Risk Factors Update Summary

• If deemed an investment company, compliance requirements may increase, affecting completion of the business combination.
• The number of authorized but unissued shares increased from 610,000 to 832,000.
• Proposed SPAC rules may increase costs and time for completing an initial business combination.
• The number of private placement warrants decreased from approximately $468 million to $148 million.
• Failure to complete business combination by Sept 19, 2024, may result in public stockholders receiving $10.20 per share.
• Purchasers of shares in the IPO experienced immediate and substantial dilution of approximately 15%.
• Registration rights granted to founders may complicate the initial business combination and affect stock price.
• Flexibility in selecting a target business may lead to a reduction in the value of securities.
• Delisting from Nasdaq could limit trading, reduce liquidity, and impact the ability to issue additional securities.
• Failure to meet Nasdaq initial listing requirements may result in securities being quoted on an over-the-counter market.