Risk Factors Update Summary

• The termination fee recorded on the Statement of Operations for the year ended December 31, 2023, amounted to $4,070,807. This termination fee represents a significant financial impact on the company.
• Introduction of Topic 815 - SubTopic 40, Section 65 - Paragraph 1 - Subparagraph (f) by FASB. This change enhances financial statement clarity.
• Restatement of Previously Issued Financial Statements for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023, due to improper accounting, impacting balance sheet items significantly.
• Identified material weakness in internal control over financial reporting, restated financial statements, and potential adverse effects.
• Addition of a Policy Regarding the Recovery of Erroneously Awarded Compensation, including definitions and procedures.
• Addition of a definition for "Total number of gain common shares" with details on comprehensive income.
• The Sponsor entered into Non-Redemption Agreements transferring 739,286 Founder Shares valued at $155,250.
• Entered into a Business Combination Agreement with Linqto, including a $1.0 million payment. The Linqto Business Combination is expected to close in the second half of 2024.
• The Company entered into Non-Redemption Agreements transferring 739,286 Founder Shares valued at $155,250 to shareholders.
• Changes in the number of Class A Ordinary Shares from 1,322,000 to 1,322,000,000.
• The completion deadline for the Business Combination was extended from November 15, 2023, to December 31, 2024.
• Addition of a new definition for "Amount of unrealized gain (loss) related to the fair value of price risk derivatives" with a reference link.
• Section 50, Paragraph 28, Subparagraph (f) was added, with a URI link to asc.fasb.org/1943274/2147482907/825. This addition enhances accessibility to critical information.
• Inclusion of details on "Equity impact of issuances" related to new stock issued during the period.
• The Company terminated the Business Combination Agreement with Qenta, resulting in a termination fee of $4,070,807.
• Business Combination Consideration involves exchanging Linqto shares based on an enterprise value of approximately $700 million.
• The company adopted ASU 2016-13 on January 1, 2023, with no material impact on financial statements.
• Increase in underwriting commission from $5,220,000 to $11,280,000 for new commitments.
• The company's officers and directors have agreed to waive rights to indemnification due to material weaknesses.
• In October 2023, agreements were made not to redeem 2,031,411 Class A Ordinary Shares.
• Increase in net income from $6.0 million in 2022 to $6.2 million in 2023.
• Section 50 - Paragraph 3 - Subparagraph (c) changed from 3 to 7. This may impact financial reporting.
• Increase in redemption value of Class A ordinary shares subject to possible redemption by $287,036,230.
• Addition of Topic 250 - SubTopic 10, Section 50 - Paragraph 3, with a reference to FASB. This change enhances financial reporting transparency.
• The FASB issued ASU 2016-13, requiring financial assets at amortized cost to be presented at the net amount expected to be collected. Effective for fiscal years beginning after December 15, 2022.
• Non-Redemption Agreements with certain Shareholders involved 2,031,411 Class A Ordinary Shares valued at $35,915.
• Per share decrease in exercise price of warrant. Excludes change due to standard antidilution provision.
• Regulation S-X (SX) Number 210, Section 12, Subsection 04, Paragraph a was added.
• General and administrative expenses decreased significantly from $974,992 to $4,100,895.
• Added detailed provisions regarding the Sponsor Support Agreement, including forfeiture of Private Placement Units and Founder Shares exceeding 4,000,000 New Linqto Shares.
• Change in outstanding warrants from 15,000,000 to 661,000 warrants. This change is significant.
• Adoption of ASU 2016-13 on January 1, 2023, for Financial Instruments - Credit Losses, with no material impact on consolidated financial statements.
• The Company accounted for the Convertible Promissory Note - Related Party at par value. This change might result in a more conservative approach to accounting for convertible notes.
• Fair Valued Assets increased from $4 to $32,984 million from 2022 to 2023.
• The Company had approximately $255,000 in its operating bank account, with a working capital deficit of approximately $2.0 million. This indicates a significant decrease in working capital from the previous period.
• Introduction of a Clawback Policy for recouping Incentive-Based Compensation in case of Accounting Restatement.
• The implied value per share upon Business Combination decreased from $1.09 to $0.75.
• Restatement adjustment made to the financial statements for the year ended Dec. 31, 2023.
• Inclusion of Topic 260 - SubTopic 10, Section 55 - Paragraph 52, with a URI link. This addition improves data accessibility.
• Increase in the maximum principal amount of the Sponsor Note to $3,000,000 effective June 29, 2023, from $1,500,000.
• A new definition for "Accounts Payable" was included without a reference.
• Increase in net income from $358,348,624 to $358,878,624.
• The Company had no borrowings under any Working Capital Loans as of December 31, 2023, compared to borrowings of $180,000 in 2022. This change indicates improved liquidity.
• Extension of Combination Deadline from May 15, 2023, to November 15, 2024.
• Shareholders may receive approximately $10.38 per Public Share, a decrease from $10.95.
• Loss from operations increased from $649,094,072 to $4,280,895.
• Stock issued during period value new issues increased from $13,220,000 to $13,220,625.
• The cash in the operating bank account decreased from approximately $255,000 to $96,000.
• Termination of the Business Combination Agreement results in a $5,000,000 termination fee payable by Linqto.
• Change in the minimum percentage of new common stock post-combination from 9.90% to 10.00%.
• Addition of new subparagraphs (ii) and (iii) under Section S99 - Paragraph 1A.
• The Company issued a promissory note in the principal amount of up to $1,500,000, which was later increased to $3,000,000. This shows a substantial increase in potential debt financing.
• The Sponsor Note principal amount increased from $1,500,000 to $3,000,000, with $512,017 outstanding.
• Section 50, Paragraph 3, Subparagraph (c) was added, with a URI link to asc.fasb.org/1943274/2147481687/323-10-50-3. This addition provides further details on a specific section.
• The Company adopted ASU 2016-13 on January 1, 2023, with no material impact on its consolidated financial statements.
• Section 50 - Paragraph 30 - Subparagraph (c) changed from 3 to 32. This indicates a significant change.
• The Class A ordinary shares subject to possible redemption decreased from 2,111,794 to 163,000.
• Derivative warrant liabilities increased from $681,227 to $10,962,700 from 2022 to 2023.
• Fair value measurements for Investments held in Trust Account and Derivative warrant liabilities were disclosed.
• The company implemented a Clawback Policy effective from October 2, 2023, to comply with SEC rules.
• The company's officers and directors have agreed to waive rights to indemnification due to material weaknesses.
• The company's officers and directors have agreed to waive rights to indemnification due to material weaknesses.
• Change in the basic and diluted net income per ordinary share from $0.23 to $0.35.
• Detailed definitions added for Accounting Restatement, Clawback Eligible Incentive Compensation, and Clawback Period.
• Introduction of a new definition for "Proceeds from issuance of capital stock" with a reference link.
• Introduction of a new definition for "Amount of the fee that accompanies borrowing money under the debt instrument."
• Increase in fair value of derivative warrant liabilities from $659,984 to $681,227.
• Gross proceeds from Initial Public Offering decreased from $300,000,000 to $0.
• New disclosure on Transaction Support Agreements with Linqto shareholders to support and vote in favor of the Business Combination Agreement.
• Change in fair value of assets from $4,070,807 to $32,984.
• Introduction of new references 14, 15, and 16 related to the FASB publisher.
• Reduction of deferred underwriting fees owed to Cantor Fitzgerald from $7,896,000 to $3,948,000 upon successful completion of the Qenta Business Combination.
• Founder shares forfeited increased from 10,000 to 15,000 shares.
• The working capital deficit increased from approximately $3.6 million to $9 million.
• Administrative expenses decreased from $4,100,895 in 2022 to $1,974,992 in 2023. This change might indicate cost-cutting measures or operational efficiencies.
• The number of outstanding ordinary shares changed from approximately 75.9% to 84.3%.
• Increase in the diluted weighted average ordinary shares outstanding from 31,322,000 to 9,349,495.
• Inclusion of a New Registration Rights Agreement requiring the Company to file a registration statement for resale of shares held by Holders within 30 days.
• Termination fee income increased from $4,070,807 to $35,915.
• Section 50, Paragraph 7, Subparagraph (b) was added, with a URI link to asc.fasb.org/1943274/2147481404/852-10-50-7. This addition likely introduces new information or clarifies existing content.
• Working capital loan - related party remained at $525,824 from 2022 to 2023.
• Inclusion of a detailed schedule of "Fair Value Measurements" for the Convertible Note Related Party.
• Section 50 - Paragraph 1 - Subparagraph (bb) changed from 3 to 7. This change may affect financial disclosures.
• The definition for "General & Administrative Costs" was added without a reference.
• Conversion of Class B ordinary shares to Class A ordinary shares with a value of $900.
• The Company must complete a Business Combination by May 15, 2024, or face mandatory liquidation.
• Accretion of Class A ordinary shares increased from $0.0001 to $0.0002 per share.
• The fair value of derivative warrant liabilities increased from $681,227 to $32,984.
• Reduction of deferred underwriting fees from $7,896,000 to $3,948,000 upon successful completion of Qenta Business Combination.
• Clarifying updates to the new standard were issued, including changing the effective date for smaller reporting companies to fiscal years beginning after December 15, 2022.
• The company's officers and directors have agreed to waive rights to indemnification due to material weaknesses.
• The company's officers and directors waived rights to indemnification due to material weaknesses.
• Increase in the number of additional shares purchased under the agreement from 304,712 to 500,000.
• Addition of information on "Detail information of elements pertaining to a subsequent event" with references.
• Added requirement for a lock-up agreement with Sponsor, directors, officers, and certain shareholders of Linqto within 30 days post the Business Combination Agreement.
• Common stock subject to possible redemption increased by 27,888,220 shares.
• Net Income (loss) was defined without a reference.
• Audit fees decreased from $81,640 in 2022 to $101,920 in 2023. This change might reflect changes in audit scope or service providers.
• General and administrative expenses - related party increased from $525,824 to $525,839.
• Offering costs associated with derivative liabilities decreased by $658,600.
• Changes in Topic 470 to SubTopic 10 and Topic 235 to SubTopic 10.
• The fair value of the Qenta Investment Asset increased from $4,070,807 to $4,070,807.
• Termination of proposed Business Combination with Qenta and related agreements on November 8, 2023.
• The Founder Shares and Private placement shares total increased from 13,915,433 to 14,271,794.
• Forfeiture of 5,000 Class B ordinary shares and accretion of Class A ordinary shares.
• Agreement with a vendor for investment banking services includes an increase of $200,000 contingent upon the completion of the Qenta Business Combination.
• The Company's net income decreased from $9,348,878 in 2022 to $6,080,281 in 2023. This change might indicate changes in revenue or expenses.
• Issuance of private placement units resulting in an increase in net income.
• Net income increased from $8,174,353 to $13,629,773.
• The definition for "Total Stockholder’s Deficit" was added without a reference.
• Introduction of a special committee to evaluate and approve the Business Combination Agreement and related ancillary documents.
• Forfeited shares decreased by 10,000 shares.
• Stock conversion percentage threshold increased from 25.00% to 25.15%.
• The fair value of the Working capital loan – related party remained constant at $525,824.
• Sponsor voluntarily converting Founder Shares to Class A Shares on a one-for-one basis.
• Weighted average ordinary shares outstanding decreased from 9,216,349 to 31,322,000.
• Percentage of convertible common stock issued and outstanding decreased to 25.00%.
• The Company entered into a Business Combination Agreement with Linqto, exchanging shares based on an enterprise value of approximately $700 million.
• Agreement to consummate a business combination with Linqto, subject to shareholder approval.
• Shareholder non-redemption agreements amounting to $155,250.
• The Company's cash balance decreased from $254,781 in 2022 to $95,895 in 2023. This change might indicate changes in cash flow or investment activities.
• Inclusion of detailed criteria for the Company's payment of expenses and indemnification of Holders in the New Registration Rights Agreement.
• Share price per unit increased from $10 to $10.2.
• Added provisions on the Company's agreement to provide customary "piggyback" registration rights to Holders, subject to certain requirements and conditions.
• Diluted net income per ordinary share decreased from $0.23 to $0.02.
• Expense related to the Issuance of Non-Redemption agreements totaling $35,915.
• Principal amount of debt instrument outstanding increased from $131,517 to $131,517.
• Issue price per ordinary share decreased from $0.11.5 to $0.10.