynamic changes in favor of the increased

competitiveness of domestic production, domestic production may not be economically viable in the global market place.

As we are heavily

dependent upon third-party feedstock unless and until our Round Top Project becomes a producing mine capable of satisfying our feedstock

needs, if ever, and as China currently dominates the global supply of rare earth feedstock necessary for the production of neo magnets,

any changes in United States and China relations, including through changes in policies by the Chinese government could adversely

affect our financial condition and results of operations, including:

changes in laws, regulations or the interpretation thereof, confiscatory

taxation, governmental royalties, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization

of private enterprises.

The production of neo magnets is a capital-intensive business

that requires the commitment of substantial resources;

if we do not have sufficient capital or other resources necessary to provide for

such production, it could negatively impact our business.

Neo magnet production requires large amounts of

capital, and long-term production and processing requires significant capital investment, working capital, and ongoing maintenance

We expect to materially increase our capital expenditures and working capital requirements to begin production of neo magnets

and support the growth of our business and operations.

We do not currently have sufficient capital to fund our anticipated capital expenditures.

We will need to raise additional capital (debt or equity) to complete or fund our Projects.

Our business plan is based on, among other

things, expectations as to capital expenditures and if we are unable to fund those capital expenditures or the level of necessary capital

expenditures increases above our current expectations, we will not achieve the targets set forth in our business plan or be able to develop

currently contemplated or future capital projects or be able to continue production at cost-effective levels.

We may not be able

to raise additional capital (debt or equity) to complete or fund our projects.

Furthermore, any such reduction in capital expenditure

may cause us to forego some of the benefits of any future increases in commodity prices, as it is generally costly or impossible to resume

production immediately or complete a deferred expansionary capital expenditure project once delayed, which may adversely affect our results

of operations or financial condition.

The amount of capital required for completion

and build-out of our Projects may increase materially from our current estimates, and we expect to raise further funds through

equity or debt financing, joint ventures, production sharing arrangements or other means.

Consequently, we depend on

our ability to successfully access the capital and financial markets.

Any inability to access the capital or financial markets may limit

our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

Until commercial production is achieved from our

Projects, we will continue to incur operating and investing net cash outflows associated with including, but not limited to, build out

and growth of our Stillwater Facility, maintaining and acquiring properties, undertaking ongoing activities and the funding obligations

to develop the assets of our Projects.

We will require additional capital to fund our ongoing operations, complete our Stillwater Facility,

and — in connection with our Round Top Project — explore and define rare earth mineralization and establish

any future mining or rare earth manufacturing operations.

Such additional funding may not be available to us on satisfactory terms, or

In order to finance our future ongoing operations

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

the type and terms of any financing we pursue, shareholders’ rights and the value of their investment in our ordinary shares could

Any additional equity financing will dilute shareholdings.

If the issuance of new securities results in diminished rights

to holders of our ordinary shares, the market price of our ordinary shares could be negatively impacted.

New or additional debt financing,

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

In addition, if we issue secured debt, the holders

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

Interest on such

debt would increase costs and negatively impact operating results.

If we are unable to obtain additional financing,

as needed, at competitive rates, our ability to fund our current operations and implement our business plan and strategy will be affected,

and we would be required to reduce the scope of our operations and scale back our exploration, development and mining programs.

is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with

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

Certain market disruptions may

increase our cost of borrowing or affect our ability to access one or more financial markets.

Such market disruptions could result from:

● adverse economic conditions, including inflationary factors

and recessionary fears;

● adverse general capital market conditions, including rising

interest rates;

● poor performance and health of the neo magnets industry in general;

● bankruptcy or financial distress of neo magnet companies or

● significant decrease in the demand for neo magnets;

● adverse regulatory actions that affect our exploration and construction

plans or the use of our current and planned products generally.

If additional capital is not available in sufficient

amounts or on a timely basis, the Company will experience liquidity problems, and the Company could face the need to significantly curtail

current operations, change our planned business strategies and pursue other remedial measures.

Any curtailment of business operations

would have a material negative effect on operating results, the value of the Company’s outstanding common and preferred shares and

the Company’s ability to continue as a going concern.

Any failure by management to manage growth

properly could negatively impact our business.

Future growth may place strains on our financial,

technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, thus, potentially

adversely affecting our financial position and results of operations.

We may not be successful in upgrading our technical, operational

and administrative resources or increasing our internal resources sufficiently to provide certain of our services currently provided by

third parties or which will be necessary in the future.

Our inability to achieve or manage growth may materially and adversely affect

our business, results of operations and financial condition.

A power or other utility disruption or shortage

at our Projects could temporarily delay operations and increase costs, which may negatively impact our business.

Our facilities currently rely on electricity and

other utilities each provided by a single utility company in West Texas and North-Central Oklahoma, respectively.

Instability in

electrical or other utility supply could cause sporadic outages and brownouts.

Any such outages or brownouts could have a negative impact

on our production.

As a result, our revenue could be adversely impacted and our relationships with our customers could suffer, adversely

impacting our ability to generate future revenue and otherwise perform our contractual obligations.

In addition, if power to any of our

Projects is disrupted during certain phases of our production processes, we may incur significant expenses that may adversely affect our

Increasing costs, including rising electricity

and other utility costs, or limited access to raw materials may adversely affect our profitability.

We use significant amounts of electricity and

other utilities, including water, in our operations at our Projects and such usage will increase as we increase production.

significant amounts of raw materials, whether rare earth feedstock or other raw materials such as chemical reagents used to process rare

earth oxides.

We will need to purchase utilities and raw materials in the open market and as a result, we could be subject to significant

volatility in cost and availability.

We may not be able to pass increased prices of such utilities or raw materials through to our customers

in the form of price increases.

If the Round Top Project is not completed, operative, and commercial, we will be wholly reliant on third-party sources

for feedstock for neo production which could be costly and damaging to results of operations.

A significant increase in the price or decrease

in the availability of these utilities or raw materials, could materially increase our operating costs and adversely affect our profit

margins and production volumes.

Fluctuations in transportation costs or

disruptions in transportation services or damage or loss during transport could decrease our competitiveness or impair our ability to

deliver products to our customers.

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, government restrictions, work stoppages, pandemics, derailments, damage or loss

events, adverse weather conditions, 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.

We will need to produce our products to

exacting specifications in order to provide future customers with a consistently high-quality product.

An inability to meet

individual customer specifications would negatively impact our business.

Upon commencing commercial operations at our Stillwater

Facility, we need to produce neo magnets to meet customer needs and specifications and to provide customers with a consistently high-quality product

and to meet ever-stricter purity requirements.

An inability to perfect the neo magnet production process to the level necessary in

order to meet individual customer specifications may have a material adverse effect on our financial condition or results of operations.

In addition, customer needs and specifications may change with time.

Any delay or failure in developing processes to meet changing customer

needs and specifications may have a material adverse effect on our financial condition or results of operations.

Additionally, natural

disasters, could also impact the facilities of our customers, which could have a material adverse effect on our ability to deliver our

product to our customers or our customer’s demand for our products.

Diminished access to water may adversely

affect our operations.

Processing of rare earth oxides requires significant

amounts of water.

Any disruption in the process or loss of access to adequate water sources could prompt the need for significant access

to fresh water.

Additionally, once we complete the Round Top Project and our Stillwater Facility, we will require an even greater amount

of water for our separation and extraction operations, including additional fresh water.

With respect to the Round Top Project, we maintain

and operate one water supply well field, which currently contains two wells, for potable and process water and own and/or lease land and

wells in another water supply well field that we may be able to operate in the future.

Any disruption to our current process or decrease

in available water supply may have a material adverse effect on our operations and our financial condition or results of operations.

addition, future regulation or industry best practices may require more complex water reuse and recycling processes, which may increase

operating costs.

Work stoppages or similar difficulties,

breakdown in labor relations, or a shortage of skilled technicians and engineers could significantly disrupt our operations and reduce

our revenues.

A work stoppage by any of the third-parties providing

services in connection with construction at our Projects could significantly delay our Projects, especially our Stillwater Facility, and

disrupt our operations, reduce our revenues and materially adversely affect our results of operations.

Efficient production of critical

minerals and rare earth products 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.

In the event that 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.

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to

achieve our desired level of growth and our business could suffer.

We highly value and depend on the contributions

of our senior management and key personnel, particularly our experts with respect to magnet production.

Our success continues to depend

largely upon the performance of key officers, employees and consultants who have advanced us to our current stage and contributed to our

potential for future growth.

The market for qualified talent has become increasingly competitive, with shortages of qualified talent relative

to the number of available opportunities being experienced in all markets where we conduct our operations.

The ability to remain competitive

by offering higher compensation packages and programs for growth and development of personnel, with a view to retaining existing talent

and attracting new talent, has become increasingly important to us and our operations in the current climate.

We may not be able to replace

our senior management or key personnel (including personnel that are key to magnet production) with persons of equivalent expertise and

experience within a reasonable period of time or at all if one or more of our senior management and key personnel are not retained, and

we may incur additional expenses to recruit, train and retain additional personnel.

Any prolonged inability to retain key individuals,

or to attract and retain new talent as we grow, could have a material adverse effect upon our growth potential and prospects.

Additionally,

we have not purchased any “key-man” insurance for our directors, officers or key employees.

We are subject to certain agreements with

government entities that have provided us with certain incentives and favorable financing and contain conditions and obligations, including

local investment, job creation, and repayment terms, that, if not complied with, could negatively impact our business or require us to

repay that financing or lose access to those incentives.

We have been offered incentives by the State of

Oklahoma, as well as the city of Stillwater, Oklahoma, to locate and operate our Projects, especially our Stillwater Facility.

These incentives

include cash grants, development financing at favorable terms, certain tax exemptions and rights to participate in government-subsidized jobs

programs, among other things.

If we do not comply with certain conditions and obligations in any such agreements, the governmental entities

may terminate the respective agreement under which the incentives are to be provided, potentially resulting in the Company being required

to repay certain funds and/or losing access to the applicable incentives and subsidized jobs programs.

For more information on these agreements

with government entities, see the section entitled “ Information About USARE — Government Programs and Grants ”.

The holders of our preferred stock have

certain approval rights over actions taken by the Company, including related to incurring debt.

If we are unable to secure those approvals

or do so in a timely manner, we may fail to access debt capital when otherwise necessary or advisable.

The holders of our preferred stock have

certain approval rights over actions taken by the Company, including:

liquidation, dissolution or wind-up of the Company,

amendment of the Company’s organizational documents, creation or issuance of the Company’s equity interests, the

purchase or redemption of our preferred stock, entrance into affiliate transaction (subject to certain exceptions) or the incurrence

of debt by the Company above certain specified thresholds.

The approval rights remain in effect as long as certain parties specified

in the Series A Preferred Stock Certificate of Designation (as defined below) own 20% or more of our Series A Preferred Stock and require the

approval of a majority holders of our preferred stock.

Our obligations to the holders of our preferred stock could limit our ability

to obtain additional financing or increase our borrowing costs, which could have an adverse effect on the value of our equity.

issue additional shares of preferred stock in the future, they would likely also have preference over our common stock with respect

to payment of dividends or upon our liquidation, dissolution or winding up.

So long as we have preferred stock outstanding, the

rights of the holders of our common stock could be adversely affected, including as a result of any delay in receiving any necessary

approvals from the holders of our preferred stock or as a result of our preferred stock making it more difficult for another company

to acquire us.

Our business may be adversely affected by

force majeure events outside our control, including labor unrest, civil disorder, war, subversive activities or sabotage, extreme weather

conditions, fires, floods, tornados, explosions or other catastrophes, epidemics or quarantine restrictions.

We may be impacted by natural disasters, wars,

health epidemics or pandemics or other events outside of our control.

For example, our Stillwater Facility is located in Stillwater, Oklahoma,

which is in the geographical area known as “tornado alley”.

If major disasters such as tornados, earthquakes, wildfires, health

epidemics or pandemics, floods or other events occur, or our information system or communications network breaks down or operates improperly,

our ability to continue operations at our Projects may be seriously damaged, or we may have to stop or delay production and shipment of

our products.

We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact

on our business, operating results and financial condition.

Our success depends on developing and maintaining

relationships with local communities and stakeholders.

Our ongoing and future success depends on developing

and maintaining productive relationships with the communities surrounding our Projects, including those people who may have rights or

may assert rights to certain of our properties and other stakeholders in our operating locations.

Local communities and stakeholders may

be dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil

unrest, protests, direct action or campaigns against us.

Any such occurrence could materially and adversely affect our business, financial

condition or results of operations, as well as our ability to commence or continue exploration or mine development activities.

Since its inception, USARE OpCo has generated

negative operating cash flows and we may experience negative cash flow from operations in the future.

USARE OpCo’s consolidated

financial statements have been prepared on a going concern basis.

Since its inception, USARE OpCo has generated

negative operating cash flows and we may experience negative cash flow from operations in the future.

USARE OpCo’s consolidated

financial statements, which were included in the Company’s Current Report on Form 8-K, which was filed with the SEC on March 19,

2025, have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the

normal course of business.

USARE OpCo’s independent registered public accounting firm has included in its report for the year ended

December 31, 2024 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

and USARE OpCo’s ability to continue as a going concern is contingent upon, other factors, our ability to achieve our revenue forecasts

and our ability to raise additional capital through sales of our securities, including this offering, and incurrence of debt, as needed

to fund future growth.

Our future operations are dependent upon the identification and successful completion of equity or debt financings

and the continued achievement of profitable operations at an indeterminate time in the future.

We may not be successful in completing

equity or debt financings or in achieving profitability.

The financial statements do not give effect to any adjustments relating to the

carrying values and classifications of assets and liabilities that would be necessary should we be unable to continue as a going concern.

Risks Related to Legal, Compliance, and Regulations

Our operations at our Projects are subject,

or may become subject, to extensive and costly environmental requirements;

and current and future laws, regulations and permits impose

or may impose significant costs, liabilities or obligations or could limit or prevent our ability to continue our current operations or

to undertake new operations.

We are subject, or may be subject in the future,

to numerous and detailed, federal, state and local environmental laws, certifications, regulations and permits, including, without limitation,

those pertaining to employee health and safety, air emissions, water usage, wastewater and stormwater discharges, air quality standards,

GHG, emissions, water usage and pollution, waste management, plant and wildlife protection, handling and disposal of radioactive substances,

remediation of soil and groundwater contamination, land use, reclamation and restoration of properties, the discharge of materials into

the environment, procurement of certain materials used in our operations and groundwater quality and availability.

These requirements

may result in significant costs, liabilities and obligations, impose conditions that are difficult to achieve or otherwise delay, limit

or prohibit current or planned operations.

These requirements may in the future result in the exploration and development in connection

with our Round Top Project being delayed, limited or prevented, and development operations may be curtailed.

Failure to comply with these

laws, regulations and permits, including as they evolve, may result in the assessment of administrative, civil and criminal penalties,

the issuance of injunctions to limit or cease operations, fines, the suspension or revocation of permits and other sanctions or the loss

of support from key stakeholders.

Pursuant to such requirements, we may also be subject to third-party claims, including for damages

to property or injury to persons arising from our operations.

Moreover, environmental legislation and regulation, as well as the expectations

of stakeholders, are evolving in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance,

cessation of operations, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers,

directors and employees.

Any changes in these laws, regulations or permits (or the interpretation or enforcement thereof) or any sanctions,

damages, costs, obligations or liabilities in respect of these matters could have a material adverse effect on our business and/or the

results of our operations and financial condition.

We will be required to obtain and maintain

governmental permits and approvals to develop and operate the Projects, a process which is often costly and time-consuming.

to obtain or retain any necessary permits or approvals for our planned operations may negatively impact our business.

We are required to obtain and renew governmental

permits and approvals for our Projects in connection with any exploration and development activities that we may in the future undertake

and, prior to mining any mineralization that we discover, we may be required to obtain additional governmental permits and approvals that

we do not currently possess or anticipate.

Obtaining and renewing any of these governmental permits is a complex, time-consuming and

uncertain process involving numerous jurisdictions, multiple government agencies, public hearings and possibly costly undertakings.

timeliness and success of permitting efforts are contingent upon many variables, some of which are not within our control, including the

interpretation of approval requirements administered by the applicable governmental authority as well as the time required for, and the

outcome of, any necessary environmental impact assessment.

We may not be able to obtain or renew permits

or approvals that are necessary to our planned operations, or we may discover that the cost and time required to obtain or renew such

permits and approvals exceeds our expectations.

Any unexpected delays, costs or conditions associated with the governmental approval process

could delay our planned exploration, development and mining operations, which in turn could materially adversely affect our prospects,

revenues and profitability.

In addition, our prospects may be adversely affected by the revocation or suspension of permits or by changes

in the scope or conditions for use of any permits obtained.

For example, while many of the permits required

for development of the Round Top Project come, or are expected to come, from the State of Texas, it is possible that the project will

require a permit from the federal governments, such as a permit under Section 404 of the Clean Water Act.

If the project requires a federal

permit, the project will be subject to environmental review under the NEPA.

In that circumstance, in addition to additional permitting

review, NEPA also provides an additional avenue for opponents to challenge the project.

For example, in addition to the permits that we

have been issued to date, we are required to obtain other permits and approvals before construction or operations related to zoning, rezoning,

construction mining, mineral concentration and chemical manufacturing.

To obtain certain permits, we may be required to conduct environmental

studies and collect and present data to governmental authorities pertaining to the potential impact of our current and future operations

upon the environment and to take steps to avoid or mitigate those impacts.

The permitting rules, and interpretation thereof, are complex

and have generally become more stringent over time.

In some cases, the public (including environmental interest groups) has rights to

comment upon, and submit objections to, permit applications and environmental impact statements prepared in connection therewith, and

otherwise participate in the permitting process, including challenging the issuance of permits, validity of environmental impact statements

and determinations and performance of permitted activities.

Accordingly, permits required for our operations, including our Projects,

may not be issued, maintained, exchanged, amended or renewed in a timely fashion or at all, or may be issued or renewed upon conditions

that restrict our ability to conduct our operations economically.

Any such failure to obtain, maintain, exchange, amend or renew permits,

or other permitting delays or conditions, including in connection with any environmental impact analyses, could have a material adverse

effect on our business, results of operations and financial condition.

Private parties, such as environmental organizations

and local residents, frequently attempt to intervene in the permitting process to persuade regulators to deny necessary permits or seek

to overturn permits that have been issued.

These third-party actions can materially increase the costs of and cause delays in the

permitting process and could cause us not to proceed with the development or operation of a property.

In addition, our ability to successfully

obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake

such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or

may not be required by law.

Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely

affected by real or perceived detrimental events associated with our activities.

Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering

and similar laws and regulations could negatively impact our reputation and results of operations.

The legal and regulatory framework in which we

operate is complex, and our governance and compliance policies and processes may not prevent potential breaches of law or accounting or

other governance practices.

Our operating and ethical codes, among other standards and guidance, may not prevent instances of fraudulent

behavior and dishonesty, nor guarantee compliance with legal and regulatory requirements.

We are required to comply with anti-corruption laws

and regulations imposed by governments around the world with jurisdiction over our operations, which may include Australian

anti-bribery and corruption legislation, as well as the laws of the other countries (for example, the U.S.

Foreign Corrupt Practices

Act and the UK’s Bribery Act 2010) where we do business or have a close connection.

These laws and regulations may restrict

our operations, trade practices, investment decisions and partnering activities.

These and other applicable laws prohibit us and our officers,

directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or

providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining

business or otherwise obtaining favorable treatment.

We are subject to the jurisdiction of various governments and regulatory agencies

around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for

issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

Our failure to successfully comply with these

laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil

penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures.

Investigations

of alleged violations can be expensive and disruptive.

Compliance, on the other hand, often adds cost and complexity to the permitting

process and subsequent operations.

We continuously develop and maintain policies and procedures designed to comply with applicable anti-corruption,

anti-bribery, anti-money laundering and similar areas.

However, there can be no guarantee that our policies and procedures will effectively

prevent violations by our employees or business partners acting on our behalf, for which we may be held responsible, and any such violation

could adversely affect our reputation, business, results of operations and financial condition.

Our operations at our Projects are subject,

or may become subject, to environmental, health and safety regulations, which could impose additional costs and compliance requirements,

and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

Our operations at our Projects are subject to

compliance with various environmental, health and safety laws, regulations, permitting requirements and standards.

We are subject to environmental laws, regulations

and permits in the various jurisdictions in which we operate.

These environmental laws, regulations, and permits present greater risks

if we progress our mining operations.

Such regulations would include those relating to, among other things, the removal and extraction

of natural resources, the emission and discharge of materials into the environment, including plant and wildlife protection, remediation

of soil and groundwater contamination, reclamation and closure of properties, including waste storage facilities, groundwater quality

and availability, and the handling, storage, transport and disposal of wastes and hazardous materials.

Pursuant to such requirements,

we may be subject to inspections or reviews by governmental authorities.

Failure to comply with these environmental requirements may expose

us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations.

We expect to continue to

incur significant capital and other compliance costs related to such requirements.

These laws, regulations and permits, and the enforcement

and interpretation thereof, change frequently and generally have become more stringent over time.

If our noncompliance with such regulations

were to result in a release of hazardous materials into the environment, such as soil or groundwater, we could be required to remediate

such contamination, which could be costly.

Moreover, noncompliance could subject us to private claims for property damage or personal

injury based on exposure to hazardous materials or unsafe working conditions.

In addition, changes in applicable requirements or stricter

interpretation of existing requirements may result in costly compliance requirements or otherwise subject us to future liabilities.

occurrence of any of the foregoing, as well as any new environmental, health and safety laws and regulations applicable to our business

or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, financial

condition and results of operations.

We also could be liable for any environmental

contamination at, under or released from our or our predecessors’ currently or formerly owned or operated properties or third-party waste

disposal sites.

Certain environmental laws impose joint and several strict liability for releases of hazardous substances at such properties

or sites, without regard to fault or the legality of the original conduct.

A generator of waste can be held responsible for contamination

resulting from the treatment or disposal of such waste at any off-site location (such as a landfill), regardless of whether the generator

arranged for the treatment or disposal of the waste in compliance with applicable laws.

Costs associated with liability for removal or

remediation of contamination or damage to natural resources could be substantial and liability under these laws may attach without regard

to whether the responsible party knew of, or was responsible for, the presence of the contaminants.

Accordingly, we may be held responsible

for more than our share of the contamination or other damages, up to and including the entire amount of such damages.

In addition to potentially

significant investigation and remediation costs, such matters can give rise to claims from governmental authorities and other third parties,

including for orders, inspections, fines or penalties, natural resource damages, personal injury, property damage, toxic torts and other

Our costs, liabilities and obligations relating to environmental matters could have a material adverse effect on our business,

financial position and results of operations.

Additionally, due to the nature of our operations,

our employees and contractors are exposed to varying degrees of risk in the workplace.

These risks may include exposure to dangerous situations,

machinery or materials and/or health hazards and have the potential to result in disease, personal injury or death.

We are subject to

laws and regulations concerning the health, safety and security of our employees (including third-party personnel) working at sites

and persons who are not employed by us but may be directly affected by our operations under our management and, accordingly, must implement

adequate health and safety systems and procedures.

Health and safety incidents can result in loss of life, losses and liabilities, work

stoppages, serious damage to equipment or property or environmental damage.

These risk factors can, singularly or in combination, have

a material effect on our reputation, results of operations and financial condition.

In the event of disease, injury or death arising out

of the negligence of an employer or its employees, a risk of civil and, in certain circumstances, criminal litigation exists.

of a work-related fatality, an employer may be subjected to criminal charges in a court of law.

Furthermore, such incidents can result

in citations for violation of various health and safety laws and regulations that could have a material adverse effect on our results

of operations, financial condition and/or prospects.

The impacts of climate change may adversely

affect our operations and/or result in increased costs to comply with changes in regulations.

Climate change is an international and community

concern which may directly or indirectly affect our business and current and future activities.

The continuing rise in global average

temperatures has created varying changes to regional climates across the world and extreme weather events have the potential to delay

or hinder our exploration activities at our mineral projects, and to delay or cease operations at any future mine.

This may require us

to make additional expenditures to mitigate the impact of such events which may materially and adversely increase our costs and/or reduce

production at a future mine.

Governments at all levels are amending or enacting additional legislation to address climate change by regulating,

among other things, carbon emissions and energy efficiency, or where legislation has already been enacted, regulation regarding emission

levels and energy efficiency are becoming more stringent.

As a significant emitter of GHG emissions, the mining industry is particularly

exposed to such laws and regulations.

Compliance with such legislation and regulations, including the associated costs, may have a material

adverse effect on our business, financial condition, results of operations, prospects and our ability to commence or continue our exploration

and future development and mining operations.

Changing climate patterns may also affect the

availability of water.

If the effects of climate change cause prolonged disruption in the delivery of essential commodities, then production

efficiency may be reduced, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, climate change is perceived as a

threat to communities and governments globally and stakeholders may demand reductions in emissions or call upon companies to better manage

their consumption of climate-relevant resources.

A number of governments have already introduced or are moving to introduce climate

change legislation and treaties at the international, national, state/provincial and local levels.

Regulations relating to emission levels

(such as carbon taxes) and energy efficiency are becoming more stringent.

If the current regulatory trend continues, this may result in

increased costs at our Round Top Project.

We are exposed to possible litigation risks,

including permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety

claims and employee claims.

Further, we may be involved in disputes with other parties in the future that may result in litigation.

or future litigation or administrative proceedings could have a negative impact on our business.

We may become involved in, named as a party to,

or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, relating to personal

injuries, property damage, property taxes, land rights, the environment and contract disputes.

The outcome of outstanding, pending or future

proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect

on our assets, liabilities, business, financial condition or results of operations.

Even if we prevail in any such legal proceeding, the

proceedings could be costly, time-consuming and may divert the attention of management and key personnel from our business operations,

which could adversely affect our financial condition.

If we take federal monies, we could become

subject to federal regulations.

This could delay timing and increase costs.

To date, we have not accepted any federal grants

or other monies.

The acceptance of federal monies would make the Company and its operations subject to continued compliance with various

federal regulations to which the Company is not currently subject.

The imposition of any additional federal regulations as a result of

accepting any federal monies could delay timing of the expected completion of our Projects and increase our costs.

Any such delays or

increased costs could harm our business and operations.

Risks Related to Intellectual Property and

If we infringe, or are accused of infringing,

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 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 United States and elsewhere in the world that relate to our rare earth products and processes.

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 the completion of our Projects and our downstream expansion plans.

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.

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 protected by patents and trade secrets, and our commercial success will depend in significant part on our ability

to obtain and maintain patent and trade secret protection for our products and methods.

To compete in these markets, we rely or may rely

on a combination of trade secret protection, nondisclosure and licensing agreements, patents and trademarks to establish and protect our

proprietary intellectual property rights, including our proprietary rare earth oxide and magnet production processes that are not currently

Our intellectual property rights 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 United States.

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 United States.

use of our intellectual property rights or our inability to preserve existing intellectual property rights could adversely impact our

competitive position and results of operations.

The loss of our patents, if and once received, could reduce the value of the related products.

In addition, the cost to litigate infringements of our patents (if and once received) or other intellectual property, or the cost to defend

ourselves against patent or other intellectual policy 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 are

also very important to our business.

We rely on trade secrets to protect certain aspects of our technology, 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 are dependent upon information technology

systems, which are subject to cyber threats, disruption, damage and failure.

Any unauthorized access to, disclosure, or theft of personal

information we gather, store, or use could harm our reputation and subject us to claims or litigation.

Further, a failure of our information

technology and data security infrastructure could adversely affect our business and operations.

We maintain information necessary to conduct our

businesses, including confidential and proprietary information as well as personal information regarding our customers and employees,

in digital form.

We also use computer systems to deliver our products and services and operate our businesses.

Data maintained in digital

form is subject to the risk of unauthorized access, modification, exfiltration, destruction or denial of access and our computer systems

are subject to cyberattacks that may result in disruptions in service.

We use many third-party systems and software, which are also

subject to supply chain and other cyberattacks.

We attempt to develop and maintain information security programs to identify and mitigate

cyber risks but the development and maintenance of these programs is costly and requires ongoing monitoring and updating as technology

changes and efforts to overcome security measures become more sophisticated.

Accordingly, despite our efforts, the risk of unauthorized

access, modification, exfiltration, destruction or denial of access with respect to data or systems and other cybersecurity attacks cannot

be eliminated entirely, and the risks associated with a potentially material incident remain.

In addition, we provide some confidential,

proprietary and personal information to third parties in certain cases when it is necessary to pursue business objectives.

While we obtain

assurances that these third parties will protect this information and, where we believe appropriate, monitor the protections employed

by these third parties, there is a risk the confidentiality of data held by third parties may be compromised.

If our information or cyber security systems or

data are compromised in a material way, our ability to conduct our businesses may be impaired, we may lose profitable opportunities or

the value of those opportunities may be diminished and, as described above, we may lose revenue as a result of unlicensed use of our intellectual

If personal information of our customers or employees is misappropriated, our reputation with our customers and employees may

be damaged, resulting in loss of business or morale, and we may incur costs to remediate possible harm to our customers and employees

or damages arising from litigation and/or to pay fines or take other action with respect to judicial or regulatory actions arising out

of the incident.

Insurance we obtain may not cover losses or damages associated with such attacks or events.

We rely on various information technology systems.

These systems remain vulnerable to disruption, damage or failure from a variety of sources, including, but not limited to, errors by employees

or contractors, computer viruses, cyberattacks, including phishing, ransomware, and similar malware, misappropriation of data by outside

parties, and various other threats.

Techniques used to obtain unauthorized access to or sabotage our systems are under continuous and

rapid evolution, and we may be unable to detect efforts to disrupt our data and systems in advance.

Breaches and unauthorized access carry

the potential to cause losses of assets or production, operational delays, equipment failure that could cause other risks to be realized,

inaccurate recordkeeping, or disclosure of confidential information, any of which could result in financial losses and regulatory or legal

exposure, and could have a material adverse effect on our business, financial condition or results of operations.

We may incur material

losses relating to cyberattacks or other information security breaches in the future.

Our risk and exposure to these matters cannot be

fully mitigated because of, among other things, the evolving nature of these threats.

As such threats continue to evolve, we may be required

to expend additional resources to modify or enhance any protective measures or to investigate and remediate any security vulnerabilities.

Risks Related to our Securities.

The Certificate of Designation for our

Series A Cumulative Convertible Preferred Stock and the Series A Preferred Investor Warrants each

contain “full ratchet” anti-dilution provisions and a VWAP adjustment provision applicable to the

conversion price and exercise price, respectively, which may result in a greater number of shares of Common Stock being issued upon

conversions or exercises than if the conversions or exercises were effected at the conversion price or exercise price in effect

The Certificate of Designations of Preferences,

Rights and Limitations of 12% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred

Stock Certificate of Designation ”) for our Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred

Stock ”) contains “full ratchet” anti-dilution provisions applicable to the conversion prices used in voluntary conversions

of Series A Preferred Stock by the holders thereof which provisions require the lowering of the applicable conversion price, as then in

effect, to the purchase price of equity or equity-linked securities issued in subsequent offerings at prices less than $10.00 per share.

In addition, if the 20-day volume-weighted average price of the Common Stock on the twenty-first trading day following

the date that is six months after Closing Date is less than the conversion price then in effect, the conversion price will be adjusted

to the greater of (i) such volume weighted average price and (ii) $7.50 (the “ VWAP Adjustment ”).

price of the Series A Preferred Investor Warrants are initially exercisable at $12.00 per share of Common Stock, subject to the same anti-dilution and

other adjustments as the Series A Preferred Stock.

If the exercise price of the Series A Preferred Investor Warrants is reduced,

the number of shares of Common Stock that may be purchased upon exercise of such Series A Preferred Investor Warrants will be increased

proportionately, so that after such adjustment, the aggregate exercise price payable thereunder for the adjusted number of shares of Common

Stock shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.

If in the future, while any of our Series A

Preferred Stock or Series A Preferred Investor Warrants are outstanding, we issue securities at an effective Common Stock purchase

price below $10.00 that is less than the applicable conversion price of our Series A Preferred Stock or exercise price of our Series

A Preferred Investor Warrants, as then in effect, we will be required, subject to certain limitations and adjustments as provided in

the Series A Preferred Stock Certificate of Designation and the Series A Preferred Investor Warrants, to further reduce the relevant

conversion price, which will result in a greater number of shares of Common Stock being issuable upon conversion or exercise of the

Series A Preferred Stock or Series A Preferred Investor Warrants, as applicable, which in turn will have a greater dilutive effect

on our stockholders.

Similarly, if the VWAP Adjustment is triggered, we will be required to reduce the relevant conversion price,

which will result in a greater number of shares of Common Stock being issuable upon conversion or exercise of the Series A Preferred

Stock or Series A Preferred Investor Warrants, as applicable, which in turn will have a greater dilutive effect on our stockholders.

Further, because the Series A Preferred Stock votes, together with the Common Stock, on an as-converted basis, a reduction in the

conversion price will immediately dilute the voting interest of our Common Stock, even if the Series A Preferred Stock is not

The potential for such additional issuances may depress the price of our Common Stock regardless of our business

We may find it more difficult to raise additional equity capital while any of our Series A Preferred Stock or Series A

Preferred Investor Warrants are outstanding.

Further, it is possible that we will not have

a sufficient number of available shares to satisfy the conversion of the Series A Preferred Stock and exercise of the Series A Preferred

Investor Warrants if the applicable conversion price or exercise price is reduced.

If we do not have a sufficient number of available

shares for such conversions or exercises, we will be required to increase our authorized shares, which may not be possible and will be

time consuming and expensive.

Delaware law and our certificate of incorporation

and bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions

and could delay or discourage takeover attempts that stockholders may consider favorable.

The provisions of our certificate of incorporation,

our bylwas and the DGCL summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt

that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price

for your shares of Common Stock.

Our certificate of incorporation and bylaws contain

certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors

and that may have the effect of delaying, deferring or preventing a future takeover or change in control of us unless such takeover or

change in control is approved by our board of directors.

These provisions include:

● Authorized but Unissued Capital Stock .

The authorized but unissued shares of our preferred stock

will be available for future issuance without stockholder approval.

These additional shares may be utilized for a variety of corporate

purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans.

The existence

of authorized but unissued shares of our preferred stock could render more difficult or discourage an attempt to obtain control of a majority

of Common Stock by means of a proxy contest, tender offer, merger or otherwise.

● No Cumulative Voting for Directors .

The DGCL provides that stockholders are not entitled to cumulate

votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise.

Our certificate of incorporation

does not provide for cumulative voting.

As a result, the holders of our Common Stock representing a majority of the voting power of all

of the outstanding shares of our capital stock of will be able to elect all of the directors then standing for election.

Our bylaws provide that at all meetings of our board of directors, a majority of the Whole

Board (as defined therein) will constitute a quorum for the transaction of business.

● Action by Written Consent .

Any action required or permitted to be taken by our stockholders must

be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in lieu of a meeting of

stockholders by such holders;

provided, however, that any action required or permitted to be taken by the holders of our preferred stock,

voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior

notice and without a vote, to the extent expressly so provided by the applicable certificate(s) of designation relating to such series

of preferred stock.

● Special Meetings of Stockholders .

Our certificate of incorporation provides that, except as otherwise

required by law and subject to the rights of the holders of any series of our preferred stock, special meetings of stockholders of for

any purpose or purposes may be called at any time only by or at the direction of the Chair of our board of directors or by a resolution

adopted by the affirmative vote of a majority of the total number of directors that we would have if there were no vacancies on the our

board of directors, but such special meetings may not be called by stockholders or any other person or persons.

● Advance Notice Procedures .

Our bylaws establish an advance notice procedure for stockholder proposals

to be brought before an annual meeting of the stockholders, and for stockholder nominations of persons for election to our board of directors

to be brought before an annual or special meeting of stockholders.

Stockholders at an annual meeting will only be able to consider proposals

or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by

a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given

our secretary timely written notice, in proper form, of the stockholder’s intention to bring that business or nomination before

Although our bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates

or proposals regarding other business to be conducted at a special or annual meeting, as applicable, our bylaws may have the effect of

precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential

acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the

The requirements of being a public company

may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses

that result from being a public company in the U.S.

may be greater than we anticipate.

Requirements associated with being a public company

in the United States requires significant resources and management attention.

We are subject to certain reporting requirements of

the Exchange Act, and the other rules and regulations of the SEC, and Nasdaq.

We are also subject to various other regulatory requirements,

including the Sarbanes-Oxley Act.

We expect these rules and regulations to increase our legal, accounting and financial compliance

costs and to make some activities more time-consuming and costly.

For example, these rules and regulations have made it, and may

continue to make it, more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which

could make it more difficult for us to attract and retain qualified members of our board of directors.

In addition, as a public company

we are required to provide a report from management on our internal control over financial reporting that includes an assessment of the

effectiveness of these controls.

Internal control over financial reporting has inherent limitations, including human error, the possibility

that controls could be circumvented or become inadequate because of changed conditions and fraud.

Because of these inherent limitations,

internal control over financial reporting might not prevent or detect all misstatements.

If we cannot provide reliable financial reports

or prevent fraud and errors in our financial statements, our reputation and operating results could be materially adversely affected.

We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

complying with rules and regulations and the increasingly complex laws pertaining to public companies requires substantial attention from

our senior management, which could divert their attention away from the day-to-day management of our business.

These cost increases

and the diversion of management’s attention could materially and adversely affect our business, results of operations and financial

We are also hiring additional personnel to support our financial reporting function and may face challenges in doing so.

If the benefits of the Business Combination

do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do

not meet the expectations of investors or securities analysts, the market price of our securities may decline.

The market values of these

securities at the time of the Business Combination could have varied significantly from their prices on the date the Business Combination

Agreement was executed, the date of this Annual Report, or the date on which Inflection Point’s shareholders voted on the Business

Because the number of shares issued pursuant to the Business Combination Agreement were based on the per share value of the

amount in Inflection Point’s trust account and was not adjusted to reflect any changes in the market price of Inflection Point’s

Class A ordinary shares, the market value of shares of our and securities converted or exercised for shares of our Common Stock issued

in the Business Combination could have been higher or lower than the values of these securities on earlier dates.

In addition, following the Business Combination,

our shares of Common Stock do not have any redemption rights like Inflection Point’s public shares had and fluctuations in the price

of shares of our Common Stock could contribute to the loss of all or part of your investment.

The trading price of shares of our Common

Stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which

are beyond our control.

Inflationary pressures, increases in interest rates and other adverse economic and market forces may contribute

to potential downward pressures in market value of shares of Common Stock.

Additionally, any of the risk factors discussed in this Annual

Report could have a material adverse effect on your investment and shares of Common Stock may trade at prices significantly below the

price you paid for them.

In such circumstances, the trading price of shares of Common Stock may not recover and may experience a further

Broad market and industry factors may materially

harm the market price of shares of Common Stock irrespective of our operating performance.

The stock market in general, and Nasdaq specifically,

has experienced extreme volatility that has often been unrelated to the operating performance of particular companies.

As a result of

this volatility, you may not be able to sell your securities at or above the price at which they were acquired.

A loss of investor confidence

in the market for the stocks of other companies which investors perceive to be similar to us could depress our share price regardless

of our business, prospects, financial conditions or results of operations.

A decline in the market price of our securities also could

adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

There is no guarantee that the New USARE

Warrants will ever be in the money, and they may expire worthless.

The exercise price for the New USARE Warrants

is $11.50 per share of Common Stock, subject to adjustment.

There is no guarantee that the New USARE Warrants will ever be in the money

prior to their expiration, and as such, the New USARE Warrants may expire worthless.

Your unexpired New USARE Warrants may be

redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

Outstanding New USARE Warrants may be

redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per New USARE Warrant,

provided that the last reported sales price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits,

stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing at least 150 days after completion of the Business Combination ending on the third trading day

prior to the date we send

the notice of redemption to the New USARE Warrant holders.

If and when the warrants become

redeemable by us, we may not exercise our redemption rights if the issuance of share of Common Stock upon exercise of

the New USARE Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are is unable

to effect such registration or qualification, subject to New USARE’s obligation in such case to use its best efforts to

register or qualify the shares of Common Stock under the blue sky laws of the state of residence in those states in which the

warrants were initially offered by Inflection Point in its IPO.

Redemption of the outstanding New USARE Warrants could force

you (a) to exercise your New USARE Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so,

(b) to sell your New USARE Warrants at the then-current market price when you might otherwise wish to hold your New USARE

Warrants or (c) to accept the nominal redemption price which, at the time the outstanding New USARE Warrants are called for

redemption, is likely to be substantially less than the market value of your New USARE Warrants.

The New USARE Warrants and the Series A

Preferred Investor Warrants may have an adverse effect on the market price of the Common Stock.

There are an aggregate of 18,500,000 New

USARE Warrants outstanding, each exercisable for $11.50 per share of Common Stock.

The Company has issued Series A Preferred

Investor Warrants exercisable for an aggregate of 5,279,413 shares of Common Stock, subject to adjustment, at an initial exercise

price of $12.00, subject to adjustment.

Such New USARE Warrants and the Series A Preferred Investor Warrants, if and when exercised,

will increase the number of issued and outstanding shares and may reduce the market price of the Common Stock.

You may only be able to exercise your New

USARE Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of Common

Stock from such exercise than if you were to exercise such New USARE Warrants for cash.

The warrant agreement governing the New USARE

Warrants, dated as of May 24, 2023 (the “ Warrant Agreement ”), by and between the Company and Continental Stock Transfer

& Trust Company, as warrant agent, provides that in the following circumstances holders of public New USARE Warrants who seek to exercise

their New USARE Warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance

with Section 3(a)(9) of the Securities Act:

(i) if the shares of Common Stock issuable upon exercise of the New USARE Warrants are not

registered under the Securities Act in accordance with the terms of the Warrant Agreement;

(ii) if we have so elected and the shares of

Common Stock are at the time of any exercise of a public New USARE Warrant not listed on a national securities exchange such that they

satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act;

and (iii) if we have so elected

and we call the public New USARE Warrants for redemption.

If you exercise your New USARE Warrants on a cashless

basis, you would pay the warrant exercise price by surrendering the New USARE Warrants for that number of shares of Common Stock equal

to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the New USARE Warrants, multiplied

by the excess of the “fair market value” of shares of Common Stock (as defined in the next sentence) over the exercise price

of the New USARE Warrants by (y) the fair market value.

The “fair market value” is the average reported closing price of the

shares of Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received

by the warrant agent or on which the notice of redemption is sent to the holders of New USARE Warrants, as applicable.

As a result, you

would receive fewer shares of Common Stock from such exercise than if you were to exercise such New USARE Warrants for cash.

A significant portion of our total outstanding

Common Stock is restricted from immediate resale but may be sold into the market in the near future.

This could cause the market price

of our Common Stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Common Stock in the public market could occur at any time.

These sales, or the perception

in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

We are party to a registration rights agreement with Inflection Point Holdings II LLC, the holders of Series A Preferred Stock and Series

A Preferred Investor Warrants, and certain other holders of our securities.

Although former members of USARE OpCo that received more than 2% of our Common Stock in the Business Combination and the Sponsor are prohibited

from transferring any of the Common Stock they held as of the Closing Date (subject to customary exceptions) until six months after the

Closing Date, and are further prohibited from selling more than 50% of such holdings until one year after the Closing Date, these shares

may be sold under a registration statement or pursuant to an exemption from registration after the expiration or early termination or

release of the respective applicable lock-ups.

The holders of Series A Preferred Stock and Series A Preferred Investor Warrants are not,

in their capacities as such, subject to any contractual lock-up restrictions.

As restrictions on resale end and the registration statement

is available for use, the market price of Common Stock could decline if the holders of currently restricted shares sell them or are perceived

by the market as intending to sell them.

Our certificate of incorporation provides,

subject to limited exceptions, that the courts of the State of Delaware are the sole and exclusive forum for certain stockholder litigation

matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors,

officers, employees or stockholders.

Our certificate of incorporation requires, to

the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for

breach of fiduciary duty and other similar actions be brought in the Court of Chancery of the State of Delaware or, if that court does

not have jurisdiction, a state court located within the State of Delaware or the federal district court for the District of Delaware.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and

consented to the forum provisions in our certificate of incorporation.

In addition, our certificate of incorporation provides that this

choice of forum does not apply to any complaint asserting a cause of action under the Securities Act and the Exchange Act.

certificate of incorporation provides that federal district courts of the United States are the exclusive forum for the resolution of

any complaint asserting a cause of action under the Securities Act or the Exchange Act.

While the Delaware Supreme Court has upheld provisions

of the certificates of incorporation of other Delaware corporations that are similar to the exclusive forum provision in our certificate

of incorporation, a court of a state other than the State of Delaware could decide that such provisions are not enforceable under the

laws of that state.

The choice of forum provision may limit a stockholder’s

ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees

or stockholders, which may discourage lawsuits with respect to such claims.

Alternatively, if a court were to find the choice of forum

provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs

associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

We may be subject to securities litigation,

which is expensive and could divert management’s attention.

The share price of our Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of

their stock have been subject to securities class action litigation.

We may be the target of this type of litigation in the future.

of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material

adverse effect on its business, financial condition, results of operations and prospects.

Any adverse determination in litigation could

also subject us to significant liabilities.

As an “emerging growth company,”

we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our Common

Stock less attractive to investors.

As an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are

applicable to other public companies, including not being required to obtain an assessment of the effectiveness of our internal controls

over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying

with new or revised accounting standards, which we have elected to do.

We cannot predict if investors will find our Common Stock less attractive because we rely on these exemptions.

If some investors find

our Common Stock less attractive as a result, there may be a less active market for our Common Stock, our share price may be more volatile

and the price at which our securities trade could be less than if we did not use these exemptions.

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