Risk Factors Update Summary

• If third parties bring claims against us or the Surviving Company, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share.
• The per-share redemption amount could be reduced from $10.25 to $9.25 due to reductions in the value of trust assets.
• Shareholders may be subject to a new 1% U.S. federal excise tax on redemptions of Company Shares, with the tax amount being 1% of the fair market value of the repurchased stock at the time of repurchase.
• Shareholders may be subject to U.S. federal withholding taxes on any dividends paid in respect of Surviving Company Common Stock after the Domestication.
• The Domestication may cause non-U.S. holders to become subject to U.S. federal withholding taxes on any dividends paid in respect of their Surviving Company Common Stock after the Domestication.
• The Domestication should qualify as a reorganization under Section 368 of the Code, potentially resulting in adverse tax consequences for holders of Class A ordinary shares or Class B ordinary warrants.
• The Excise Tax of 1% on certain repurchases of stock may apply to redemptions occurring after the Domestication, potentially reducing the cash available for redemptions and operations.