Risk Factors Update Summary

• SEC adopted 2024 SPAC Rules impacting disclosure requirements and liability in business combination transactions.
• Risk of failing to complete initial business combination within set timeframe, resulting in ceasing operations and redeeming public shares for approximately $11.01 per share or less. This may lead to liquidation and warrants expiring worthless.
• Potential impact of 2024 SPAC Rules on ability to consummate business combinations and increased costs.
• Risk of delisting from NYSE due to falling below listing standards, leading to trading suspension and subsequent delisting, impacting investors' ability to trade.
• Assessment to mitigate risk of being deemed an unregistered investment company under the Investment Company Act. This change might result in increased regulatory compliance costs.
• Potential impact on public stockholders due to delisting, with securities moving to OTC market, potentially limiting trading and subjecting the company to additional restrictions.
• Uncertainty regarding the ability to list securities on another national exchange if delisted from NYSE, potentially affecting liquidity and investor confidence.
• Risk of facing significant adverse consequences if securities are delisted from NYSE and moved to OTC market, impacting investor perception and trading dynamics.
• Potential consequences of securities moving to OTC market, including increased costs, decreased availability of directors, and challenges in collecting payments.
• Risk of facing regulatory scrutiny from states if securities are not listed on an exchange, potentially leading to investigations and restrictions on the sale of securities.