Risk Factors Update Summary

• Addition of a 1% U.S. federal excise tax on certain repurchases, potentially impacting cash available for business combinations.
• Change in SPAC rules by the SEC may increase costs and time needed for business combinations.
• The Company and SANUWAVE will incur significant transaction and transition costs in connection with the Business Combination. This includes non-recurring costs and additional costs to retain key employees.
• Notice 2023-2 provides interim guidance on the 1% excise tax, with exceptions for complete liquidation distributions.
• Change in investment strategy: Funds now invested in U.S. government treasury obligations with a maturity of 180 days instead of 185 days.
• Stockholders will experience immediate dilution due to the issuance of Class A common stock in the Business Combination. Post-Combination ownership percentages are detailed: Class A stockholders 11.5%, Class B stockholders 10.9%, SANUWAVE stockholders 69.0%, Public Warrants holders 4.0%, and Private Placement Warrants holders 3.5%.
• Redemptions of shares after December 31, 2022, may be subject to excise taxes.
• Potential impact of negative interest rates on investments, particularly in European and Japanese markets.
• If the Business Combination does not meet expectations, the market price of the Company's securities may decline. This could impact the market price of the Company's securities prior to and after the Closing.
• The excise tax could hinder the ability to enter into and consummate an initial business combination.
• The Company may not be able to complete the initial business combination within the specified timeframe. If not completed, stockholders may redeem their shares for a per-share price of $10.10, potentially resulting in a loss.
• The Company identified material weaknesses related to accounting for complex financial instruments and the proper classification of purchases of trading securities. These weaknesses could impact financial reporting and control over financial reporting.
• The Company may face various risks affecting its ability to complete the initial business combination, including economic uncertainty, volatility in financial markets, geopolitical instability, and changes in laws and regulations.
• The Company may be impacted by factors beyond its control, such as downturns in financial markets, inflation, rising interest rates, supply chain disruptions, declines in consumer confidence, and geopolitical instability.