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Item 1A. Risk Factors

2025-04-15 compared with 2024-03-01 · 1707 added, 1806 removed, 15 unchanged (100% of the section changed)

investment in our securities involves a high degree of risk.

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

with the other information contained in this Report, before deciding to invest in our units.

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

may not be able to complete the Business Combination pursuant to the Business Combination Agreement.

If we are unable to do so, we will

incur substantial costs associated with withdrawing from the transaction and may not be able to find additional sources of financing

to cover those costs.

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

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

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

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

If, for whatever reason, the transactions

contemplated by the Business Combination fail to close, we will be responsible for these costs, but will have no source of revenue with

which to pay them.

We may need to obtain additional sources of financing in order to meet our obligations, which we may not be able to

secure on the same terms as our existing financing or at all.

If we are unable to secure new sources of financing and do not have sufficient

funds to meet our obligations, we will be forced to cease operations and liquidate the trust account.

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

are an exempted company, incorporated under the laws of the Cayman Islands with no operating results.

Because we lack an operating history,

you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination

with one or more target businesses.

We have no plans, arrangements or understandings with any prospective target business concerning

a business combination and may be unable to complete our initial business combination.

If we fail to complete our initial business combination,

we will never generate any operating revenues.

performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

regarding performance is presented for informational purposes only.

Any past experience or

performance of our management team or their respective affiliates is not a guarantee of either

(i) our ability to successfully identify and execute a transaction or (ii) success

with respect to any business combination that we may consummate.

You should not rely on the

historical record of our management team and as indicative of the future performance of an

investment in us or the returns we will, or are likely to, generate going forward.

Our management

has no experience in operating special purpose acquisition companies.

shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our

initial business combination even though a majority of our shareholders do not support such a combination.

may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require

shareholder approval under applicable law or stock exchange listing requirement.

For instance, if we were seeking to acquire a target

business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder

approval to complete such a transaction.

Except for as required by applicable law or stock exchange listing requirement, the decision

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

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

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

Accordingly, we may complete

our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business

combination we complete.

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

right to redeem your shares from us for cash.

the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target

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 approval.

Accordingly, your

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

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

shareholders in which we describe our initial business combination.

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

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

Sponsor owned, on an as-converted basis, 20% of our outstanding ordinary shares immediately following the completion of the

initial public offering.

Our Sponsor and members of our management team also may from time-to-time purchase Class A ordinary shares

prior to our initial business combination.

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

approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy

and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination.

Accordingly, if we seek

shareholder approval of our initial business combination, the agreement by our Sponsor and each member of our management team to vote

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

such initial business combination.

will not have any rights or interests in funds from the trust account, except under certain limited circumstances.

Therefore, to liquidate

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

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

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

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

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

the combination period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary

shares, and (iii) the redemption of our public shares if we have not consummated an initial business within the combination period,

subject to applicable law and as further described herein.

Public shareholders who redeem their Class A ordinary shares in connection

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

upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination

within the combination period, with respect to such Class A ordinary shares so redeemed.

In no other circumstances will a public

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

Holders of warrants will not have any right to the proceeds

held in the trust account with respect to the warrants.

Accordingly, to liquidate your investment, you may be forced to sell your public

shares or warrants, potentially at a loss.

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 prospective target that requires as a closing condition that

we have a minimum net worth or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not

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

Consequently, if

accepting all properly submitted redemption requests would cause our net tangible assets to be less than such amount necessary to satisfy

a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead

search for an alternate business combination.

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

a business combination transaction with us.

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete

the most desirable business combination or optimize our capital structure.

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

portion of the cash in the trust account or arrange for additional third-party financing.

Raising additional third-party financing may

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

The above considerations may limit

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

The per-share amount

we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission

and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting

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 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 our redemption

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

requirement that we consummate an initial business combination within the combination period may give potential target businesses leverage

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

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

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

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

an initial business combination within the combination period.

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

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

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

This risk will increase as we get closer to the

time frame described above.

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

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

may not be able to consummate an initial business combination within the combination period, in which case we would cease all operations

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

may not be able to find a suitable target business and consummate an initial business combination within the combination period.

ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital

and debt markets and the other risks described herein.

If we have not consummated an initial business combination within such applicable

time period, we will:

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

(ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously

released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding

public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to

receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject

to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and

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

amended and restated memorandum and articles of association will 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 Islands law.

In either such

case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their

shares, and our warrants will expire worthless.

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

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

share” and other risk factors herein.

we seek shareholder approval of our initial business combination, our Sponsor, management team, directors and their affiliates may elect

to purchase public shares or warrants, 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, executive officers, directors or their affiliates may purchase public shares

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

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

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

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

None of the funds in the trust account

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

the event that our Sponsor, executive officers, directors or their affiliates purchase shares in privately negotiated transactions from

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

their prior elections to redeem their shares.

purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of

obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants

on any matters submitted to the 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.

In addition, if such purchases

are made, the public “float” of our Class A ordinary shares or public warrants 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.

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.

See “Business—Effecting Our Initial

Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how

our Sponsor, executive officers, directors or their affiliates will select which shareholders to purchase securities from in any private

a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or

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

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 solicitation or tender offer materials,

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

In addition, the proxy solicitation or

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

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

In the event that

a shareholder fails to comply with these procedures, its shares may not be redeemed.

See “Business—Effecting Our Initial

Business Combination—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may

be 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.

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

Many potential targets

for special purpose acquisition companies have already entered into an initial business combination, and there are still many special

purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.

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

a suitable target and to consummate an initial business combination.

In addition, because there are more special purpose acquisition

companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive

fundamentals or business models may increase, which could cause target companies to demand improved financial terms.

Attractive deals

could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the

cost of additional capital needed to close business combinations or operate targets post-business combination.

This could increase the

cost of, delay or otherwise complicate or frustrate our ability to find 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.

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

our initial business combination.

If we have not consummated our initial business combination within the required time period, our public

shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust

account and our warrants will expire worthless.

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

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

for the types of businesses we intend to acquire.

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

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

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

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

While we believe there are numerous target

businesses we could potentially acquire with the net proceeds of the initial public offering and the sale of the private placement warrants,

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

financial resources.

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

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

business combination in conjunction with a shareholder vote or via a tender offer.

Target companies will be aware that this may reduce

the resources available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage

in successfully negotiating a business combination.

If we have not consummated our initial business combination within the required time

period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation

of our trust account and our warrants will expire worthless.

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

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

per public share” and other risk factors herein.

the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account are

insufficient to allow us to operate for the combination period, it could limit the amount available to fund our search for a target business

or businesses and our ability to complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates

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

the net proceeds of the initial public offering and the sale of the private placement warrants, only approximately $1,800,000 was available

to us initially outside the trust account to fund our working capital requirements.

We believe that the funds available to us outside

of the trust account, together with funds available from loans from our Sponsor, its affiliates or members of our management team, and

third parties will be sufficient to allow us to operate for at least until the combination period expires;

however, we cannot assure

you that our estimate is accurate, and our Sponsor, its affiliates or members of our management team are under no obligation to advance

funds to us in such circumstances.

Of the funds available to us, we expect to use a portion of the funds available to us to pay fees

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

We could also use a portion of the funds as a down payment or to fund

a “no-shop” provision(a provision in letters of intent designed to keep target businesses from “shopping”

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

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

If we entered into a letter of intent where we

paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result

of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to,

a target business.

funded by the proceeds of loans available from our Sponsor, its affiliates or members of our management team, and third parties the amount

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

The amount held in the trust account

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

If we are required to seek additional capital, we would need to borrow

funds from our Sponsor, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate.

Neither our Sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances.

advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business

Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50

per warrant at the option of the lender.

The warrants would be identical to the private placement warrants.

Prior to the completion of

our initial business combination, we do not expect to seek loans from parties other than our Sponsor, its affiliates or members of our

management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights

to seek access to funds in our trust account.

If we have not consummated our initial business combination within the required time period

because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

Consequently,

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

and our warrants will expire worthless.

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

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

and other risk factors herein.

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.

may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.

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

the business combination may not be as successful as we anticipate.

the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we

may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent

us from implementing our strategy.

Although our management team will endeavor to evaluate the risks inherent in a particular target business

and its operations, we may not be able to properly ascertain or assess all the significant risk factors until we complete our business

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

we may not achieve the gains that we anticipate.

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

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

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

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 for a fine

of $18,292.68 and imprisonment for five years in the Cayman Islands.

may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

will consider a business combination outside of our management’s area of expertise if a business combination target is presented

to us and we determine that such candidate offers an attractive acquisition opportunity for our company.

Although our management will

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

or assess all of the significant risk factors.

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

be less favorable to investors in the initial public offering than a direct investment, if an opportunity were available, in a business

combination target.

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

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

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

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

Accordingly, any holders who choose

to retain their securities following the business combination could suffer a reduction in the value of their securities.

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

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 does 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 or their affiliates.

In the event the aggregate cash consideration

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

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

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

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

effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters

and other governing instruments, including their warrant agreements.

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

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

our initial business combination that our shareholders may not support.

order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters

and governing instruments, including their warrant agreements.

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

combination, increased redemption thresholds, 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 at least a special resolution of our shareholders as a matter of Cayman

Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder

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

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

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

In addition, our amended and

restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their

public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would

modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares

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

business combination within the combination period or (B) with respect to any other provision relating to the rights of holders

of our Class A ordinary shares.

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

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

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.

closing of the initial public offering, our Sponsor owns, on an as-converted basis, 20% of our issued and outstanding ordinary

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

Accordingly, it may exert a substantial influence on

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

memorandum and articles of association.

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

privately negotiated transactions, this would increase its control.

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

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

Factors that would be

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

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

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

We may not hold

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

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

If there is an annual meeting,

as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for

election and, due to the conversion of all of our Class B ordinary shares into Class A ordinary shares, our board of directors will control

the outcome, as only holders of our Class B ordinary shares had the right to vote on the election of directors and to remove directors

prior to our initial business combination, and, per Article 29.2 of our amended and restated memorandum and articles of association,

such right to elect directors reverted to the board of directors upon conversion of the Class B ordinary shares.

Accordingly, our Sponsor

will continue to exert control at least until the completion of our initial business combination.

In addition, we have agreed not to

enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.

our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and

all of our assets will be located outside the United States;

therefore, investors may not be able to enforce federal securities laws

or their other legal rights.

is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States

and all of our assets will be located outside of the United States.

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

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

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

under United States laws.

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

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

initial business combination, we may be deemed to be a “blank check” company under the United States securities laws.

because we have net tangible assets in excess of $5,000,000 following the completion of the initial public offering and the sale of the

private placement warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,

we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors

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

Among other things, this means our units will be immediately tradable

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

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

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

business combination.

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

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

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

if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify

all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount

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

As a result of these

factors, we may be forced to later write- down or write-off assets, restructure our operations, or incur impairment or other

charges that could result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks

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

Even though these

charges maybe non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature

could contribute to negative market perceptions about us or our securities.

In addition, charges of this nature may cause us to violate

net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business

or by virtue of our obtaining post-combination debt financing.

Accordingly, any holders who choose to retain their securities following

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

Such holders are unlikely to have a remedy for such

reduction in value.

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

amount received by shareholders may be less than $10.00 per public 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 (except our independent registered public accounting firm), 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.

any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform

an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver

if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

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

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

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

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

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

Upon redemption

of our public shares, if we have not consummated an initial business combination within the combination period, or upon the exercise

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

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

Accordingly, the per-share redemption

amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims

of such creditors.

Pursuant to the letter agreement the form of which is filed as an exhibit to our initial public offering registration

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

registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have

discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public

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

if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be

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

business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity

of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act.

if an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability

for such third-party claims.

we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor

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

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

As a result, if any such claims were successfully

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

$10.00 per public share.

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

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

None of our officers or directors will indemnify us for claims

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

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) $10.00 per public share and (ii) the actual

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

share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations,

and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular

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

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 our independent directors choose not to enforce these indemnification obligations,

the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public

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

or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court

may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties

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

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

or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by

shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer”

or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received

by our shareholders.

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

having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust

account prior to addressing the claims of creditors.

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

or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such

proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received

by our shareholders in connection with our liquidation may be reduced.

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

or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust

account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the

claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account,

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

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 applicable law

or stock exchange listing requirements, 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

If we have not consummated our initial business combination within the required time period, our public shareholders may

receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our

warrants will expire worthless.

are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance

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

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

investment banking firm or another independent entity that commonly renders valuation opinions 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 solicitation or tender offer materials, as applicable, related to our initial business combination.

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

If we have not consummated our initial business combination within the required time period,

our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation

of our trust account 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 and others.

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

proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we

may fail to complete our initial business combination for any number of reasons including those beyond our control.

Any such event will

result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire

or merge with another business.

If we have not consummated our initial business combination within the required time period, our public

shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust

account and our warrants will expire worthless.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial

financial and management resources, and increase the time and costs of completing an acquisition.

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

Form 10-K for the year ending December 31, 2023.

Because we qualify as an emerging growth company, we are not required

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

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

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

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

The development of the

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

any such acquisition.

provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our Class A

ordinary shares (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended

with the approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary

shares who attend and vote at a shareholder meeting of the company, which is a lower amendment threshold than that of some other blank

check companies.

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

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

Some other blank check companies have a provision

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

shareholders, without approval by a certain percentage of the company’s shareholders.

In those companies, amendment of these provisions

typically requires approval by between 90% and 100% of the company’s shareholders.

Our amended and restated memorandum and articles

of association will provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including

the requirement to deposit proceeds of the initial public offering and the private placement of warrants into the trust account and not

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

be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote

at a shareholder meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust

account may be amended if approved by holders of at least 65% of our ordinary shares;

provided that the provisions of our amended and

restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination

may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at

our shareholder meeting.

Our Sponsor and its permitted transferees, if any, who collectively beneficially own, on an as-converted basis,20%

of our Class A ordinary shares upon the closing of the initial public offering, will participate in any vote to amend our amended

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

As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination

behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with

which you do not agree.

Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles

of association.

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

amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide

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

or to redeem 100% of our public shares if we do not complete our initial business combination within the combination period or (B) with

respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders

with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price,

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

trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares.

Our shareholders are not parties to, or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue

remedies against our Sponsor, executive officers or directors for any breach of this agreement.

As a result, in the event of a breach,

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

letter agreement with our Sponsor, officers and directors may be amended without shareholder approval.

letter agreement with our Sponsor, officers and directors contains provisions relating to transfer restrictions of our founder shares

and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions

from the trust account.

The letter agreement may be amended without shareholder approval (although releasing the parties from the restriction

not to transfer the founder shares for 180 days following the date of our final prospectus will require the prior written consent of

the representative).

While we do not expect our board to approve any amendment to the letter agreement prior to our initial business

combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve

one or more amendments to the letter agreement.

Any such amendments to the letter agreement would not require approval from our shareholders

and may have an adverse effect on the value of an investment in our securities.

may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target

business, which could compel us to restructure or abandon a particular business combination.

If we have not consummated our initial business

combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less

in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

the net proceeds of the initial public offering and the sale of the private placement warrants prove to be insufficient, either because

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

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

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

seek additional financing or to abandon the proposed business combination.

We cannot assure you that such financing will be available

on acceptable terms, if at all.

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

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

compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business

If we have not consummated our initial business combination within the required time period, our public shareholders may receive

only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants

will expire worthless.

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

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

The failure to secure additional financing could have

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

None of our officers, directors or shareholders

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

may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business

combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the

target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target business’s management not possess the skills, qualifications or abilities necessary

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

any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.

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

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 Report to issue any notes or other debt securities, or to otherwise incur outstanding debt

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

officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest

or claim of any kind in or to the monies held in the trust account.

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

available for redemption from the trust account.

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

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

acceleration of our obligations

to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require

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

our immediate payment of

all principal and accrued interest, if any, if the debt is payable on demand;

our inability to obtain

necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is

our inability to pay dividends

on our Class A ordinary shares;

using a substantial portion

of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A

ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility

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

increased vulnerability

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

limitations on our ability

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

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

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

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

lack of diversification may negatively impact our operations and profitability.

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

provided us with $319,216,340 that we may use to complete our initial business combination,

which amount was reduced to approximately $35.6 million following redemptions in connection

with the extraordinary general meetings of shareholders held on March 15, 2023, and September

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

solely dependent upon the

performance of a single business, property or asset;

dependent upon the development

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

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

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

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

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

as profitable as we suspected, if at all.

we 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.

federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance

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

We will include the same financial statement

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

These financial

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

States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board,

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

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

These financial statement requirements may limit

the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to

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

we have not consummated an initial business combination within the combination period, our public shareholders may be forced to wait

beyond such combination period before redemption from our trust account.

we have not consummated an initial business combination within the combination period, the proceeds then on deposit in the trust account,

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

to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described

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 combination period before the redemption proceeds of our trust account become available to them, and they receive the return of their

pro rata portion of the proceeds from our trust account.

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

redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended

and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A

ordinary shares.

Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete

our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association.

Our amended and restated memorandum and articles of association will 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 Islands law.

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.

January 24, 2024, the SEC adopted a series of new rules relating to SPACs (the “SPAC Rules”) that provided guidance describing

the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder.

a SPAC is an investment company will be a question of facts and circumstances.

We can give no assurance that a claim will not be made

that we have been operating as an unregistered investment company.

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;

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;

adoption of a specific

form of corporate structure;

reporting, record keeping,

voting, proxy and disclosure requirements and other rules and regulations to which we are currently not subject.

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

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

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

assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will be to identify and complete

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

We do not plan to buy businesses

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

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

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

Since our initial public offering,

the proceeds held in the trust account have only been 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

Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the

investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long

term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being

deemed an “investment company” within the meaning of the Investment Company Act.

An investment in our securities is not intended

for persons who are seeking a return on investments in government securities or investment securities.

The trust account is intended

as a holding place for funds pending the earliest to occur of either:

(i) the completion of our initial business combination;

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

and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary

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

if we do not complete our initial business combination within the combination period or (B) with respect to any other provision

relating to the rights of holders of our Class A ordinary shares;

or (iii) absent our completing an initial business combination

within the combination period, 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 discussed above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional

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

If we have not consummated

our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public

share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

mitigate further risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we intend to instruct

the trustee to liquidate the investments held in the Trust Account and instead hold the funds in the Trust Account in an interest-bearing

demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation.

such liquidation, the Company may receive less interest on the funds held in the Trust Account than the interest the Company would have

received pursuant to the original Trust Account investments;

however, interest previously earned on the funds held in the Trust Account

still may be released to us to pay taxes, if any, and certain other expenses as permitted.

Consequently, the transfer of the funds in

the Trust Account to an interest-bearing demand deposit account could reduce the dollar amount our public shareholders would receive

upon any redemption or liquidation.

independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about

our ability to continue as a “going concern.”

we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include,

but not necessarily be limited to, suspending the pursuit of a Business Combination.

We cannot provide any assurance that new financing

will be available to us on commercially acceptable terms, if at all.

Further, our plans to raise capital and to consummate our initial

business combination may not be successful.

We currently have a mandatory liquidation date of June 18, 2024, unless such date is extended

by our Board, pursuant to our amended and restated articles of association , to complete a Business Combination.

Although we expect to

complete a business combination prior to the expiration of the combination period, it is uncertain whether we will be able to do so.

These factors, among others, raise substantial doubt about our ability to continue as a going concern through our liquidation date.

financial statements contained elsewhere in this Report do not include any adjustments that might result from our inability to consummate

a Business Combination or our inability to continue as a going concern.

Relating to our Securities

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

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

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

net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants are be held in an interest-bearing

trust account.

The proceeds held in the trust account may only be invested in direct U.S.

Treasury obligations having a maturity of 185

days or less, or in certain money market funds which invest only in direct U.S.

Treasury obligations.

While short-term U.S.

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

Central banks

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

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

In the event of very low or negative yields,

the amount of interest income (which we may withdraw to pay our taxes, if any) would be reduced.

In the event that we are unable to complete

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

in the trust account, plus any interest income.

we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will

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

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 initial public offering, which we refer to as the “Excess Shares,”

without our prior consent.

However, we would not be restricting our shareholders’ ability to vote all 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.

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.

units, Class A ordinary shares and warrants are listed on Nasdaq.

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 amount in shareholders’ equity (generally $50,000,000) and a minimum number of holders of our securities (generally 300

public holders).

Additionally,

our units will not be traded after completion of our initial business combination and, in connection with our initial business combination,

we will be required to demonstrate compliance with the Nasdaq’s initial listing requirements, which are more rigorous than the

Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

For instance,

our share price would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required

to be at least $5.0 million and we would be required to have a minimum of 300 round lot holders (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.

Nasdaq delists any of 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

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.

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.” Our units, Class A ordinary shares and warrants

are listed on Nasdaq, and, as a result, qualify as covered securities under the statute.

Although the states are preempted from regulating

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

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

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.

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 because of the anti-dilution

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

Any such issuances would dilute the interest

of our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association authorize

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 1,000,000 preference shares, par value $0.0001 per share.

There are 488,763,998 authorized but unissued

Class A ordinary shares available for issuance which amount does not take into account shares reserved for issuance upon exercise

of outstanding warrants.

As of December 31, 2023, there were no Class B ordinary shares or preference shares issued and outstanding.

We may issue a substantial number of additional

Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after

completion of our initial business combination.

We may also issue Class A ordinary shares in connection with our redeeming the warrants

as described in “Description of Securities—Warrants—Public Shareholders’ Warrants.” However, our amended

and restated memorandum and articles of association provide, among other things, that prior to or in connection with our initial business

combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account

or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with

the completion of an initial business combination.

These provisions of our amended and restated memorandum and articles of association,

like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

of additional ordinary or preference shares:

may significantly dilute the equity interest of investors in the initial public offering;

may subordinate the rights

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

ordinary shares;

could cause a change in

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

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

may 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

may adversely affect prevailing

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

may not result in adjustment

to the exercise price of our warrants.

of Class A ordinary shares will not be entitled to vote on any election of directors we hold prior to our initial business combination.

to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.

of our public shares will not be entitled to vote on the election of directors during such time.

As of December 31, 2023, there were

no founder shares outstanding.

As a result, per Article 29.2 of the amended and restated memorandum and articles of association the power

to elect directors now resides solely with our board of directors.

In addition, prior to our initial business combination, holders of

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

Accordingly, you may not have any say

in the management of our company prior to the consummation of an initial business combination.

are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities

laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor

from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities

laws at this time.

However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later

than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file

with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause

the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness

of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are

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

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

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

If the shares issuable upon exercise of the warrants

are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise

their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise

will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to

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

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

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

Notwithstanding the above,

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

they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,

require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)

of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,

but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an

exemption is not available.

Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside”

of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares

upon a cashless exercise of the warrants they hold.

In no event will we be required to net cash settle any warrant, or issue securities

or other compensation in exchange for the warrants if we are unable to register or qualify the shares underlying the warrants under applicable

state securities laws and no exemption is available.

If the issuance of the shares upon exercise of the warrants is not so registered

or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant

and such warrant may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of

units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units.

There may be a circumstance

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

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

instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise

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

their warrants and sell the underlying ordinary shares.

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

right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities

As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

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 warrants.

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

period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased,

all without your approval.

warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us.

The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the

purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the

description of the terms of the warrants and the warrant agreement set forth in the final prospectus related to our initial public offering,

or defective provision, (ii) amending 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.

we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public

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

of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement

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 warrants,

convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise

of a warrant.

may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at

a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share

(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days

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

certain other conditions are met.

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

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

As a result, we may redeem

the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.

Redemption of the outstanding warrants

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

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

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

less than the market value of your warrants.

addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their

expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing

price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable

upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third

trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will

be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption

date and the fair market value of our Class A ordinary shares.

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

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

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

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

of the private placement warrants will be redeemable by us as so long as they are held by our Sponsor or its permitted transferees.

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.

issued warrants to purchase 6,384,327 of our Class A ordinary shares as part of the units sold in our initial public offering and,

simultaneously issued in a private placement an aggregate of 6,256,218 private placement warrants, each exercisable to purchase one Class A

ordinary share at $11.50 per share, subject to adjustment.

In addition, if the Sponsor, its affiliates or a member of our management

team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,500,000 private placement

warrants, at the price of $1.50 per warrant.

We may also issue Class A ordinary shares in connection with our redemption of our

the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of

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

vehicle to a target business.

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

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

Therefore, our warrants

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

each unit contains one-fifth of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less

than units of other blank check companies.

unit contains one-fifth of one redeemable warrant.

Pursuant to the warrant agreement, no fractional warrants will be issued

upon separation of the units, and only whole units will trade.

If, upon exercise of the warrants, a holder would be entitled to receive

a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary

shares to be issued to the warrant holder.

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

and one whole warrant to purchase one whole share.

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

dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-fifth of

the number of shares compared to units that each contain a whole warrant to purchase one whole 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 a unit included a warrant to purchase one whole share.

provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

most blank check companies, if (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising

purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share,

(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,

available for the funding of our initial business combination on the date of the consummation of our initial business combination (net

of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to

be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will

be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per

share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued

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

warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any

information regarding such other security at this time.

certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable

for a security other than the Class A ordinary shares.

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

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

to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the

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

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 will include a staggered board of directors, the ability of the board of directors to designate the terms

of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders

of our founder shares, which have been issued to our Sponsor, are entitled to vote on the election of directors, which may make more difficult

the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices

for our securities.

grant of registration rights to our Sponsor may make it more difficult to complete our initial business combination, and the future exercise

of such rights may adversely affect the market price of our Class A ordinary shares.

to an agreement entered into on or prior to the closing of the public initial offering, our Sponsor and its permitted transferees can

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

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

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

The registration

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

issuable upon exercise of such private placement warrants.

We will bear the cost of registering these securities.

The registration and

availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price

of our Class A ordinary shares.

In addition, the existence of the registration rights may make our initial business combination

more costly or difficult to conclude.

This is because the shareholders of the target business may increase the equity stake they seek

in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is

expected when the securities owned by our Sponsor or its permitted transferees are registered for resale.

Relating to our Sponsor and Management Team

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

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

that our success depends on the continued service of our officers and directors, at least until we have completed our initial business

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

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

business combinations and monitoring the related due diligence.

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

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

unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of

our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel could negatively impact

the operations and profitability of our post- combination business.

ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key

personnel in the target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target

business in senior management, director or advisory positions following our initial business combination, it is likely that some or all

of the management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage after

our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals

may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and

resources helping them become familiar with such requirements.

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

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

These agreements may

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

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

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

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

Such negotiations would take place simultaneously

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

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

Such negotiations also could

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

The personal and financial interests of such

individuals may influence their motivation in identifying and selecting a target business.

In addition, pursuant to an agreement entered

into on or prior to the closing of the initial public offering, our Sponsor, upon and following consummation of an initial business combination,

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

by the registration and shareholder rights agreement.

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

The loss of a business

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

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

at this time.

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

with the 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.

executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination

as to how much time to devote to our affairs.

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

business combination.

executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict

of interest in allocating their time between our operations and our search for a business combination and their other businesses.

do not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our executive officers

and directors is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive

officers and directors 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 executive officers’ and directors’ other business affairs

require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their

ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

a complete discussion of our executive officers’ and directors’ other business affairs, please see “Management—Officers

and Directors.”

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

entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses

Our Sponsor, officers, and directors are, and may in the future become, affiliated with entities that are engaged in a similar

In addition, our Sponsor, officers, and directors may participate in the formation of, or become an officer or director of,

any other blank check company prior to completion of our initial business combination.

As a result, our Sponsor, officers, or directors

could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check

company with which they may become involved.

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

to complete our initial business combination.

Sponsor, officers, and directors also may become aware of business opportunities which may be appropriate for presentation to us and

the other entities to which they owe certain fiduciary or contractual duties.

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.

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.

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

with our interests.

have not adopted a policy that expressly prohibits our executive officers, directors, 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 executive officers, although we do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons

from engaging for their own account in business activities of the types conducted by us.

Accordingly, such persons or entities may have

a conflict between their interests and ours.

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

business and completing a business combination.

Consequently, our directors’ and officers’ discretion in identifying and

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

a particular business combination are appropriate and in our shareholders’ best interest.

If this were the case, it would be a

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

for infringing on our shareholders’ rights.

However, we might not ultimately be successful in any claim we may make against them

for such reason.

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

with our Sponsor, executive officers, directors which may raise potential conflicts of interest.

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

or entities affiliated with our Sponsor, executive officers, directors, or initial shareholders.

Our directors also serve as officers

and board members for other entities, including, without limitation, those described under “Management—Conflicts of Interest.”

Our Sponsor, officers, and directors may Sponsor, form or participate in other blank check companies similar to ours during the period

in which we are seeking an initial business combination.

Such entities may compete with us for business combination opportunities.

Sponsor, officers, and directors are not currently aware of any specific opportunities for us to complete our initial business combination

with any entities with which they are affiliated.

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

any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines

for a business combination as set forth in “Business—Effecting Our Initial Business Combination—Evaluation of a Target

Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent

and disinterested directors.

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

entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination

with one or more domestic or international businesses affiliated with our Sponsor, executive officers, directors, potential conflicts

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

as they would be absent any conflicts of interest.

management may not be able to maintain control of a target business after our initial business combination.

Upon the loss of control

of a target business, new management may not possess the skills, qualifications, or abilities necessary to profitably operate such business.

may structure our initial business combination so that the post-business combination 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-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires

a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment

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

Even if the post-business combination company owns

50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a

minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination.

For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for

all of the outstanding capital stock, shares or other equity interests of a target.

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

However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately

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

In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger

share of the company’s shares than we initially acquired.

Accordingly, this may make it more likely that our management will not

be able to maintain control of the target business.

our Sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed

(other than with respect to public shares they may acquire during or after the initial public offering), a conflict of interest may arise

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

On January 13, 2021, our Sponsor paid $25,000,

or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares,

par value $0.0001.

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

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

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

In addition, on April 14, 2021, our

Sponsor purchased an aggregate of 6,256,218 private placement warrants, each exercisable to purchase one Class A ordinary share at

$11.50 per share, subject to adjustment, at a price of $1.50 per warrant ($9,384,327 in the aggregate), in a private placement that closed

simultaneously with the closing of the initial public offering.

If we do not consummate an initial business within the combination period,

the private placement warrants will expire worthless.

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

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

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

This risk may become more acute as the Termination

Date nears, which is the deadline for our consummation of an initial business combination.

of our officers and directors have direct and indirect economic interests in us and/or our Sponsor after the consummation of the initial

public offering and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to

recommend a potential business combination to our public shareholders.

Certain of our officers and directors may own membership

interests in our Sponsor and indirect interests in our Class A ordinary shares and private placement warrants which may result in

interests that differ from the economic interests of the investors in the initial public offering, which includes making a determination

of whether a particular target business is an appropriate business with which to effectuate our initial business combination.

be a potential conflict of interest between our officers and directors that hold membership interests in our Sponsor and our public shareholders

that may not be resolved in favor of our public shareholders.

See “Management—Conflicts of Interest.”

may not have sufficient funds to satisfy indemnification claims of our directors and executive 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 (except to the extent they are entitled to funds from the trust account due to their ownership

of public shares).

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

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

Our obligation to indemnify our officers and

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

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

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

Furthermore, a shareholder’s investment may be

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

indemnification provisions.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of

third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early-stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or

to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of

them, could have adverse consequences on our business and lead to financial loss.

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 the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state,

and local governments and non-U.S.

jurisdictions.

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

requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws,

regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations,

interpretations and applications.

Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly.

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

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

A failure to comply

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

ability to negotiate and complete an initial business combination.

The SEC has, in the past year, adopted certain rules and may, in the

future adopt other such rules, which may have a material effect on our activities and on our ability to consummate an initial business

combination, including the SPAC Rules described below.

SEC has recently issued rules relating to certain activities of SPACs.

Certain of the procedures that we, a potential business combination

target or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete

our initial business combination and may constrain the circumstances under which we could complete an initial business combination.

need for compliance with the SPAC Rules may cause us to liquidate the funds in the Trust Account or liquidate Plum at an earlier time

than we might otherwise choose.

SPAC Rules require, among other items, (i) additional disclosures relating to SPAC business combination transactions;

(ii) additional

disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings

and SPAC initial business combinations;

(iii) the use of projections by SPACs in SEC filings in connection with proposed business combination

transactions;

and (iv) both the SPAC and the target company’s status as co-registrants on de-SPAC transaction registration statements.

addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation

under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its

management team in furtherance of such goals.

with the SPAC Rules and related guidance may increase the costs and the time needed to negotiate and complete an initial business combination,

may constrain the circumstances under which we could complete an initial business combination.

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

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

a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled

“Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”

(the “SEC Statement”).

Specifically, the SEC Statement focused on warrants that have certain settlement terms and provisions

related to certain tender offers or warrants which do not meet the criteria to be considered indexed to an entity’s own stock,

which terms are similar to those contained in the warrant agreement governing our Warrants.

As a result of the SEC Statement, we reevaluated

the accounting treatment of our 6,384,326 Public Warrants and 6,256,218 Private Placement Warrants and determined that the Warrants should

be reclassified as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

a result, included on our balance sheet as of December 31, 2023, contained elsewhere in this Annual Report are derivative liabilities

related to embedded features contained within our Warrants.

Accounting Standards Codification 815-40, “Derivatives and Hedging

—Contracts on an Entity’s Own Equity”, provides for the remeasurement of the fair value of such derivatives at each

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

statement of operations.

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

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

Due to the recurring fair value measurement, we expect that

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

face risks related to the restatement of our previously issued consolidated financial statements with respect to the Affected Periods.

discussed in the Explanatory Note and in Note 2 to the consolidated financial statements in this Form 10-K, we reached a determination

to restate certain financial information and related footnote disclosures in our previously issued consolidated financial statements

for the Affected Periods.

As a result, we have become subject to a number of additional risks and uncertainties, which may affect investor

confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.

We expect to continue to

face many of the risks and challenges related to the restatement, including the following:

may face potential for litigation or other disputes, which may include, among others, claims

invoking the federal and state securities laws, contractual claims or other claims arising

from the restatement;

processes undertaken to effect the restatement may not have been adequate to identify and

correct all errors in our historical financial statements and, as a result, we may discover

additional errors and our financial statements remain subject to the risk of future restatement.

cannot assure that all of the risks and challenges described above will be eliminated or that general reputational harm will not persist.

If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially

RISK FACTORS.

future operating results could differ materially from the results described in this Annual Report due to the risks and uncertainties

described below.

You should consider carefully the following information about risks in evaluating our business.

If any of the following

risks actually occur, our business, financial condition, results of operations and future growth prospects would likely be materially

and adversely affected.

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

If we are unable to develop and maintain

an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a

timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

issuance of the SEC Staff Statement on April 12, 2021, and after consultation with our independent registered public accounting

firm, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously

issued audited balance sheet as of March 18, 2021, which we filed with the SEC on Form 8-K on March 24, 2021, to account for

the warrants as liabilities measured at fair value, rather than equity securities (the “Restatement”).

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

As a result of these events, which led to the Restatement, we have identified a material weakness in our internal control over financial

our management re-evaluated our application of ASC 480-10-S99-3A to our accounting classification of public shares.

After consultation

with our independent registered public accounting firm, our management and our audit committee concluded that it was appropriate to restate

our previously issued Restated Balance Sheet and unaudited interim financial statements included in our current report on Form 8-K filed

with the SEC on March 24, 2021 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30,

2021, filed with the SEC on May 28, 2021 and August 16, 2021, respectively.

As part of such process, we identified an additional

material weakness in our internal control over financial reporting.

in the course of preparing a response to a comment letter received by the United States Securities and Exchange Commission on February

1, 2024, related to our Registration Statement on Form S-4 filed January 5, 2024, our management has re-evaluated our application of

ASC 470 to our executed Subscription Agreements during 2023.

After consultation with our independent registered public accounting firm,

our management and our audit committee concluded that it was appropriate to restate our previously issued Quarterly Reports on Form 10-Q

for the quarterly periods ended March 31, 2023, June 30, 2023, and September 30, 2023, filed with the SEC on May 23, 2023,

August 21, 2023, and November 22, 2023, respectively.

As part of this process, we identified a third material weakness in our internal

control over financial reporting.

as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures

were not effective as of December 31, 2023 due to the material weakness in our internal controls during the year ended 2023 and

2022 over accounting and reporting complex financial instruments including the accounting of subscription agreements, proper classification

of warrants as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current,

and under accrual of liabilities.

These material weaknesses in our internal controls have not been remediated as of December 31, 2023.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial

statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the

financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results

of operations and cash flows for the periods presented.

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

a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud.

We continue to evaluate steps to remediate the material weakness.

If we identify any new material weakness in the future, any such newly

identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result

in a material misstatement of our annual or interim financial statements.

In such case, we may be unable to maintain compliance with

securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements,

investors may lose confidence in our financial reporting and the price of our securities may decline as a result.

We cannot assure you

that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material

are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of

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

our business operations in these circumstances, the market price of our securities would likely decline.

In addition, we cannot assure

investors that our assumptions and expectations will prove to be correct.

Important factors could cause our actual results to differ

materially from those indicated or implied by forward-looking statements.

Management’s Discussion and Analysis

of Financial Condition and Results Of Operations – Cautionary Note Regarding Forward-Looking Information” for a discussion

of some of the forward-looking statements that are qualified by these risk factors.

Factors that could cause or contribute to such differences

include those factors discussed below.

of Risk Factors

in our common stock involves risks.

In addition, our business and operations are subject to a number of risks, which you should be aware

of prior to making a decision to invest in our common stock.

These risks are discussed more-fully in this “ Item 1A.

Risk Factors ”

section of this Annual Report beginning on page 18.

Below is a summary of these risks.

Veea has not generated

significant revenue from product sales, has incurred significant losses in recent years, and anticipates that it will continue to

incur significant losses for the foreseeable future;

Veea will need to raise

substantial additional funding, which would dilute existing shareholders, and a failure to secure additional funding would force

the combined company to delay, reduce, or eliminate some of its product development programs or commercialization efforts;

The market for Veea’s

platform and products is relatively new and highly competitive and the estimates of market opportunity and forecasts of market growth

may prove to be inaccurate;

Veea may be unable to effectively

manage its growth;

If Veea does not develop

its services and introduce new services that achieve market acceptance, its growth, business, results of operations and financial

condition could be adversely affected;

Veea’s sales cycle

is often long and unpredictable;

Real or perceived errors,

failures, defects, or bugs in Veea’s platforms, or disruptions in Veea’s operations, could adversely affect its results

of operations and growth prospects;

Veea bears costs and risks

associated with relying on distribution and partnering arrangements;

Veea’s operations

are complex and rely on third party manufacturers, and any scarcity or unavailability of critical components used in Veea’s

products could damage its business;

Veea depends on its management

team and other key employees;

has significant operations in foreign countries which expose it to certain risks inherent in doing business internationally;

in international trade policies, tariffs, treaties customs, trade sanctions, trade embargoes and other barriers affecting importing/exporting

materials may have a material adverse effect on Veea’s ability to import or export goods in a cost-effective and timely manner.

Veea may not be able to

protect its intellectual property rights;

Veea may be subject to

claims that Veea’s employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current

or former employers or claims asserting ownership of what Veea regards as Veea’s own intellectual property;

Third-party claims of intellectual

property infringement, misappropriation or other violations against Veea or its collaborators may prevent or delay Veea’s products;

If Veea’s security

measures are breached or fail and unauthorized access is obtained to a customer’s data, Veea’s service may be perceived

as insecure, the attractiveness of its services to current or potential customers may be reduced, and Veea may incur significant

Cybersecurity incidents

may have a material adverse effect on Veea’s business, operations, financial performance, customer and vendor relationships,

reputation and brand;

Veea is subject to many

federal, state and local laws with which compliance is both costly and complex;

Potential health risks

related to radiofrequency electromagnetic fields may subject Veea to various product liability claims and result in regulatory changes;

We rely on third-party

telecommunications and internet service providers, including connectively to our cloud software, and any failure by these services

to provide reliable services may cause us to lose customers and subject us to claims for credits or damages, among other things;

Veea is an “emerging

growth company” within the meaning of the Securities Act, and, if Veea takes advantage of certain exemptions from disclosure

requirements available to emerging growth companies, this could make our securities less attractive to investors;

A portion of our total

outstanding shares are restricted from immediate resale but may be sold into the market in the near future;

Because there are no current

plans to pay cash dividends on the Common Stock for the foreseeable future, you may not receive any return on investment unless you

sell the Common Stock at a price greater than what you paid for it;

Veea’s business and

operations could be negatively affected if it becomes subject to any litigation or stockholder activism;

An active, liquid trading

market may not develop for the Common Stock;

The other risks and uncertainties

discussed in this “ Item 1A.

Risk Factors ” elsewhere in this Annual Report.

Related to Our Limited Operating History, Financial Position, and Capital Requirements

has incurred significant losses in recent years and anticipates that it will continue to incur significant losses in the near term.

has suffered recurring losses from operations since its inception.

In addition, Veea will incur significant sales, marketing and manufacturing

expenses, in addition to the additional associated costs Veea will incur in connection with operating as a public company after the closing

of the Business Combination.

As a result, Veea expects to continue to incur significant operating losses over the next several years.

Because of the numerous risks and uncertainties associated with developing computing technology products, Veea is unable to predict the

extent of any future losses or when Veea will become profitable, if at all.

Even if Veea does become profitable, Veea may not be able

to sustain or increase its profitability on a quarterly or annual basis.

amount of Veea’s future losses is uncertain, and Veea’s quarterly and annual operating results may fluctuate significantly

in the future due to a variety of factors, many of which are outside of its control and may be difficult to predict, including, but not

limited to, the following:

Component supply constraints

and sudden, unanticipated price increases from Veea manufacturers, suppliers and vendors;

Veea’s inability

to accurately forecast product demand, resulting in increased inventory exposure and/or lost sales;

Slow or negative growth

in the networking, smart agriculture, smart building, smart retail and related technology markets;

Changes in U.S.

and international

trade policy that adversely affect customs, tax or duty rates and/or currency fluctuations;

Intense competition from

established and emerging players;

Rapid technological change

leading to product obsolescence;

Slowdown or changes in

market demand for technology products and services;

Reliance on a limited number

of customers or products for revenue;

Inability to raise additional

capital if needed;

Failure to effectively

manage and scale critical infrastructure;

Delays in product development

and manufacturing causing missed market opportunities.

cumulative effects of these factors could result in large fluctuations and unpredictability in Veea’s quarterly and annual operating

As a result, comparing Veea’s operating results on a period-to-period basis may not be meaningful.

This variability and

unpredictability could also result in Veea failing to meet the expectations of industry or financial analysts or investors for any period.

If Veea’s revenue or operating results fall below the expectations of analysts or investors or below any forecasts Veea may provide

to the market, or if the forecasts Veea provides to the market are below the expectations of analysts or investors, the price of Veea’s

Common Stock could decline substantially.

Such a stock price decline could occur even if Veea has met any previously publicly stated

guidance it may provide.

has not generated any significant revenue from product sales.

ability to become profitable depends upon Veea’s ability to generate revenue.

To date, Veea has not generated significant revenue

from its products or from product sales.

Veea’s ability to generate revenue depends on a number of factors, many of which are detailed

elsewhere herein, and including, but not limited to, Veea’s ability to:

Solve real problems for

its target market in a unique and compelling way and truly understand the needs of its customers;

Clearly articulate the

benefits and differentiation for Veea from its competitors;

Design, build and deliver

products and services that are reliable and effective and meet customer expectations;

Constantly innovate and

differentiate its products and services including adding additional features and functionalities;

Reach its target market

through the right sales efforts including the right channels and partners;

Utilize a clear and actionable

sales strategy to identify, qualify, and convert leads into paying customers;

Generate interest in Veea

products and services via effective marketing and publicity;

Price its products and

services to match the market’s perception of value of those products and services;

Maintain consistent design

and manufacturing of Veea products to match inventory with demand;

Continue to deliver high-quality

products and services on time and within budget for its customers;

Provide responsive and

helpful customer support that leaves a positive impression and builds loyalty;

Continuously improve all

Veea products, services and processes to enhance efficiency, reduce costs, and optimize performance.

Veea does not achieve one or more of these factors in a timely manner or at all, Veea could experience significant delays or an inability

to successfully commercialize its products, which would materially harm its business.

will need to raise substantial additional funding.

If Veea is unable to raise capital when needed or on terms acceptable to Veea, it

would be forced to delay, reduce, or eliminate some of its product development programs or commercialization efforts.

development of edge computing devices and products is capital-intensive.

Veea expects its expenses to significantly increase in connection

with its ongoing activities, and to incur significant commercialization expenses related to product sales, marketing, manufacturing and

distribution.

Veea may also need to raise additional funds sooner if Veea chooses to pursue additional indications and/or geographies

for its current or future products or otherwise expands more rapidly than presently anticipated.

Furthermore, Veea will incur additional

costs associated with operating as a public company.

Accordingly, Veea will need to obtain substantial additional funding in connection

with its continuing operations.

If Veea is unable to raise capital when needed or on attractive terms, Veea would be forced to delay,

reduce or eliminate certain of its research and development programs or future commercialization efforts.

computing technology products is a time-consuming, expensive and uncertain process that takes years to complete.

In addition, Veea’s

products may not achieve commercial success.

may need to continue to rely on additional financing to achieve its business objectives.

Any additional fundraising efforts may divert

Veea’s management from their day-to-day activities, which may adversely affect Veea’s ability to develop and commercialize

its products.

Market conditions and disruptions in the market (such as due to economic downturn, and geopolitical developments such as

the war in Ukraine) may make equity and debt financing more difficult to obtain and may have a material adverse effect on Veea’s

ability to meet its fundraising needs.

Veea cannot guarantee that future financing will be available in sufficient amounts or on terms

acceptable to Veea, if at all.

Veea is unable to obtain funding on a timely basis or on acceptable terms, Veea may be required to significantly curtail, delay or discontinue

one or more of its research or development programs or commercialization or be unable to expand its operations or otherwise capitalize

on its business opportunities as desired, which could materially affect its business, financial condition and results of operations.

additional capital may cause dilution to Veea’s stockholders, restrict its operations or require it to relinquish rights to its

technologies or products.

such time, if ever, as Veea can generate substantial product revenue, Veea expects to finance its cash needs through a combination of

private and public equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements.

Veea does not have

any committed external source of funds.

The terms of any financing may adversely affect the holdings or the rights of Veea’s stockholders

and the issuance of additional securities, whether equity or debt, by Veea or the possibility of such issuance, may cause the market

price of Veea’s shares to decline.

To the extent that Veea raises additional capital through the sale of common stock or securities

convertible or exchangeable into common stock, your ownership interest will be diluted, and the terms of those securities may include

liquidation or other preferences that may materially adversely affect your rights as a stockholder.

Debt financing, if available, would

increase Veea’s fixed payment obligations and may involve agreements that include covenants limiting or restricting Veea’s

ability to take specific actions, such as incurring additional debt, acquiring, selling or licensing intellectual property rights, and

making capital expenditures, declaring dividends or other operating restrictions that could adversely impact Veea’s ability to

conduct its business.

Veea could also be required to meet certain milestones in connection with debt financing and the failure to achieve

such milestones by certain dates may force Veea to relinquish rights to some of its technologies or products or otherwise agree to terms

unfavorable to Veea which could have a material adverse effect on Veea’s business, operating results and prospects.

also could be required to seek funds through arrangements with collaborators or distributors or otherwise at an earlier stage than otherwise

would be desirable.

If Veea raises funds through collaborations, strategic alliances or distribution or licensing arrangements with third

parties, Veea may have to relinquish valuable rights to its intellectual property, future revenue streams, research programs or products,

grant licenses on terms that may not be favorable to Veea or grant rights to develop and market products that Veea would otherwise prefer

to develop and market itself, any of which may have a material adverse effect on Veea’s business, operating results and prospects.

Related to Our Business, Industry and Technology

market for Veea’s platform and products is relatively new, and may decline or experience limited growth, and Veea’s business

is dependent on its clients’ continuing adoption and use of its services and products.

market for edge computing is in an early stage of development.

There is considerable uncertainty over the size and rate at which this

market will grow, as well as whether our platform will be widely adopted.

Our success will depend, to a substantial extent, on the widespread

adoption of our platform as an alternative to other solutions.

Veea believes a broad market exists for its products and services, Veea’s assumptions may be incorrect or overestimated.

there can be no assurance that Veea’s products and services will achieve a sufficient level of market acceptance to result in profitable

in the event a broad market exists for its products and services, Veea may not have sufficient capital resources to implement its business

plan and successfully achieve market acceptance.

The timing, size and technology choices in the market could evolve differently than

predicted and Veea could encounter unforeseen technical challenges in meeting market demand.

estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and any real or perceived inaccuracies may

harm our reputation and negatively affect our business.

Even if the market in which we compete achieves the forecasted growth, our business

could fail to grow at similar rates, if at all.

market opportunity estimates, and our growth forecasts are subject to significant uncertainty and are based on assumptions and estimates

that may not prove to be accurate.

The variables that go into the calculation of our market opportunity are subject to change over time,

and there is no guarantee that any particular number or percentage of addressable companies or end-users covered by our market opportunity

estimates will purchase our products at all or generate any particular level of revenues for us.

Even if the market in which we compete

meets the size estimates and growth forecasted, our business could fail to grow for a variety of reasons, including reasons outside of

our control, such as competition in our industry.

may be unable to effectively manage growth.

Veea to succeed, it may need to undergo significant expansion.

There can be no assurance that it will achieve this expansion.

Additionally,

expansion may place a significant strain on Veea’s management, operational and financial resources.

There can be no assurance that

Veea’s current and planned personnel, systems, procedures and controls will be adequate to support its future operations at any

increased level.

Veea’s ability to manage such growth effectively will require Veea to develop and improve operational, management

and financial systems and controls and to hire, train, motivate and manage its employees and contractors.

As a result, Veea is subject

to significant growth-related risks, including the risk that it will be unable to hire or retain the necessary personnel or acquire other

resources necessary to service such growth adequately.

Veea’s failure to manage growth effectively could have a material adverse

effect on its business, results of operations and financial condition.

Veea does not develop enhancements to its services and introduce new services that achieve market acceptance, its growth, business, results

of operations and financial condition could be adversely affected.

ability to attract new clients and increase revenue from existing clients depends, in part, on its ability to enhance and improve its

existing offerings, increase adoption and usage of its offerings, and introduce new offerings.

The success of any enhancements or new

offerings depends on several factors, including timely completion, adequate quality testing, actual performance quality, market accepted

pricing levels and overall market acceptance.

and new services that Veea develops may not be introduced in a timely or cost-effective manner, may contain errors or defects, may have

interoperability difficulties with its platform or other services or may not achieve the broad market acceptance necessary to generate

significant revenue.

Furthermore, Veea’s ability to increase the usage of its services depends, in part, on the development of

new uses for its services, which may be outside of its control.

If Veea is unable to successfully enhance its existing services to meet

evolving consumer requirements, increase adoption and usage of its services, develop new services, or if its efforts to increase the

usage of its services are more expensive than Veea expects, then its business, results of operations and financial condition would be

adversely affected.

may impact Veea’s results and its ability to operate profitably.

markets in which Veea operates are competitive in terms of price, functionality, service quality, customization, timing of development,

and the introduction of new products and services.

Veea may encounter increased competition from new market entrants and alternative

technologies.

Veea’s competitors may implement new technologies before Veea does, offer more attractively priced or enhanced products,

services or solutions, or they may offer other incentives that Veea does not provide.

Some of Veea’s competitors may also have

greater resources in certain business segments or geographic areas than Veea does.

In addition, industry convergence and consolidation

could potentially result in stronger competitors with greater resources and competitive advantages than Veea.

Veea fails to compete effectively, this could have a materially adverse effect on Veea’s revenues, financial condition, profitability

and cash flows.

Competitive forces may also lead to reduced profit margins, loss of market share, and increased costs in research and

development, manufacturing, and sales and marketing expense.

sales efforts involve considerable time and expense and its sales cycle is often long and unpredictable.

results of operations may fluctuate, in part, because of the intensive nature of Veea’s sales efforts and the length and unpredictability

of Veea’s sales cycle.

As part of Veea’s sales efforts, Veea invests considerable time and expense evaluating the specific

organizational needs of its potential customers and educating these potential customers about the technical capabilities and value of

our platforms and services.

Veea often also provides its platforms to potential customers at no or low cost initially to them for evaluation

purposes through short-term pilot deployments of Veea’s platforms, and there is no guarantee that Veea will be able to convert

customers from these short-term pilot deployments to full revenue-generating contracts.

The length of Veea’s sales cycle, from

initial demonstration of its platforms to sale of its platforms and services, tends to be long and varies substantially from customer

Veea’s sales cycle often lasts many months.

Because decisions to purchase Veea’s platforms involves significant

financial commitments, potential customers generally evaluate Veea’s platforms at multiple levels within their organization, each

of which often have specific requirements and typically involve their senior management.

results of operations depend on sales to government and commercial enterprise organizations, which make product purchasing decisions

based in part or entirely on factors, or perceived factors, not directly related to the features of the platforms, including, among others,

that customer’s projections of business growth, uncertainty about macroeconomic conditions, capital budgets, anticipated cost savings

from the implementation of our platforms, potential preference for such customer’s internally-developed solutions, perceptions

about Veea’s business and platforms, more favorable terms offered by potential competitors, and previous technology investments.

In addition, certain decision makers and other stakeholders within Veea’s potential customers tend to have vested interests in

the continued use of internally developed or existing solutions, which may make it more difficult for us to sell our platforms and products.

As a result of these and other factors, Veea’s sales efforts typically require an extensive effort throughout a customer’s

organization, a significant investment of human resources, expense and time, including by its senior management, and there can be no

assurances that it will be successful in making a sale to a potential customer.

If Veea’s sales efforts to a potential customer

do not result in sufficient revenue to justify Veea’s investments, including in its growing direct sales force, its business, financial

condition, and results of operations could be adversely affected.

ability to sell its platform and satisfy its customers is dependent on the quality of its services, and its failure to offer high quality

services could have a material adverse effect on its sales and results of operations.

Veea’s platforms are deployed and integrated with our customers’ existing information technology investments and data, Veea’s

customers depend on our support and maintenance services to resolve any issues relating to our platforms.

Increasingly, Veea’s

platforms have been deployed in large-scale, complex technology environments, and Veea believes its future success will depend on its

ability to increase sales of its platforms for use in such deployments.

Further, its ability to provide effective ongoing services, or

to provide such services in a timely, efficient, or scalable manner, may depend in part on its customers’ environments and their

upgrading to the latest versions of its platforms and participating in its centralized platform management and services.

addition, Veea’s ability to provide effective services is largely dependent on our ability to attract, train, and retain qualified

personnel with experience in supporting customers on platforms such as Veea’s platforms.

The number of Veea’s customers has

grown significantly, and that growth has and may continue to put additional pressure on its services teams.

Veea may be unable to respond

quickly enough to accommodate short-term increases in customer demand for its support and maintenance services.

Veea also may be unable

to modify the future scope and delivery of its support and maintenance services to compete with changes in the services provided by its

Increased customer demand for support, without corresponding revenue, could increase costs and negatively affect Veea’s

business and results of operations.

In addition, as Veea continues to grow its operations and expand outside of the United States, Veea

needs to be able to provide efficient services that meet its customers’ needs globally at scale, and its services teams may face

additional challenges, including those associated with operating the platforms and delivering support, training, and documentation in

languages other than English and providing services across expanded time-zones.

If Veea is unable to provide efficient support and maintenance

services globally at scale, its ability to grow its operations may be harmed, and Veea may need to hire additional services personnel,

which could negatively impact its business, financial condition, and results of operations.

customers typically need training in the proper use of and the variety of benefits that can be derived from its platforms to maximize

the potential of its platforms.

If Veea does not effectively deploy, update, or upgrade its platforms, succeed in helping its customers

quickly resolve post-deployment issues, and provide effective ongoing services, Veea’s ability to sell additional products and

services to existing customers could be adversely affected, Veea may face negative publicity, and its reputation with potential customers

could be damaged.

Many enterprise and government customers require higher levels of service than smaller customers.

If Veea fails to

meet the requirements of the larger customers, it may be more difficult to execute on its strategy to increase its penetration with larger

As a result, Veea’s failure to maintain high quality services may have a material adverse effect on its business, financial

condition, results of operations, and growth prospects.

or perceived errors, failures, defects, or bugs in Veea’s platforms could adversely affect its results of operations and growth

Veea offers very complex technology platforms, undetected errors, defects, failures, or bugs have occurred and may in the future occur,

especially when platforms or capabilities are first introduced or when new versions or other product or infrastructure updates are released.

Veea’s platforms are often installed and used in large-scale computing environments with different operating systems, software

products and equipment, and data source and network configurations, which may cause errors or failures in Veea’s platforms or may

expose undetected errors, failures, or bugs in its platforms.

Despite testing by Veea, errors, failures, or bugs may not be found in

new software or releases until after commencement of commercial shipments.

In the past, errors have affected the performance of its platforms

and can also delay the development or release of new platforms or capabilities or new versions of platforms, adversely affect its reputation

and its customers’ willingness to buy platforms from Veea and adversely affect market acceptance or perception of Veea’s

Many of Veea’s customers use its platforms in applications that are critical to their businesses or missions and may

have a lower risk tolerance to defects in Veea’s platforms than to defects in other, less critical, software products.

or delays in releasing new software or new versions of platforms or allegations of unsatisfactory performance, errors, defects, or failures

in released software could cause Veea to lose revenue or market share, increase Veea’s service costs, cause Veea to incur substantial

costs in redesigning the software, cause Veea to lose significant customers, subject Veea to liability for damages and divert Veea’s

resources from other tasks, any one of which could materially and adversely affect Veea’s business, results of operations and financial

In addition, Veea’s platforms could be perceived to be ineffective for a variety of reasons outside of its control.

Hackers or other malicious parties could circumvent Veea’s or Veea’s customers’ security measures, and customers may

misuse Veea’s platforms resulting in a security breach or perceived product failure.

or perceived errors, failures, or bugs in our platforms and services, or dissatisfaction with Veea’s services and outcomes, could

result in customer terminations and/or claims by customers for losses sustained by them.

In such an event, Veea may be required, or Veea

may choose, for customer relations or other reasons, to expend additional resources in order to help correct any such errors, failures,

Although Veea has limitation of liability provisions in Veea’s standard software licensing and service agreement terms

and conditions, these provisions may not be enforceable in some circumstances, may vary in levels of protection across our agreements,

or may not fully or effectively protect Veea from such claims and related liabilities and costs.

generally provides a warranty to its customers for its software products and services.

In the event that there is a failure of warranties

in such agreements, Veea is generally obligated to correct the product or service to conform to the warranty provision as set forth in

the applicable agreement, or, if Veea is unable to do so, the customer is entitled to seek a refund of the purchase price of the product

and service (generally prorated over the contract term).

The sale and support of Veea’s products also entail the risk of product

liability claims.

Veea maintains insurance to protect against certain claims associated with the use of its products, but its insurance

coverage may not adequately cover any claim asserted against us.

In addition, even claims that ultimately are unsuccessful could result

in Veea’s expenditure of funds in litigation and divert management’s time and other resources.

addition, Veea’s platforms integrate a wide variety of other elements, and Veea’s platforms must successfully interoperate

with products from other vendors and its customers’ internally developed software.

As a result, when problems occur for a customer

using Veea’s platforms, it may be difficult to identify the sources of these problems, and Veea may receive blame for a security,

access control, or other compliance breach that was the result of the failure of one of the other elements in a customer’s or another

vendor’s information technology, security, or compliance infrastructure.

The occurrence of software or errors in data, whether

or not caused by Veea’s platforms, could delay or reduce market acceptance of Veea’s platforms and have an adverse effect

on Veea’s business and financial performance, and any necessary revisions may cause Veea to incur significant expenses.

The occurrence

of any such problems could harm Veea’s business, financial condition, and results of operations.

If an actual or perceived breach

of information correctness, auditability, integrity, or availability occurs in one of our customers’ systems, regardless of whether

the breach is attributable to Veea’s platforms, the market perception of the effectiveness of Veea’s platforms could be harmed.

Alleviating any of these problems could require additional significant expenditures of Veea’s capital and other resources and could

cause interruptions, delays, or cessation of Veea’s product licensing, which could cause Veea to lose existing or potential customers

and could adversely affect Veea’s business, financial condition, results of operations, and growth prospects.

product failure could expose Veea to damages (including consequential damages or strict liability) if used in certain critical usage

situations (e.g., monitoring a critical system like a transportation control system or water level control use case).

Veea’s contractual

liability disclaimers could be set-aside by a court or administrative agency, exposing Veea to economic and reputational injury.

bears costs and risks associated with relying on distribution and partnering arrangements.

and retaining qualified third-party distributors and channel partners and training them in our technology and product offerings require

significant time and resources.

To develop and expand our distributors and channel partners, we must continue to scale and improve our

processes and procedures that support our distributors and channel partners.

if our relationship with a successful distributor or channel partner terminates, we may be unable to replace them without disruption

to our business.

If we fail to maintain positive relationships with our distributors or channel partners, fail to develop new relationships

with other distributors or channel partners (including in new markets), fail to manage, train, or incentivize our existing distributors

or channel partners effectively, or fail to strike agreements with attractive terms, or if our distributors and channel partners are

not successful in their businesses, our revenue may decrease, and our operating results, reputation, and business may be harmed.

Additionally,

if Veea does not effectively manage its sales channel and distributor inventory and product mix, it may incur costs associated with excess

inventory or lose sales from having too few products.

If we improperly forecast demand for our products, we could incur increased expenses

associated with writing off excessive or obsolete inventory, lose sales, incur penalties for late delivery or incur additional costs

by having to ship products by air freight.

disruption of Veea’s operations, whether due to natural or political events, may be highly damaging to the operation of Veea’s

business operations and those of its suppliers are vulnerable to interruption by fire, earthquake, hurricane, flood or other natural

disasters, power loss, computer viruses, computer systems failure, telecommunications failure, pandemics, quarantines, national catastrophe,

terrorist activities, war and other events beyond its control.

If any disaster were to occur, our or our supplier’s ability to

operate could be seriously impaired and Veea could experience material harm to our business, operating results and financial condition.

delivery of goods from suppliers, and to customers, could also be hampered for the reasons stated above.

Interruptions to Veea’s

systems and communications may have an adverse effect on Veea’s operations and financial condition.

operations are complex and rely on third party manufacturers.

If critical components used in Veea’s products become scarce or unavailable,

Veea may incur delays in delivering its products and providing services, which could damage its business.

Veea relies on a sustainable

supply chain.

Any issues with this supply chain could adversely affect daily business operations and profitability.

depends on third party providers, suppliers and licensors to supply some of the hardware, software and support necessary to provide some

of Veea’s products and services.

Veea obtains these materials from a limited number of vendors, some of which do not have a long

operating history, or which may not be able to continue to supply the equipment, supplies, and services it desires.

Some of Veea’s

hardware, software and operational support vendors represent Veea’s primary or sole source of supply or have, either through contract

or as a result of intellectual property rights, a position of some exclusivity.

If demand exceeds these vendors’ capacity or if

these vendors experience operating or financial difficulties or are otherwise unable to provide the equipment or services Veea needs

in a timely manner, at its specifications and at reasonable prices, its ability to provide some services might be materially adversely

affected, or the need to procure or develop alternative sources of the affected materials or services might delay Veea’s ability

to serve our customers.

These events could materially and adversely affect Veea’s ability to retain and attract customers, and

have a material negative impact on Veea’s operations, business, financial results and financial condition.

reliance on third-party manufacturers also exposes Veea to the following risks over which it has limited control:

unexpected increases in

manufacturing and repair costs;

inability to control the

timing, quality and reliability of finished products;

inability to control delivery

liability for expenses

incurred by third-party manufacturers in reliance on forecasts that later prove to be inaccurate, including the cost of components

purchased by third-party manufacturers on Veea’s behalf;

industry consolidation

and divestitures, which may result in changed business and product priorities among certain suppliers.

lack of adequate capacity

to manufacture all or a part of the products Veea requires;

labor unrest affecting

the ability of the third-party manufacturers to produce Veea products.

relies on third-party telecommunications and internet service providers, and any failure by these service providers to provide reliable

services could cause Veea to lose customers and subject it to claims for credits or damages, among other things.

relies on services from third-party telecommunications providers in order to provide services to its customers and their customers.

addition, Veea depends on its internet bandwidth suppliers to provide uninterrupted and error-free service through their, networks.

exercises little control over these third-party providers, which increases its vulnerability to problems with the services they provide.

problems occur, it may be difficult to identify the source of the problem.

Service disruption or outages, whether caused by Veea’s

service, the products or services of Veea’s third-party service providers, or Veea’s customers’ or their customers’

equipment and systems, may result in loss of market acceptance of its products and technologies and any necessary remedial actions may

force it to incur significant costs and expenses.

any of these service providers fail to provide reliable services, suffer outages, degrade, disrupt, increase the cost of or terminate

the services that Veea and its customers depend on, Veea may be required to switch to another service provider.

Delays caused by switching

Veea’s technology to another service provider, if available, and qualifying this new service provider could materially harm its

operating results.

Further, any failure on the part of third-party service providers to achieve or maintain expected performance levels,

stability and security could harm Veea’s relationships with its customers, cause it to lose customers, result in claims for credits

or damages, increase its costs or the costs incurred by its customers, damage its reputation, significantly reduce customer demand for

its products and technologies and seriously harm its and operating results.

depends on its management team and other key employees, and the loss of one or more of these employees or an inability to attract and

retain highly skilled employees could adversely affect its business.

future success depends, in part, on Veea’s ability to continue to attract and retain highly skilled personnel.

The loss of the

services of any of our key personnel, the inability to attract or retain qualified personnel, or delays in hiring required personnel,

particularly in engineering and sales, may seriously and adversely affect Veea’s business, financial condition and results of operations.

Although Veea has entered into employment or consulting agreements with certain of Veea’s personnel, their employment is generally

for no specific duration.

future performance also depends on the continued services and continuing contributions of Veea’s senior management team, which

include Allen Salmasi, Veea’s Founder and Chief Executive Officer to execute on Veea’s business plan and to identify and

pursue new opportunities and product innovations.

Veea has not entered into an employment agreement with Mr.

services of Veea’s senior management team, particularly Veea’s Chief Executive Officer could significantly delay or prevent

the achievement of Veea’s development and strategic objectives, which could adversely affect Veea’s business, financial condition

and results of operations.

may not be successful in continuing to attract and retain highly qualified employees to remain competitive.

believes that Veea’s future success largely depends on Veea’s continued ability to hire, develop, motivate and retain engineers

and other qualified employees who develop successful new products/solutions, support Veea’s existing product range and provide

services to Veea’s customers and create great customer experience.

for highly qualified people in the industries in which Veea operates remains intense.

This competition is only further increased by the

fact that other industries are looking for similar talent.

Veea is continuously striving to create a positive work experience for its

However, there are no guarantees that Veea will be successful in attracting and retaining employees with the right skills

in the future, and failure in retaining and recruiting could have a material adverse effect on Veea’s business and brand.

management team has limited experience managing a public company and regulatory compliance may divert their attention from the day-to-day

management of Veea’s business.

of the individuals who now constitute Veea’s management team have limited experience managing a publicly traded company, interacting

with public company investors and complying with the increasingly complex laws pertaining to public companies.

Veea’s management

team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight

and reporting obligations under federal securities laws and the continuous scrutiny of securities analysts and investors.

These new obligations

and constituents will require significant attention from Veea’s senior management and could divert their attention away from the

day-to-day management of the businesses, which could adversely affect Veea’s businesses.

It is probable that Veea will be required

to expand its employee base and hire additional employees to support its operations as a public company, which would increase Veea’s

operating costs in future periods.

economic conditions could materially adversely impact demand for Veea’s products and services.

operations and performance depend significantly on worldwide economic conditions.

Uncertainty about global economic conditions could

result in customers postponing purchases of Veea’s products and services in response to tighter credit, unemployment, negative

financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect

on demand for Veea’s products and services and, accordingly, on Veea’s business, results of operations or financial condition.

For example, any economic and political uncertainty caused by the United States tariffs imposed on goods from various countries, and

any corresponding tariffs from those countries in response, may negatively impact demand and/or increase the cost for Veea’s products.

There is also potential adverse impact including reduced demand for products and services, excess and obsolete inventories, financial

difficulties among our suppliers and vendors, difficulty in collecting on accounts receivable, increased difficulty in forecasting sales

and operating results and increased volatility in results.

challenging global economic conditions, e.g., downturn in the global economy, political unrest and uncertainty, labor and supply shortages,

increasing inflation and rising interest rates, or geopolitical risks and trade frictions may have adverse, wide-ranging effects on demand

for Veea’s products and for the products of Veea’s customers.

This could cause customers to postpone investments or initiate

other cost-cutting measures to maintain or improve their financial position.

This could also result in significantly reduced expenditures

for Veea’s products and services, including network infrastructure, in which case Veea’s operating results would suffer.

If demand for Veea’s products and services were to fall, Veea may experience material adverse effects on Veea’s revenues,

cash flow, capital employed and value of Veea’s assets and Veea could incur operating losses.

The potential adverse effects of

an economic downturn include:

reduced demand for products

and services, resulting in increased price competition or deferrals of purchases, with lower revenues not fully compensated through

reduced costs;

excess and obsolete inventories

and excess manufacturing capacity;

financial difficulties

or failures among Veea’s suppliers;

increased demand for customer

finance, difficulties in collection of accounts receivable and increased risk of counter party failures;

impairment losses related

to Veea’s intangible assets as a result of lower forecasted sales of certain products;

increased difficulties

in forecasting sales and financial results as well as increased volatility in Veea’s reported results.

operations in foreign countries expose us to certain risks inherent in doing business internationally, which may adversely affect Veea’s

business, results of operations or financial condition.

has revenue, operations, contract manufacturing arrangements in foreign countries that expose Veea to certain risks.

For example, fluctuations

in exchange rates may affect Veea’s revenue, expenses and results of operations as well as the value of Veea’s assets and

liabilities as reflected in our financial statements.

Veea is also subject to other types of risks, including the following:

protection of intellectual property and trade secrets;

tariffs, customs, trade

sanctions, trade embargoes and other barriers to importing/exporting materials and products in a cost-effective and timely manner,

or changes in applicable tariffs or custom rules;

the burden of complying

with and changes in U.S.

or international taxation policies;

timing and availability

of export licenses including authorization for the export of controlled items;

rising labor costs;

disruptions in or inadequate

infrastructure of the countries where Veea operates;

the impact of public health

epidemics on employees and the global economy;

difficulties in collecting

accounts receivable;

difficulties in staffing

and managing international operations;

the burden of complying

with foreign and international laws and treaties.

Changes in international trade policies,

tariffs and treaties affecting imports and exports may have a material adverse effect on our business operations and prospects.

Recently, the U.S.

has implemented a range of

new tariffs and increases to existing tariffs.

In response to the tariffs announced by the U.S., other countries have imposed, are considering

imposing new or increased tariffs on certain exports from the United States.

There is currently significant uncertainty about the future

relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs.

and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Tariffs, or the threat of tariffs or increased

tariffs, could have a significant negative impact on our business as a result of our current relationships with manufacturers in China

In addition, retaliatory tariffs could have a significant negative impact on our business overseas that rely on imports from

the United States, and our business in the United States that relies on exporting goods internationally.

These tariffs and threats of

tariffs and other potential trade policy changes could lead to material adverse effects on our business operations and prospects.

result of tariffs or the threat of tariffs that may have a material impact on our business, it may be costly or impractical for us to

locate new customers, substitute suppliers for current suppliers and/or develop other business opportunities to mitigate the material

adverse effects of the tariffs.

We may not be able to adequately address the risks presented by these

tariffs or other potential trade policy changes.

If we are unable to mitigate the material adverse effects, if any, presented by the tariffs,

our business prospects, results of operations and financial conditions may be materially adversely affected.

to the global supply chain may affect the timely manufacture and delivery of products.

is subject to variations and disruptions in the availability, price, and lead times for component parts for its products.

periods, Veea may experience longer than normal lead time for component parts.

Increased costs as a result of excessive demand for parts.

In addition, contract manufacturers may be limited in terms of credit terms they can offer.

This may require Veea to pay deposits in

advance of production, or to seek alternative financing.

These problems may be compounded further by finite manufacturing capacity.

impact to Veea and its customers is longer than expected product delivery schedules which has a direct effect on revenue recognition

and cash collection.

geopolitical and trade uncertainty from a range of factors may have a material adverse impact on Veea’s business, operations, business

prospects and consequently on operating results, financial conditions and Veea’s ability to meet Veea’s targets.

is subject to the increasing adverse impact of trade disputes, restrictions on imports and exports, export controls, the dismantling

of dispute settlement mechanisms, and the increased control of national resources like airwaves and communications standards.

risks include the need to modify, change or eliminate current manufacturing capability and capacity, find alternative sources of supply

and manufacturing resources and comply with rules and regulations for local sourcing and investment.

alliances are shifting as global tensions, including between US and China, drive growing economic, technological, military, and political

competition across the world.

At the same time, there are numerous ongoing local and regional conflicts, of which the ongoing military

conflict between the Ukraine and Russia, are of particular significance.

It is not yet clear how these new dynamics will play out across

These tensions, including trade restrictions, enhanced sanctions measures and increased safeguards for national security purposes,

can impact global market conditions and continue to be challenging for global supply chains.

some of Veea’s products are manufactured in China and Taiwan, further changes in the economic and political policies in or relating

to China and tensions between China and Taiwan could have a material adverse effect on Veea’s business.

Additionally, political

instability in the regions in which Veea operates may further increase the risk of possible legal or regulatory violations by Veea or

its suppliers, agents and employees.

Any violation could cause severe reputational harm to Veea and a material adverse effect on Veea’s

business operations.

Additional impacts could include:

reduced or lost market

decreased ability for unrestricted

use of Veea’s global supply chain for all markets, e.g., as a result of import or export restrictions in the US and China;

increased trade restrictions,

including economic sanctions and export controls, tariffs and increased costs which may not be recoverable;

separation of global standards

for mobile telecommunication;

sourcing restrictions and

constraints for access to hardware and software products and components;

reduced efficiency in research

and development (“ R&D ”) and restrictions in use of R&D resources;

deferrals of purchases,

with lower revenues not fully compensated through reduced costs;

excess and obsolete inventories

and excess manufacturing capacity;

financial difficulties

or failures among Veea’s suppliers;

impairment losses related

to Veea’s intangible assets as a result of lower forecasted sales of certain products;

increased difficulties

in forecasting sales and financial results as well as increased volatility in Veea’s reported results.

Veea fails to maintain effective internal control over financial reporting or identify a material weakness or significant deficiency

in its internal control over financial reporting, Veea’s ability to report its financial condition and results of operations in

a timely and accurate manner could be adversely affected, investor confidence in Veea company could diminish, and the value of its stock

Veea’s consolidated financial statements involves a number of complex manual and automated processes, which are dependent upon

individual data input or review and require significant management judgment.

One or more of these processes may result in errors that

may not be detected and could result in a material misstatement or other errors of Veea’s consolidated financial statements.

errors may be more likely to occur when implementing new systems and processes, particularly when implementing evolving and complex accounting

The Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) requires, among other things, that as a publicly

traded company, Veea discloses whether our internal control over financial reporting and disclosure controls and procedures are effective.

material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting such that there is a

reasonable possibility that a material misstatement of Veea’s annual or interim financial statements will not be prevented or detected

on a timely basis.

While Veea continually undertakes steps to improve Veea’s internal controls over financial reporting as Veea’s

business changes, Veea may not be successful in making the improvements and changes necessary to be able to identify and remediate control

deficiencies or material weaknesses on a timely basis.

If Veea is unable to successfully remediate any current or future material weaknesses

in Veea’s internal controls over financial reporting, the accuracy and timing of Veea’s financial reporting may be adversely

Veea’s liquidity, access to capital markets and perceptions of Veea’s creditworthiness may be adversely affected;

Veea may be unable to maintain compliance with securities laws, stock exchange listing requirements and debt instruments covenants regarding

the timely filing of periodic reports;

Veea may be subject to regulatory investigations and penalties;

investors may lose confidence

in its financial reporting;

Veea may suffer defaults under Veea’s debt instruments;

and Veea’s stock price may decline.

Related to Our Intellectual Property

Veea is unable to obtain and maintain patent protection for Veea’s products and other proprietary technologies Veea develops, or

if the scope of the patent protection obtained is not sufficiently broad, Veea’s competitors could develop and commercialize products

and technology similar or identical to Veea’s, and Veea’s ability to successfully commercialize Veea’s products and

other proprietary technologies Veea may develop may be adversely affected.

success depends in large part on Veea’s ability to obtain and maintain patent protection in the U.S.

and other countries with respect

to Veea’s products and other proprietary technologies Veea may develop.

In order to protect Veea’s proprietary position,

Veea has filed and intends to file additional patent applications in the U.S.

and abroad relating to Veea’s products and other

proprietary technologies Veea may develop;

however, there can be no assurance that any such patent applications will issue as granted

patents or that a granted patent will provide sufficient coverage for Veea’s products.

If Veea is unable to obtain or maintain

patent protection with respect to Veea’s products and other proprietary technologies Veea may develop, Veea’s business, financial

condition, results of operations and prospects could be materially harmed.

patent prosecution process is expensive, time-consuming and complex, and Veea may not be able to file, prosecute, maintain, enforce,

or license all necessary or desirable patent applications at a reasonable cost or in a timely manner.

It is also possible that Veea will

fail to identify patentable aspects of Veea’s research and development output in time to obtain patent protection.

Although Veea

enters into non-disclosure and confidentiality agreements with parties who have access to confidential or patentable aspects of Veea’s

research and development output, such as Veea’s employees, corporate collaborators, outside collaborators, contract manufacturers,

consultants, advisors and other third parties, any of these parties may breach the agreements and disclose such output before a patent

application is filed, thereby jeopardizing Veea’s ability to seek patent protection.

In addition, Veea’s ability to obtain

and maintain valid and enforceable patents depends on whether the differences between Veea’s inventions and the prior art allow

Veea’s inventions to be patentable over the prior art.

Furthermore, publications of discoveries in the scientific literature often

lag behind the actual discoveries, and patent applications in the U.S.

and other jurisdictions are typically not published until 18 months

after filing, or in some cases not at all.

Therefore, Veea cannot be certain that Veea or Veea’s licensors were the first to make

the inventions claimed in any of Veea’s owned or licensed patents or pending patent applications, or that Veea or Veea’s

licensors were the first to file for patent protection of such inventions.

patent position of technology companies generally is highly uncertain and involves complex legal and factual questions.

the issuance, scope, validity, enforceability and commercial value of Veea’s patent rights are highly uncertain.

Veea’s patent

applications may not result in patents being issued which protect Veea’s products and other proprietary technologies which Veea

may develop, or which effectively prevent others from commercializing competitive technologies and products.

In particular, Veea’s

ability to stop third parties from making, using, selling, offering to sell, or importing products that infringe Veea’s intellectual

property will depend in part on Veea’s success in obtaining and enforcing patent claims that cover all of Veea’s technology,

inventions and improvements.

With respect to both licensed and company-owned intellectual property, Veea cannot be sure that patents

will be granted with respect to any of Veea’s pending patent applications or with respect to any patent applications filed by us

in the future.

Moreover, even issued patents do not provide Veea with the right to practice Veea’s technology in relation to the

commercialization of Veea’s products.

Third parties may have blocking patents that could be used to prevent us from commercializing

Veea’s products and practicing Veea’s proprietary technology.

Veea’s issued patent as well as patents that may issue

in the future that Veea owns or licenses may be challenged, invalidated, or circumvented, which could limit Veea’s ability to stop

competitors from marketing related products or limit the length of the term of patent protection that Veea may have for Veea’s

Furthermore, Veea’s competitors may independently develop similar technologies.

Additionally,

issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability, and Veea’s patents may be challenged

in the courts or patent offices in the U.S.

Veea may be subject to a third-party pre-issuance submission of prior art to

Patent and Trademark Office (“ USPTO ”) or in other jurisdictions, or become involved in opposition,

derivation, revocation, reexamination, post-grant and inter partes review, or other similar proceedings challenging Veea’s

patent rights.

An adverse determination in any such submission, proceeding or litigation could reduce the scope of, invalidate or render

unenforceable, Veea’s patent rights, allow third parties to commercialize Veea’s products and other proprietary technologies

Veea may develop and compete directly with Veea, without payment to Veea, or result in Veea’s inability to manufacture or commercialize

products without infringing third-party patent rights.

Such proceedings also may result in substantial cost and require significant time

from Veea’s scientists and management, even if the eventual outcome is favorable to us.

addition, if the breadth or strength of protection provided by Veea’s patents and patent applications is threatened, regardless

of the outcome, it could dissuade companies from collaborating with Veea to license, develop or commercialize current or future products.

may not be able to protect Veea’s intellectual property rights throughout the world.

prosecuting, maintaining, enforcing and defending patents and other intellectual property rights on Veea’s technology and any products

Veea may develop in all jurisdictions throughout the world would be prohibitively expensive, and accordingly, Veea’s intellectual

property rights in some jurisdictions outside the U.S.

could be less extensive than those in the U.S.

In some cases, Veea or Veea’s

licensors may not be able to obtain patent or other intellectual property protection for certain technology and products outside the

In addition, the laws of some foreign jurisdictions do not protect intellectual property rights to the same extent as federal and

state laws in the U.S.

Consequently, Veea and Veea’s licensors may not be able to obtain issued patents or other intellectual property

rights covering any products Veea may develop and Veea’s technology in all jurisdictions outside the U.S.

and, as a result, may

not be able to prevent third parties from practicing Veea’s and Veea’s licensors’ inventions in all countries outside

the U.S., or from selling or importing products made using Veea’s inventions in and into the U.S.

or other jurisdictions.

third parties may use Veea’s technologies in jurisdictions where Veea and Veea’s licensors have not pursued and obtained

patent or other intellectual property protection to develop their own products and, further, may export otherwise infringing, misappropriating

or violating products to territories where Veea has patent or other intellectual property protection, but enforcement is not as strong

as that in the U.S.

Additionally,

many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.

The legal systems of certain jurisdictions, particularly certain developing countries, do not favor the enforcement of patents, trade

secrets and other intellectual property protection, which could make it difficult for us to stop the infringement, misappropriation or

other violation of Veea’s patent and other intellectual property rights or marketing of competing products in violation of Veea’s

intellectual property rights generally.

Proceedings to enforce Veea’s or Veea’s licensors’ patent and other intellectual

property rights in foreign jurisdictions could result in substantial costs and divert Veea’s efforts and attention from other aspects

of Veea’s business, could put Veea’s patent and other intellectual property rights at risk of being invalidated or interpreted

narrowly and Veea’s patent applications at risk of not issuing and could provoke third parties to assert claims against us.

or Veea’s licensors may not prevail in any lawsuits that Veea or Veea’s licensors initiate and, if Veea or Veea’s licensors

prevail, the damages or other remedies awarded, if any, may not be commercially meaningful.

Accordingly, Veea’s efforts to enforce

Veea’s intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual

property that Veea develop or license.

jurisdictions also have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties, and

many jurisdictions limit the enforceability of patents against government agencies or government contractors.

In these jurisdictions,

the patent owner may have limited remedies, which could materially diminish the value of such patents.

If Veea or any of Veea’s

licensors is forced to grant a license to third parties with respect to any patents relevant to Veea’s business, Veea’s competitive

position may be impaired, and Veea’s business, financial condition, results of operations and prospects may be adversely affected.

patents covering products Veea may develop could be found invalid or unenforceable if challenged in court or before administrative bodies

owned and licensed patent rights may be subject to priority, validity, inventorship and enforceability disputes.

If Veea or Veea’s

licensors are unsuccessful in any of these proceedings, such patent rights may be narrowed, invalidated or held unenforceable.

The foregoing

could have a material adverse effect on Veea’s business, financial condition, results of operations and prospects.

example, if Veea or one of Veea’s licensors initiate legal proceedings against a third party to enforce a patent covering any of

Veea’s products or Veea’s technology, the defendant could counterclaim that the patent is invalid or unenforceable.

litigation in the U.S., defendant counterclaims alleging invalidity or unenforceability are commonplace.

Grounds for a validity challenge

could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, lack of written description

or non-enablement.

Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent

withheld information material to patentability from the USPTO, or made a misleading statement, during prosecution.

Third parties also

may raise similar claims before administrative bodies in the U.S.

or abroad, even outside the context of litigation.

Such mechanisms

include re-examination, interference proceedings, derivation proceedings, post grant review, inter partes review and equivalent

proceedings such as opposition, invalidation and revocation proceedings in foreign jurisdictions.

Such proceedings could result in the

revocation or cancellation of or amendment to Veea’s patents in such a way that they no longer cover one or more of Veea’s

products or Veea’s technology or no longer prevent third parties from competing with any products Veea may develop or Veea’s

The outcome following legal assertions of invalidity and unenforceability is unpredictable.

Defense of these claims, regardless

of their merit, would involve substantial litigation expense and would be a distraction to management and other employees.

to the validity question, for example, Veea cannot be certain that there is no invalidating prior art, of which the patent examiner and

Veea or Veea’s licensing partners were unaware during prosecution.

If a third party were to prevail on a legal assertion of invalidity

or unenforceability, Veea could lose at least part, and perhaps all, of the patent protection on one or more of Veea’s products

or technology.

Such a loss of patent protection could have a material adverse effect on Veea’s business, financial condition, results

of operations and prospects.

and maintaining Veea’s patent protection depends on compliance with various procedural, document submission, fee payment, and other

requirements imposed by government patent agencies, and Veea’s patent protection could be reduced or eliminated for non-compliance

with these requirements.

maintenance fees, renewal fees, annuity fees, and various other government fees on patents and applications will be due to be paid to

the USPTO and various government patent agencies outside of the U.S.

over the lifetime of Veea’s owned or licensed patents and

applications.

The USPTO and various non-U.S.

government agencies require compliance with several procedural, documentary, fee payment

and other similar provisions during the patent application process.

In some cases, an inadvertent lapse can be cured by payment of a

late fee or by other means in accordance with the applicable rules.

There are situations, however, in which non-compliance can result

in abandonment or lapse of the patent or patent application, resulting in a partial or complete loss of patent rights in the relevant

jurisdiction.

In such an event, potential competitors might be able to enter the market with similar or identical products or technology,

which could have a material adverse effect on Veea’s business, financial condition, results of operations, and prospects.

in patent law in the U.S.

or worldwide could diminish the value of patents in general, thereby impairing Veea’s ability to protect

any products Veea may develop and Veea’s technology.

in either the patent laws or interpretation of patent laws in the U.S.

and worldwide, including patent reform legislation such as the

Leahy-Smith America Invents Act (the “ Leahy-Smith Act ”), could increase the uncertainties and costs surrounding

the prosecution of any owned or in-licensed patent applications and the maintenance, enforcement or defense of any in-licensed issued

patents and issued patents Veea may own or in-license in the future.

The Leahy-Smith Act includes a number of significant changes to

These changes include provisions that affect the way patent applications are prosecuted, redefine prior art, provide

more efficient and cost-effective avenues for competitors to challenge the validity of patents, and enable third-party submission of

prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent at USPTO administered post-grant

proceedings, including post-grant review, inter partes review, and derivation proceedings.

Assuming that other requirements for

patentability are met, prior to March 2013, in the U.S., the first to invent the claimed invention was entitled to the patent, while

outside the U.S., the first to file a patent application was entitled to the patent.

After March 2013, under the Leahy-Smith Act, the

transitioned to a first-to-file system in which, assuming that the other statutory requirements for patentability are met, the first

inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first

to invent the claimed invention.

As such, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding

the prosecution of Veea’s patent applications and the enforcement or defense of patents to issue, all of which could have a material

adverse effect on Veea’s business, financial condition, results of operations and prospects.

addition, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly

Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened

the rights of patent owners in certain situations.

on future actions by the U.S.

Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in

unpredictable ways that could have a material adverse effect on Veea’s patent rights and Veea’s ability to protect, defend

and enforce Veea’s patent rights in the future.

may be subject to claims challenging the inventorship or ownership of Veea’s patent and other intellectual property rights.

or Veea’s licensors may be subject to claims that former employees, collaborators or other third parties have an interest in Veea’s

owned or in-licensed patent rights, trade secrets or other intellectual property as an inventor or co-inventor.

For example, Veea or

Veea’s licensors may have inventorship disputes arise from conflicting obligations of employees, consultants or others who are

involved in developing Veea’s products or technology.

Litigation may be necessary to defend against these and other claims challenging

inventorship or Veea’s or Veea’s licensors’ ownership of Veea’s owned or in-licensed patent rights, trade secrets

or other intellectual property.

If Veea or Veea’s licensors fail in defending any such claims, in addition to paying monetary damages,

Veea may lose valuable intellectual property rights, such as exclusive ownership of or right to use intellectual property that is important

to any products Veea may develop or Veea’s technology.

Even if Veea is successful in defending against such claims, litigation

could result in substantial costs and be a distraction to management and other employees.

Any of the foregoing could have a material

adverse effect on Veea’s business, financial condition, results of operations and prospects.

may be subject to claims that Veea’s employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets

of their current or former employers or claims asserting ownership of what Veea regards as Veea’s own intellectual property.

of Veea’s employees, consultants and advisors are currently or were previously employed at other companies, including Veea’s

competitors or potential competitors.

Although Veea tries to ensure that Veea’s employees, consultants and advisors do not use

the proprietary information or know-how of others in their work for us, Veea may be subject to claims that Veea or these individuals

have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s

current or former employer.

Litigation may be necessary to defend against these claims.

If Veea fails in defending any such claims, in

addition to paying monetary damages, Veea may lose valuable intellectual property rights or personnel.

Even if Veea is successful in

defending against such claims, litigation could result in substantial costs and be a distraction to Veea’s management.

addition, while it is Veea’s policy to require Veea’s employees and contractors who may be involved in the conception or

development of intellectual property to execute agreements assigning such intellectual property to us, Veea may be unsuccessful in executing

such an agreement with each party who, in fact, conceives or develops intellectual property that Veea regards as Veea’s own.

assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and Veea may be forced

to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what Veea regards

as Veea’s intellectual property.

Such claims could have a material adverse effect on Veea’s business, financial condition,

results of operations and prospects.

claims of intellectual property infringement, misappropriation or other violations against us or Veea’s collaborators may prevent

or delay the development and commercialization of Veea’s products and other proprietary technologies Veea may develop.

commercial success depends in part on Veea’s ability to avoid infringing, misappropriating and otherwise violating the patents

and other intellectual property rights of third parties.

There is a substantial amount of complex litigation involving patents and other

intellectual property rights in the technology industry, as well as administrative proceedings for challenging patents, including interference,

derivation, reexamination, inter partes review and post-grant review proceedings before the USPTO or oppositions and other comparable

proceedings in foreign jurisdictions.

and foreign issued patents and pending patent applications owned by third parties exist in the fields in which Veea is commercializing

or plan to commercialize Veea’s products and in which Veea is developing other proprietary technologies.

As the technology industry

expands and more patents are issued, the risk increases that Veea’s products and commercializing activities may give rise to claims

of infringement of the patent rights of others.

Veea cannot assure you that Veea’s products and other proprietary technologies

Veea may develop will not infringe existing or future patents owned by third parties.

Veea may not be aware of patents that have already

been issued and that a third party, for example, a competitor in the fields in which Veea is developing Veea’s products, might

assert as infringed by us.

It is also possible that patents owned by third parties of which Veea is aware or patents that may issue in

the future from patent applications owned by third parties of which Veea is aware, but which Veea does not believe Veea infringes or

that Veea believes Veea has valid defenses to any claims of patent infringement, could be found to be infringed by us, such as in connection

with one or more of Veea’s products.

In addition, because patent applications can take many years to issue, and the scope of any

patent claims that may ultimately issue are difficult to predict, there may be currently pending patent applications that may later result

in issued patents that Veea may infringe and that, as a result, could harm Veea’s business.

the event that any third-party claims that Veea infringes their patents or that Veea is otherwise employing their proprietary technology

without authorization and initiates litigation against us, even if Veea believes such claims are without merit, a court of competent

jurisdiction could hold that such patents are valid, enforceable and infringed by us.

In this case, the holders of such patents may be

able to block Veea’s ability to commercialize the infringing products or technologies unless Veea obtains a license under the applicable

patents, or until such patents expire or are finally determined to be held invalid or unenforceable.

Such a license may not be available

on commercially reasonable terms or at all.

Even if Veea is able to obtain a license, the license would likely obligate us to pay license

fees or royalties or both, and the rights granted to us might be nonexclusive, which could result in Veea’s competitors gaining

access to the same intellectual property.

If Veea is unable to obtain a necessary license to a third-party patent on commercially reasonable

terms, Veea may be unable to commercialize the infringing products or technologies or such commercialization efforts may be significantly

delayed, which could in turn significantly harm Veea’s business.

of infringement claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion

of management and other employee resources from Veea’s business, and may impact Veea’s reputation.

In the event of a successful

claim of infringement against us, Veea may be enjoined from further developing or commercializing the infringing products or technologies.

In addition, Veea may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain

one or more licenses from third parties, pay royalties and/or redesign Veea’s infringing products or technologies, which may be

impossible or require substantial time and monetary expenditure.

In that event, Veea would be unable to further develop and commercialize

Veea’s products or technologies, which could harm Veea’s business significantly.

Further, Veea cannot predict whether any

required license would be available at all or whether it would be available on commercially reasonable terms.

Veea could be prevented

from commercializing a product or be forced to cease some aspect of Veea’s business operations, if, as a result of actual or threatened

patent infringement claims, Veea is unable to enter into licenses on acceptable terms.

may in the future pursue invalidity proceedings with respect to third-party patents.

The outcome following legal assertions of invalidity

is unpredictable.

Even if resolved in Veea’s favor, these legal proceedings may cause us to incur significant expenses and could

distract Veea’s technical and management personnel from their normal responsibilities.

In addition, there could be public announcements

of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these

results to be negative, it could have a substantial adverse effect on the price of Veea’s common stock.

Such proceedings could

substantially increase Veea’s operating losses and reduce the resources available for development activities or any future sales,

marketing or distribution activities.

If Veea does not prevail in the patent proceedings the third parties may assert a claim of patent

infringement directed at Veea’s products.

may become involved in lawsuits to protect or enforce Veea’s patents and other intellectual property rights, which could be expensive,

time-consuming and unsuccessful.

parties, such as a competitor, may infringe Veea’s patent rights.

In an infringement proceeding, a court may decide that a patent

owned by Veea is invalid or unenforceable or may refuse to stop the other party from using the invention at issue on the grounds that

the patent does not cover the technology in question.

In addition, Veea’s patent rights may become involved in inventorship, priority

or validity disputes.

To counter or defend against such claims can be expensive and time-consuming.

An adverse result in any litigation

proceeding could put Veea’s patent rights at risk of being invalidated or interpreted narrowly.

Furthermore, because of the substantial

amount of discovery required in connection with intellectual property litigation, there is a risk that some of Veea’s confidential

information could be compromised by disclosure during this type of litigation.

if resolved in Veea’s favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur

significant expenses and could distract Veea’s personnel from their normal responsibilities.

In addition, there could be public

announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors

perceive these results to be negative, it could have a substantial adverse effect on the price of Veea’s common stock.

Such litigation

or proceedings could substantially increase Veea’s operating losses and reduce the resources available for development activities

or any future sales, marketing or distribution activities.

Veea may not have sufficient financial or other resources to conduct such

litigation or proceedings adequately.

Some of Veea’s competitors may be able to sustain the costs of such litigation or proceedings

more effectively than Veea can because of their greater financial resources and more mature and developed intellectual property portfolios.

Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse

effect on Veea’s ability to compete in the marketplace.

Veea’s trademarks and trade names are not adequately protected, then Veea may not be able to build name recognition in Veea’s

markets of interest and Veea’s business may be adversely affected.

registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to

be infringing on other marks.

Veea may not be able to protect Veea’s rights to these trademarks and trade names, which Veea need

to build name recognition among potential partners or customers in Veea’s markets of interest.

At times, competitors or other third

parties may adopt trade names or trademarks similar to ours, thereby impeding Veea’s ability to build brand identity and possibly

leading to market confusion.

In addition, there could be potential trade name or trademark infringement claims brought by owners of other

registered trademarks or trademarks that incorporate variations of Veea’s registered or unregistered trademarks or trade names.

Veea’s efforts to enforce or protect Veea’s proprietary rights related to trademarks, trade names, domain name or other intellectual

property may be ineffective and could result in substantial costs and diversion of resources and could adversely affect Veea’s

business, financial condition, results of operations and prospects.

Related to Cybersecurity and Data Privacy

Veea’s security measures are breached or fail and unauthorized access is obtained to a customer’s data, Veea’s service

may be perceived as insecure, the attractiveness of its services to current or potential customers may be reduced, and Veea may incur

significant liabilities.

services involve the web-based and data storage and transmission of customers’ information.

Veea relies on proprietary and commercially

available systems, software, tools and monitoring, as well as other processes, to provide security for processing, transmission and storage

of such information.

Because of the sensitivity of this information and due to requirements under applicable laws and regulations, the

effectiveness of our security efforts is very important.

If Veea’s security measures are breached or fail as a result of third-party

action, acts of terror, social unrest, employee error, malfeasance or for any other reasons, someone may be able to obtain unauthorized

access to customer data.

Improper activities by third-parties, advances in computer and software capabilities and encryption technology,

new tools and discoveries and other events or developments may facilitate or result in a compromise or breach of our security systems.

Veea’s security measures may not be effective in preventing unauthorized access to the customer data stored on Veea’s servers.

If a breach of our security occurs, Veea could face damages for contract breach, penalties for violation of applicable laws or regulations,

possible lawsuits by individuals affected by the breach and significant remediation costs and efforts to prevent future occurrences.

In addition, whether there is an actual or a perceived breach of Veea’s security, the market perception of the effectiveness of

Veea’s security measures could be harmed and Veea could lose current or potential customers.

Cybersecurity

incidents may have a material adverse effect on Veea’s business, operations, financial performance, customer and vendor relationships,

reputation and brand, and may introduce the possibility of litigations or regulatory investigations or actions.

business operations are vulnerable to cybersecurity incidents that may impact the confidentiality, availability or integrity of information

assets, IT assets, products, services, or solutions.

These incidents may include data breaches, intrusions, espionage, data privacy infringements,

leakage of confidential or sensitive data, unauthorized or accidental modification of data and general malfeasance.

or incidents that are caused as a result of vulnerabilities in software or products supplied to us could have a material adverse effect

upon Veea, Veea’s business, financial performance, reputation and brand, potentially slowing operations, leaking valuable or sensitive

information, personal data or damaging Veea’s products that have been installed in Veea’s customers’ networks.

is possible that a cybersecurity incident in Veea’s operations or supply chain could have an adverse impact on the integrity of

solutions or services provided by Veea as well as Veea’s ability to comply with legal, regulatory or contractual requirements.

These incidents may include tampering with components, the inclusion of backdoors or implants, the unintentional inclusion of vulnerabilities

in components or software, and cybersecurity incidents which prevent a supplier from being able to fulfil commitments to Veea.

cybersecurity incident including unintended use, misconfiguration, or unintended actions, involving Veea’s operations, supply chain,

product development, services, third-party providers or installed product base, could cause severe harm to Veea and could have a material

adverse effect on Veea’s business, financial performance, customer and vendor relationships, reputation and brand, and may introduce

the possibility of litigation or regulatory investigations or actions.

presence of vulnerabilities in Veea’s products, services or operations, may not be detected during product development and operations,

and may be leveraged by a threat actor to cause material harm to Veea or Veea’s customers.

Vulnerabilities

in Veea’s products, solutions or services not detected and treated during product development or solution delivery may be exploited

by a threat actor to cause harm to Veea’s customers, end-users or Veea.

Vulnerabilities could be brought in through different stages

of the product life cycle.

In some situations, it may be hard to detect these vulnerabilities due to their location, or due to the fact

that they are unknown vulnerabilities, often referred to as “zero-day vulnerabilities.” As almost any modern software can

contain open source and third-party components, so does software in networks, unmitigated security exposures can put Veea customers at

varying levels of risk and expose Veea to liabilities or loss of business.

Veea’s partners, and others who use Veea’s services obtain and process a large amount of sensitive data.

Any real or perceived

improper or unauthorized use of, disclosure of, or access to such data could harm Veea’s reputation as a trusted brand, as well

as have a material and adverse effect on Veea’s business.

and Veea’s partners obtain and process large amounts of sensitive data, including data related to customers and their transactions

as well as other users of Veea’s services.

Veea faces risks, including to Veea’s reputation as a trusted brand in the handling

and protection of this data, and these risks will increase as Veea’s business continues to expand to include new products and technologies.

Our operations involve the storage and transmission of sensitive information of individuals.

Veea has administrative, technical, and

physical security measures in place, and Veea has policies and procedures in place to contractually require third parties to whom Veea

transfers data to implement and maintain appropriate security measures.

However, if Veea’s security measures or those of the previously

mentioned third parties are inadequate or are breached as a result of third-party action, employee error, malfeasance, malware, phishing,

hacking attacks, system error, trickery, or otherwise, and, as a result, someone obtains unauthorized access to sensitive information,

including personally identifiable information or protected health information, on Veea’s systems or Veea’s partners’

systems, or if Veea suffers a ransomware or advanced persistent threat attack, or if any of the foregoing is reported or perceived to

have occurred, Veea’s reputation and business could be damaged.

If the sensitive information is lost or improperly disclosed or

threatened to be disclosed, Veea could incur significant liability and be subject to regulatory scrutiny and penalties, including costs

associated with remediation.

Veea is also required to comply with ever-more stringent privacy regulations, the violation of which can

lead to financial penalties and reputational injury.

Related to Compliance with Law, Government Regulation and Litigation

could experience penalties and adverse rulings in enforcement or other proceedings for non-compliance with laws, rules and regulations

governing its business (e.g., frequency certifications).

with changed laws, rules or regulations may subject Veea to increased costs or reduced products and services demand.

Compliance failures

as well as required operational changes could have a material adverse impact on Veea, including its reputation, business, financial condition,

results of operations, cash flows or prospects.

Veea develops many of its products and services based on existing laws, rules, regulations and technical standards.

Changes to existing

laws, rules, regulations and technical standards, or the implementation of new laws, rules, regulations and technical standards relating

to products and services not previously regulated, could adversely affect Veea’s development efforts by increasing compliance costs

and causing delay.

Regulatory changes related to e.g., license fees, environment, health and safety, privacy (including the cross-border

transfer of personal data for example between the EU and the US), and other regulatory areas may increase costs and restrict Veea’s

Veea is subject to certain US, international laws, rules, policies

and other obligations, including anti-corruption (including anti-bribery, anti-money-laundering, sanctions, terror finance and anti-terrorism)

laws, rules and regulations.

is subject to U.S.

and international laws and regulations in multiple areas, including data protection, anticorruption, labor relations,

tax, foreign currency, anti-competition, import, export and trade regulations, and Veea is subject to a complex array of federal, state

and international laws relating to the collection, use, retention, disclosure, security and transfer of personally identifiable information.

In many cases, these laws apply not only to transfers between unrelated third-parties but also to transfers between Veea and its subsidiaries.

Many jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions.

Commission adopted the European General Data Protection Regulation (the “GDPR”), which went into effect on May 25, 2018.

In addition, California adopted significant new consumer privacy laws that became effective beginning in January 2020.

Complying with

the GDPR and other requirements may cause Veea to incur substantial costs and may require it to change our business practices.

Despite Veea’s efforts to comply with applicable laws, regulations

and other obligations relating to privacy, data protection and information security, it is possible that Veea’s practices, product

offerings or platform could fail to meet all of the requirements imposed on Veea by legislation relating to cybersecurity, data security

and/or related implementing regulations.

Any failure on Veea’s part to comply with such law or regulations or any other obligations

relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access, use or

release of personally identifiable information or other data, or the perception or allegation that any of the foregoing types of failure

or compromise has occurred, could damage Veea’s reputation, discourage new and existing counterparties from contracting with Veea

or result in investigations, fines, suspension or other penalties and private claims or litigation, any of which could materially adversely

affect Veea’s business, financial condition and results of operations.

Even if Veea’s practices are not subject to legal challenge,

the perception of privacy concerns, whether or not valid, may harm its reputation and brand and adversely affect its business, financial

condition and results of operations.

Moreover, the legal uncertainty created by certain of these laws, including the data security laws,

and recent government actions could materially adversely affect its ability, on favorable terms, to raise capital.

Compliance with data

security and personal information protection laws, may result in additional expenses to Veea and subject it to negative publicity, which

could harm Veea’s reputation among users and negatively affect the trading price of its shares in the future.

Furthermore, Veea’s

data transfer policies may be subject to additional compliance requirement and regulatory burdens, and Veea may be required to make further

adjustments to its business practices to comply with the interpretation and implementation of such laws, which may increase our compliance

costs and adversely affect our operating results.

is required to comply with anti-corruption (including anti-bribery, anti-money-laundering, sanctions, terror finance and anti-terrorism)

laws, rules and regulations in the jurisdictions in which Veea does business.

Veea has policies and procedures designed to assist us

and our personnel in complying with applicable laws, rules and regulations, but our employees and subcontractors may from time to time

take actions that violate these requirements.

Actions by Veea’s employees or subcontractors, or by third party intermediaries acting

on its behalf in violation of these laws, rules or regulations whether carried out in the US or elsewhere in connection with the conduct

of Veea’s business may expose Veea to significant liability for violations of such laws, rules or regulations and may have a material

adverse effect on Veea, including its reputation, business, financial condition, results of operations, cash flows, or prospects.

could be subject to additional tax liabilities.

is subject to federal, state, and local income taxes in the United States and numerous foreign jurisdictions.

Determining Veea’s

provision for income taxes requires significant management judgment, and the ultimate tax outcome may be uncertain.

In addition, Veea’s

provision for income taxes is subject to volatility and could be adversely affected by many factors, including, among other things, changes

to Veea’s operating or holding structure, changes in the amounts of earnings in jurisdictions with differing statutory tax rates,

changes in the valuation of deferred tax assets and liabilities, and changes in U.S.

and foreign tax laws.

Moreover, Veea is subject

to the examination of Veea’s income tax returns by tax authorities in the U.S.

and various foreign jurisdictions, which may disagree

with Veea’s calculation of research and development tax credits, cross-jurisdictional transfer pricing, or other matters and assess

additional taxes, interest or penalties.

While Veea regularly assesses the likely outcomes of these examinations to determine the adequacy

of Veea’s provision for income taxes and Veea believes that its financial statements reflect adequate reserves to cover any such

contingencies, there can be no assurance that the outcomes of such examinations will not have a material impact on Veea’s results

of operations and cash flows.

or other foreign tax authorities change applicable tax laws, Veea’s overall taxes could increase,

and Veea’s financial condition or results of operations may be adversely impacted.

could become involved in lawsuits, legal proceedings and investigations which, if determined unfavorably, could require Veea to pay substantial

damages, fines and/or penalties.

the normal course of Veea’s business Veea could become involved in legal proceedings, including such matters as commercial disputes,

claims regarding intellectual property, antitrust, tax and labor disputes, as well as government inquiries and investigations.

proceedings can be expensive, lengthy and disruptive to normal business operations.

Moreover, the results of complex legal proceedings

are difficult to predict.

An unfavorable resolution of a particular matter could have a material adverse effect on Veea’s business,

operating results, financial condition and reputation.

As a publicly listed company, Veea may be exposed to lawsuits in which plaintiffs

allege that Veea or its officers have failed to comply with securities laws, stock market regulations or other laws, regulations or requirements.

Whether or not there is merit to such claims, the time and costs incurred to defend Veea and its officers and the potential settlement

or compensation to the plaintiffs could have significant impact on Veea’s reported results and reputation.

may fail to comply with environmental, social and governance standards, which could negatively affect Veea, including its reputation,

business, financial condition, results of operations, cash flows or prospects.

is subject to environmental, social and governance laws, rules and regulations as well as sustainability and corporate responsibility

requirements, and Veea expect such laws, rules, regulations and other requirements to increase as governments impose new laws, rules,

regulations or other requirements.

These laws, rules, regulations and other requirements have a high focus on anti-corruption (including

anti-bribery, anti-money-laundering, sanctions, terror finance and anti-terrorism).

To ensure that Veea’s operations are conducted

in accordance with applicable laws, rules, regulations and other requirements, Veea’s employees are subject to ethical standards

in its Employee Handbook and other sources.

is also an increased demand from external stakeholders, for example investors, customers, suppliers and partners, for transparency about

sustainability and corporate responsibility issues that might be difficult to fulfill.

If Veea fails to adequately meet these expectations,

our business may be adversely affected.

health risks related to radiofrequency electromagnetic fields may subject us to various product liability claims and result in regulatory

edge computing industry is subject to claims that mobile devices including edge routers and associated computing devices and other equipment

that generate radiofrequency electromagnetic fields may expose individuals to health risks.

At present, a substantial number of scientific

reviews conducted by various independent research bodies have concluded that radiofrequency electromagnetic fields, when used at levels

within the limits prescribed by public health authority safety standards and recommendations, cause no adverse effects to human health.

However, any perceived risk or new scientific findings of adverse health effects from mobile communication devices and equipment could

adversely affect us through a reduction in sales or through liability claims.

Although Veea’s products are designed to comply with

currently applicable safety standards and regulations regarding radio frequency electromagnetic fields, Veea cannot guarantee that Veea

will not become the subject of product liability claims.

Veea also cannot guarantee that Veea will not be held liable for such claims

or be required to comply with future changed regulatory requirements.

Veea may in addition be affected by regulatory or other restrictions

imposed on Veea’s customers use of radio equipment that may have a material adverse effect on our business, operating results,

financial condition, reputation and brand.

Related to our Common Stock

price of the Common Stock may change, even if Veea’s business is doing well, and you could lose all or part of your investment

trading price of shares of Veea’s Common Stock is likely to be volatile.

The stock market recently has experienced extreme volatility.

This volatility often has been unrelated or disproportionate to the operating performance of particular companies.

You may not be able

to resell your shares of the Common Stock at an attractive price due to a number of factors such as those listed elsewhere herein and

the following:

results of operations that

vary from the expectations of securities analysts and investors;

results of operations that

vary from those of Veea’s competitors;

changes in expectations

as to Veea’s future financial performance, including financial estimates and investment recommendations by securities analysts

and investors;

declines in the market

prices of stocks generally;

strategic actions by Veea

or its competitors;

announcements by Veea or

its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

any significant change

in Veea’s management;

changes in general economic

or market conditions (including changes in interest rates or inflation) or trends in Veea’s industry or markets;

changes in business or

regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to Veea’s

future sales of the Common

Stock or other securities;

dilution as a result of

future exercises of Warrants;

investor perceptions of

the investment opportunity associated with the Common Stock relative to other investment alternatives;

the public’s response

to press releases or other public announcements by Veea or third parties, including Veea’s filings with the SEC;

litigation involving Veea,

Veea’s industry, or both, or investigations by regulators into Veea’s Board, our operations or those of Veea’s

guidance, if any, that

Veea provides to the public, any changes in this guidance or Veea’s failure to meet this guidance;

the development and sustainability

of an active trading market for the Common Stock;

actions by institutional

or activist stockholders;

changes in accounting standards,

policies, guidelines, interpretations or principles;

other events or factors,

including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

broad market and industry fluctuations may adversely affect the market price of the Common Stock, regardless of Veea’s actual operating

In addition, price volatility may be greater if the public float and trading volume of the Common Stock is low.

the past, following periods of market volatility, stockholders have instituted securities class action litigation.

If Veea were involved

in securities litigation, it could have a substantial cost and divert resources and the attention of management from Veea’s business

regardless of the outcome of such litigation.

January 10, 2025, Veea filed a registration statement with the SEC on Form S-8.

Veea’s issuance of additional shares of the Common

Stock or convertible securities could make it difficult for another company to acquire Veea, may dilute your ownership of Veea and could

adversely affect price of the Common Stock.

On January 10, 2025, Veea filed

a registration statement with the SEC on Form S-8 providing for the registration of shares of the Common Stock issued or reserved for

issuance under the 2024 Incentive Equity Plan (the “2024 Plan”).

Subject to the expiration of any applicable lock-ups or vesting

periods, shares registered under the registration statement on Form S-8 will automatically become effective upon filing and be available

for resale immediately in the public market without restriction.

addition, the shares of the Common Stock reserved for future issuance under the 2024 Plan will become eligible for sale in the public

market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases,

limitations on volume and manner of sale by affiliates under Rule 144, as applicable.

4,460,437 shares of Common Stock were initially

reserved for future issuance under the 2024 Plan, subject to increase by the lesser of three percent (3%) of the aggregate number of

fully diluted shares of Veea outstanding on the final day of the immediately preceding calendar year or such smaller number of shares

as is determined by the administrator of the 2024 Plan.

sales, or the perception of future sales, by Veea or its stockholders in the public market could cause the market price for shares of

the Common Stock to decline, even if Veea’s business is doing well.

sale of shares of the Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market

price of the Common Stock.

These sales, or the possibility that these sales may occur, also might make it more difficult for Veea to

sell equity securities in the future at a time and at a price that it deems appropriate.

the expiration of the lock-ups under the Lock-Up Agreements, sales of a substantial number of shares of Common Stock in the public market

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 the Common Stock.

As restrictions on resale end and registration statements (filed after the Closing to provide for

the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect

of increasing the volatility in the share price of the Common Stock or the market price of the Common Stock could decline if the holders

of currently restricted shares sell them or are perceived by the market as intending to sell them.

a public reporting company, Veea is subject to rules and regulations established from time to time by the SEC regarding its internal

controls over financial reporting.

If Veea fails to establish and maintain effective internal controls over financial reporting and disclosure

controls and procedures, it may not be able to accurately report its financial results or report them in a timely manner, which could

adversely affect Veea’s business.

is a public reporting company subject to the rules and regulations established from time to time by the SEC.

These rules and regulations

require, among other things, and Veea establish and periodically evaluate, certain procedures with respect to its internal controls over

financial reporting.

Reporting obligations as a public company are likely to place a considerable strain on Veea’s financial and

management systems, processes, and controls, as well as on its personnel.

addition, prior to the Business Combination, Private Veea was not required to document and test its internal controls over financial

reporting nor was Private Veea’s management required to certify the effectiveness of its internal controls, and its auditors have

not been required to opine on the effectiveness of Private Veea’s internal controls over financial reporting.

However, as a public

company, Veea is required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley

Act so that Veea’s management can certify as to the effectiveness of its internal controls over financial reporting by the time

Veea’s second annual report is filed with the SEC and thereafter, which will require Veea to document and make significant changes

to its internal controls over financial reporting.

As a public company, Veea is subject to the reporting requirements of the Exchange

Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules adopted, and

to be adopted, by the SEC and Nasdaq, and other applicable securities rules and regulations, which impose various requirements on public

companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance

Veea’s management and other personnel will need to devote a substantial amount of time to these public company requirements.

Moreover, these rules and regulations may substantially increase Veea’s legal and financial compliance costs and may make some

activities more time-consuming and costly.

Veea may need to hire additional legal, accounting and financial staff with appropriate public

company experience and technical accounting knowledge and maintain an internal audit function.

will develop and refine its disclosure controls and other procedures that are designed to ensure that information required to be disclosed

by Veea in the reports that it will file with the SEC is recorded, processed, summarized, and reported within the time periods specified

in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated

to our principal executive and financial officers.

It is expected that Veea will improve its internal controls over financial reporting,

which includes hiring additional accounting and financial personnel to implement such processes and controls.

It is expected that Veea

will incur costs related to implementing an internal audit and compliance function in the upcoming years to further improve its internal

controls environment.

incurs increased costs as a result of being a public company.

a publicly traded company, Veea will incur significant legal, accounting, and other expenses that Veea was not required to incur prior

to the closing of the Business Combination, particularly after it is no longer an “emerging growth company.” In addition,

new and changing laws, regulations, and standards relating to corporate governance and public disclosure, including changing regulations

of the SEC and Nasdaq, have created uncertainty for public companies and have increased the costs and the time that Veea’s Board

and management must devote to compliance.

Furthermore, the need to establish the corporate infrastructure demanded of a public company

may divert Veea’s management’s attention from implementing its growth strategy, which could negatively affect Veea’s

business, results of operations, and financial condition.

rules and regulations applicable to public companies are expected to make it more expensive for Veea to obtain and maintain director

and officer liability insurance, which could adversely affect its ability to attract and retain qualified officers and directors.

rules and regulations applicable to public companies are expected to make it more expensive for Veea to obtain and maintain director

and officer liability insurance, and Veea may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

The amount or timing of additional costs that Veea may incur to respond to these requirements cannot be estimated or predicted.

The potential

for increased personal liability could also make it more difficult for Veea to attract and retain qualified members of the Board, particularly

to serve on its audit committee and compensation committee, and qualified executive officers.

is an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if Veea takes advantage of

certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,”

this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public

are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public

is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and Veea may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

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

deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status

earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million

as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December

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.

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

404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Veea’s 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, Veea’s shareholders may not have access to certain information

they may deem important.

Veea could be an emerging growth company for up to five years, although circumstances could cause it to lose

that status earlier, including if the market value of the Common Stock held by non-affiliates exceeds $700 million as of any June 30

before that time, in which case Veea would no longer be an emerging growth company as of the following December 31.

Veea cannot predict

whether investors will find its securities less attractive because Veea will rely on these exemptions.

If some investors find Veea’s

securities less attractive as a result of its reliance on these exemptions, the trading prices of its securities may be lower than they

otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt

out of such extended transition period which means that when a standard is issued or revised and it has different application dates for

public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt

the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Veea has not opted 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, Veea, 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 its financial statements with another public company which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of

the potential differences in accounting standards used.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies

may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our

ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues

exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates 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.

Veea is 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.

Veea will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Common Stock

held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) its annual revenues exceeded $100 million during such completed

fiscal year and the market value of the Common Stock held by non-affiliates exceeds $700 million as of the prior June 30.

To the extent

Veea takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public

companies difficult or impossible.

significant portion of Veea’s total outstanding shares are restricted from immediate resale but may be sold into the market in

the near future.

This could cause the market price of the Common Stock to drop significantly, even if Veea’s business is doing

of a substantial number of shares of Veea’s 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 the Common Stock.

the Plum Sponsor and certain of Veea’s stockholders are subject to certain restrictions regarding the transfer of the Common Stock,

these shares may be sold after the expiration or early termination of the respective applicable lock-ups under the Lock-Up Agreements.

Upon the effectiveness of this registration statement and as restrictions on resale end, the market price of the Common Stock could decline

if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

directors, executive officers and principal stockholders have substantial control over Veea, which could limit Veea’s ability to

influence the outcome of key transactions, including a change of control.

As of March 14, 2025, Veea’s

executive officers, directors and principal stockholders and their affiliates own 23,053,759 shares of Veea’s Common Stock, or approximately

38.75% of the outstanding shares of the Common Stock.

As a result, these stockholders will be able to exercise a significant level

of control over all matters requiring stockholder approval, including the election of directors and the approval of mergers, acquisitions

or other extraordinary transactions.

They may also have interests that differ from yours and may vote in a way with which you disagree

and which may be adverse to Veea’s interests.

This concentration of ownership may have the effect of delaying, preventing or deterring

a change of control of Veea, could deprive Veea’s stockholders of an opportunity to receive a premium for their common stock as

part of a sale of Veea and might ultimately affect the market price of the Common Stock.

exercised for Common Stock would increase the number of shares eligible for future resale in the public market and result in dilution

to its shareholders.

Warrants to purchase an aggregate of 11,640,544 shares of the Common Stock are exercisable in accordance with the terms of the Warrant

The exercise price of these Warrants is $11.50 per share.

To the extent such Warrants are exercised, additional shares of

the Common Stock will be issued, which will result in dilution to the holders of the Common Stock and increase the number of shares eligible

for resale in the public market.

Sales of substantial numbers of such shares in the public market or the fact that such Warrants may

be exercised could adversely affect the prevailing market prices of the Common Stock.

However, there is no guarantee that the Warrants

will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.

See “ - The terms of the

Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of

such amendment .”

terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants

approve of such amendment.

Public Warrants were issued in registered form under a Warrant Agreement between Transfer Agent, as warrant agent, and Plum.

Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any

defective provision or correct any mistake but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants

to make any change that adversely affects the interests of the registered holders of Public Warrants.

Accordingly, the Company may amend

the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve

of such amendment and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the Warrant

Agreement with respect to the Private Placement Warrants, 50% of the number of the then outstanding Private Placement Warrants.

the Company’s 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 Warrants,

convert the Warrants into cash, shorten the exercise period or decrease the number of shares of the Common Stock purchasable upon exercise

of a Warrant.

may redeem a Public Warrant holder’s unexpired Public Warrants prior to their exercise at a time that may be disadvantageous to

such Public Warrant holder, thereby making its Public Warrants worthless.

will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration,

at a price of $0.01 per Warrant, provided that the last reported sales price of the Common Stock equals or exceeds $18.00 per share (as

adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading-days within

a 30 trading-day period ending on the third trading day prior to the date Veea sends the notice of redemption to the Public Warrant holders.

If and when the Public Warrants become redeemable by Veea, Veea may exercise its redemption right even if Veea is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding Public Warrants

could force a Public Warrant holder to:

(i) exercise its Public Warrants and pay the exercise price at a time when it may be disadvantageous

for such Public Warrant holder to do so;

(ii) sell its Public Warrants at the then-current market price when a warrant holder might otherwise

wish to hold its Warrants;

or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called

for redemption, is likely to be substantially less than the market value of a Public Warrant holder’s Public Warrants.

the Private Placement Warrants will be redeemable by Veea so long as they are held by their initial purchasers or their permitted transferees.

value received upon exercise of the Public Warrants (1) may be less than the value the holders would have received if they had exercised

their Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value

of the Public Warrants.

Public Warrant holder may only be able to exercise its Public Warrants on a “cashless basis” under certain circumstances,

and if a Public Warrant holder does so, such Public Warrant holder will receive fewer the Common Stock from such exercise than if a Public

Warrant holder were to exercise such Public Warrants for cash .

Warrant Agreement provides that in the following circumstances holders of Warrants who seek to exercise their Public Warrants will not

be permitted to do so 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 Common Stock issuable upon exercise of the Public Warrants are not registered under the Securities Act in

accordance with the terms of the Warrant Agreement;

(ii) if Veea has so elected and the Common Stock are at the time of any exercise

of a Public 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 Veea has so elected and it calls the Public Warrants for redemption.

exercise your Public Warrants on a cashless basis, you would pay the Warrant exercise price by surrendering all of the Public Warrants

for that number of the Common Stock equal to the less of (A) the quotient obtained by dividing (x) the product of the number of the Common

Stock underlying the Public Warrants, multiplied by the excess of the “fair market value” of the Common Stock (as defined

in the next sentence) over the exercise price of the Public Warrants by (y) the fair market value and (B) 0.361.

The “fair market

value” is the average reported closing price of the Common Stock for the 10 trading-days ending on the third trading-day prior

to the date on which the notice of redemption is sent to the holders of the Public Warrants.

As a result, you would receive fewer shares

of the Common Stock from such exercise than if you were to exercise such Public Warrants for cash.

can be no assurance that the Public Warrants will be in the money at the time they become exercisable, and they may expire worthless.

exercise price for the outstanding Public Warrants is $11.50 per share.

There can be no assurance that such Public Warrants will be in

the money following the time they become exercisable and prior to their expiration, and as such, the Public Warrants may expire worthless.

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.

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,

York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of its Warrants, which

could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with Plum.

Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against Plum 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 Plum irrevocably submits 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

Plum will waive any objection to such exclusive

jurisdiction and that such courts represent an inconvenient forum.

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the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive

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.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to

protect your rights through the U.S.

federal courts may be limited.

are an exempted company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service

of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts

against our directors or officers.

corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may

be supplemented or amended from time to time) and the common law of the Cayman Islands.

We are also subject to the federal securities

laws of the United States.

The rights of shareholders to take action against the directors, actions by minority shareholders and the

fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands

as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the

Cayman Islands.

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different

from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular, the Cayman Islands

has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed

and judicially interpreted bodies of corporate law.

In addition, Cayman Islands companies may not have standing to initiate a shareholders’

derivative action in a Federal court of the United States.

have been advised by our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce

against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of

the United States or any state;

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

upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed

by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of

judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign

court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes

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

For a foreign

judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in

respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the

grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy

of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court

may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken

by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States

investment in us may result in uncertain or adverse U.S.

federal income tax consequences.

investment in us 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 are issuing in the initial public offering, the allocation an investor makes with respect

to the purchase price of a unit between the Class A ordinary shares and the one-fifth of a warrant to purchase one Class A

ordinary share included in each unit could be challenged by the IRS or courts.

Furthermore, the U.S.

federal income tax consequences

of a cashless exercise of warrants included in the units we are issuing in the initial public offering is unclear under current law.

Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.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 dividends”

federal income tax purposes.

Prospective investors are urged to consult their tax advisors with respect to these and other tax

consequences when holding or disposing of our securities.

only holders of our founder shares will have the right to vote on the election of directors, upon the listing of our shares on Nasdaq,

Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for

exemptions from certain corporate governance requirements.

completion of the initial public offering, only holders of our founder shares will have the right to vote on the election of directors.

As a result, Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards.

Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or

another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including

the requirements that:

we have a board that includes

a majority of “independent directors,” as defined under the rules of Nasdaq;

we have a compensation

committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s

purpose and responsibilities;

we have a nominating committee

of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose

and responsibilities.

do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to

shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S.

federal income tax consequences

we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

Holder of our Class A ordinary

shares or warrants, 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

and the timing of our initial business combination.

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.

there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year.

Moreover, if we determine

we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S.

Holder such information as the Internal

Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S.

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

tax advisors regarding the possible application of the PFIC rules with respect to their particular circumstances.

may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in

taxes imposed on shareholders.

may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate

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

The transaction may require a shareholder

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

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

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

warrant holders to pay such taxes.

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

their ownership of us after the reincorporation.

Associated with Acquiring and Operating a Business in Foreign Countries

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.

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.

we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated

with companies operating in an international setting, including any of the following:

costs and difficulties

inherent in managing cross-border business operations;

rules and regulations regarding

currency redemption;

complex corporate withholding

taxes on individuals;

laws governing the manner

in which future business combinations may be effected;

exchange listing and/or

delisting requirements;

tariffs and trade barriers;

regulations related to

customs and import/export matters;

local or regional economic

policies and market conditions;

unexpected changes in regulatory

requirements;

longer payment cycles;

tax issues, such as tax

law changes and variations in tax laws as compared to the United States;

currency fluctuations and

exchange controls;

rates of inflation;

challenges in collecting

accounts receivable;

cultural and language differences;

employment regulations;

underdeveloped or unpredictable

legal or regulatory systems;

protection of intellectual

social unrest, crime, strikes,

riots, and civil disturbances;

regime changes and political

terrorist attacks, natural

disasters and wars;

deterioration of political

relations with the United States.

may not be able to adequately address these additional risks.

If we were unable to do so, we may be unable to complete such initial business

combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial

condition and results of operations.

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.

our initial business combination, our management may resign from their positions as officers or directors of the company and the management

of the target business at the time of the business combination will remain in place.

Management of the target business may not be familiar

with United States securities laws.

If new management is unfamiliar with United States securities laws, they may have to expend time

and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues

which may adversely affect our operations.

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 any such country.

Accordingly, our results of operations and prospects will be subject, to a significant

extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which

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.

rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

the event we acquire a non-U.S.

target, all revenues and income would likely be received in a foreign currency, and the dollar

equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic

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.

may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may

govern some or all of our future material agreements and we may not be able to enforce our legal rights.

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.

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.

are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased

both our costs and the risk of non-compliance.

are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection

of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased

general and administrative expenses and a diversion of management time and attention from seeking a business combination target.

Any person or entity purchasing or otherwise acquiring any interest in any of its Warrants shall be deemed to have notice of and

to have consented to the forum provisions in its Warrant Agreement.

If any action, the subject matter of which is within the scope of

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 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.

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 Plum’s, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of the Warrant

Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Plum may incur

additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect its business,

financial condition and results of operations and result in a diversion of the time and resources of its management and board of directors.

active, liquid trading market for Veea’s securities may not develop, which may limit your ability to sell such securities.

active trading market for the Common Stock and the Warrants may never develop or be sustained.

A public trading market having the desirable

characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such

existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control.

The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of

the Common Stock and the Warrants.

published by analysts, including projections in those reports that differ from Veea’s actual results, could adversely affect the

price and trading volume of its common shares.

research analysts may establish and publish their own periodic projections for Veea.

These projections may vary widely and may not accurately

predict the results Veea actually achieves.

Veea’s share price may decline if its actual results do not match the projections of

these securities research analysts.

Similarly, if one or more of the analysts who write reports on Veea downgrades its stock or publishes

inaccurate or unfavorable research about its business, Veea’s stock price could decline.

If one or more of these analysts ceases

coverage of Veea or fails to publish reports on Veea regularly, Veea’s stock price or trading volume could decline.

If no analysts

commence coverage of Veea, the market price and volume for the Common Stock could be adversely affected.

addition, fluctuations in the price of Veea’s securities could contribute to the loss of all or part of your investment.

to the Business Combination, there was no public market for the stock of Veea.

The trading price of Veea’s securities could be

volatile and subject to wide fluctuations in response to various factors, some of which are beyond Veea’s control.

Any of the factors

listed below could have a material adverse effect on Veea’s securities and Veea’s securities may trade at prices significantly

below the price you paid for them.

In such circumstances, the trading price of the Combined Company securities may not recover and may

experience a further decline.

affecting the trading price of Veea’s securities may include:

actual or anticipated fluctuations

in our financial results or the financial results of companies perceived to be similar to Veea;

changes in the market’s

expectations about Veea’s operating results;

success of Veea’s

operating results failing

to meet the expectations of securities analysts or investors in a particular period;

changes in financial estimates

and recommendations by securities analysts concerning Veea or the industry in which Veea operates in general;

operating and stock price

performance of other companies that investors deem comparable to Veea;

changes in laws and regulations

affecting Veea’s business;

commencement of, or involvement

in, litigation involving Veea;

changes in Veea’s

capital structure, such as future issuances of securities or the incurrence of debt;

the volume of shares of

the Common Stock available for public sale;

any major change in the

Board or management;

sales of substantial amounts

of the Common Stock by its directors, executive officers or significant stockholders or the perception that such sales could occur;

general economic and political

conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

market and industry factors may materially harm the market price of Veea’s securities irrespective of its operating performance.

The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular

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 Veea could depress

its stock price regardless of Veea’s business, prospects, financial conditions or results of operations.

A decline in the market

price of Veea’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional

financing in the future.

may fail to meet its publicly announced guidance or other expectations about its business, which would cause its stock price to decline.

expects to provide guidance regarding its expected financial and business performance, such as projections regarding sales and product

development, as well as anticipated future revenues, gross margins, profitability and cash flows.

Correctly identifying key factors affecting

business conditions and predicting future events is inherently an uncertain process and Veea’s guidance may not be accurate.

Veea’s guidance is not accurate or varies from actual results due to Veea’s inability to meet Veea’s assumptions or

the impact on Veea’s financial performance that could occur as a result of various risks and uncertainties, the market value of

the Common Stock could decline significantly.

does not intend to pay cash dividends for the foreseeable future.

intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to

pay cash dividends for the foreseeable future.

Any future determination to pay dividends will be at the discretion of the Board and will

depend on Veea’s financial condition, results of operations, capital requirements, restrictions contained in future agreements

and financing instruments, business prospects and such other factors as its board of directors deems relevant.

is subject to changing law and regulations regarding public company regulatory matters, corporate governance and public disclosure that

have increased and may continue to increase Veea’s costs and the risk of non-compliance.

is and subject to rules and regulations by various governing bodies applicable to public companies, including, for example, the SEC,

which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and

evolving regulatory measures under applicable law.

Veea’s efforts to comply with new and changing laws and regulations have resulted

in, and Veea’s efforts to comply with new and changing laws and regulations likely will result in, increased general and administrative

expenses and a diversion of management time and attention.

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

1 unchanged sentence

This evolution may result in continuing uncertainty regarding compliance matters and additional costs

necessitated by ongoing revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations

and any subsequent changes, we may be subject to penalty and our business may be harmed.

Unresolved Staff Comments

necessitated by ongoing revisions to Veea’s disclosure and governance practices.

If Veea fails to address and comply with these

regulations and any subsequent changes, Veea may be subject to penalty and its business may be harmed.

business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which

could cause Veea to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has

often been brought against that company.

Shareholder activism, which could take many forms or arise in a variety of situations, has been

increasing recently.

Volatility in the stock price of the Common Stock or other reasons may in the future cause it to become the target

of securities litigation or stockholder activism.

Securities litigation and stockholder activism, including potential proxy contests,

could result in substantial costs and divert management’s and the Board’s attention and resources from Veea’s business.

Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to Veea’s future,

adversely affect its relationships with suppliers, service providers and customers and make it more difficult to attract and retain qualified

Also, Veea may be required to incur significant legal fees and other expenses related to any securities litigation and activist

stockholder matters.

Veea’s stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties

of any securities litigation and stockholder activism.

law and the Governing Documents 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.

Governing Documents and the Delaware General Corporation Law (“DGCL”) contain provisions that could have the

effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the

trading price of the Common Stock.

These provisions could also make it difficult for stockholders to take certain actions, including

electing directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting changes

in Veea’s management.

Among other things, the Governing Documents include provisions regarding:

providing for a classified

board of directors with staggered, three-year terms;

the ability of the Board

to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms

of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute

the ownership of a hostile acquirer;

Veea’s Charter prohibits

cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

the limitation of the liability

of, and the indemnification of, Veea’s directors and officers;

removal of the ability

of the stockholders to take action by written consent in lieu of a meeting;

the requirement that a

special meeting of stockholders may be called only by or at the direction of the Board, the chairperson of the Board or the chief

executive officer of Veea, which could delay the ability of stockholders to force consideration of a proposal or to take action,

including the removal of directors;

controlling the procedures

for the conduct and scheduling of board of directors and stockholder meetings;

the ability of the Board

to amend the bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability

of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

advance notice procedures

with which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’

meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes

in the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s

own slate of directors or otherwise attempting to obtain control of Veea.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management.

Charter designates the Delaware Court of Chancery or the United States federal district courts as the sole and exclusive forum for substantially

all disputes between Veea and its stockholders, which could limit Veea’s stockholders’ ability to obtain a favorable judicial

forum for disputes with Veea or its directors, officers, stockholders, employees or agents.

Charter provides that, unless Veea consents in writing to the selection of an alternative forum, the Court of Chancery of the State of

Delaware shall be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on behalf of

(ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer

or other employee, agent or stockholder of Veea against it or against its stockholders, (iii) any action, suit or proceeding asserting

a claim against Veea, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision

of the DGCL or the Charter or Bylaws, or (iv) any action, suit or proceeding asserting a claim against Veea, its current or former directors,

officers, employees, agents or stockholders governed by the internal affairs doctrine.

The foregoing provisions will not apply to any

claims as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of

such court, which is rested in the exclusive jurisdiction of a court or forum other than such court (including claims arising under the

Exchange Act), or for which such court does not have subject matter jurisdiction, or to any claims arising under the Securities Act and,

unless Veea consents in writing to the selection of an alternative forum, the United States District Court for the District of Delaware

will be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act.

22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability

created by the Securities Act or the rules or regulations thereunder.

Accordingly, both state and federal courts have jurisdiction to

entertain such Securities Act claims.

To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or

contrary rulings by different courts, among other considerations, Veea’s Charter provides that, unless Veea consents in writing

to the selection of an alternative forum, United States District Court for the District of Delaware shall be the exclusive forum for

the resolution of any complaint asserting a cause of action arising under the Securities Act.

There is uncertainty as to whether a court

would enforce the forum provision with respect to claims under the federal securities laws.

choice of forum provision in the Charter may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable

for disputes with Veea or any of Veea’s directors, officers, or other employees, which may discourage lawsuits with respect to

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

these types of provisions to be inapplicable or unenforceable, and if a court were to find the choice of forum provision contained in

the Charter to be inapplicable or unenforceable in an action, Veea may incur additional costs associated with resolving such action in

other jurisdictions, which could harm Veea’s business, results of operations and financial condition.

Furthermore, investors cannot

waive compliance with the federal securities laws and rules and regulations thereunder.

Charter provides for indemnification of officers and directors of Veea at Veea’s expense, which may result in a significant cost

to Veea and hurt the interests of its stockholders because corporate resources may be expended for the benefit of officers and/or directors.

Charter and applicable Delaware law provide for the indemnification of Veea’s directors and officers, under certain circumstances,

against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they

or any of them may incur as a result of any act or failure to act in carrying out their functions in connection with Veea, other than

such liability (if any) that they may incur by reason of their own actual fraud, dishonesty, willful neglect or willful default.

will also bear the expenses of such litigation for any of its directors or officers, upon such person’s undertaking to repay any

amounts paid, advanced, or reimbursed by Veea if it is ultimately determined that any such person shall not have been entitled to indemnification.

This indemnification policy could result in substantial expenditures by Veea that we will be unable to recoup.

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