Rezolve's Business Expansion and Financial Performance

Risk Factors (Cont'd) Risks Related to the SPAC's Securities If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the SPAC's securities may decline, either before or after the closing of the Business Combination. • The combined entity will incur significant increased expenses and administrative burden as a public company, and the combined entity may not be able to maintain an effective system of disclosure controls and internal control over financial reporting, each of which could have an adverse effect on its business, financial condition and results of operations. • • • . There can be no assurance that the combined Company's common stock will be approved for listing on The Nasdaq Stock Market or other national exchange or that the Combined Company will be able to comply with the continued listing standards of The Nasdaq Stock Market or other national exchange. The combined company's failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the business combination is consummated could have a material adverse effect on its business. An active trading market for the SPAC's shares may not be available on a consistent basis to provide shareholders with adequate liquidity. The stock price may be extremely volatile, and shareholders could lose a significant part of their investment. The SPAC's shares may fail to meet the continued listing standards of the Nasdaq Capital Market ("Nasdaq"), and additional shares may not be approved for listing on Nasdaq. Because Rezolve has no current plans to pay cash dividends for the foreseeable future, you may not receive any return on investment unless you sell your shares for a price greater than that which you paid for them. If, following the transaction, securities or industry analysts do not publish or cease publishing research or reports about Rezolve, its business, or its market, or if they change their recommendations regarding Rezolve's securities adversely, the price and trading volume of Rezolve's securities could decline. Risks Related to the SPAC and the Business Combination • . • . • • • • . Directors of the SPAC have potential conflicts of interest in recommending that the SPAC's shareholders vote in favor of the adoption of the merger agreement and the business combination, and approval of the other proposals to be described in the proxy statement/prospectus. The SPAC may, in accordance with their terms, redeem unexpired SPAC warrants prior to their exercise at a time that is disadvantageous to holders of SPAC warrants. The SPAC's founders, directors, officers, advisors and their affiliates may elect to purchase the SPAC's Class A ordinary shares or SPAC warrants from public shareholders, which may influence the vote on the Business Combination and reduce the public "float" of the SPAC's shares. The SPAC's sponsor has agreed to vote in favor of the business combination, regardless of how the SPAC's public shareholders vote. Even if the SPAC consummates the business combination, there can be no assurance that the SPAC's public warrants will be in the money during their exercise period, and they may expire worthless. The ability of the SPAC's shareholders to exercise redemption rights with respect to a large number of outstanding SPAC shares could increase the probability that the business combination will not occur. The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all. The SPAC's board has not obtained and does not currently intend to obtain a third-party valuation or financial opinion in determining whether to proceed with the business combination. Current SPAC shareholders will own a smaller proportion of the post-closing company than they currently own of the SPAC's ordinary shares. In addition, following the closing of the business combination, the SPAC may issue additional shares or other equity securities without the approval of its shareholders, which would further dilute their ownership interests and may depress the market price of its shares. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. The announcement of the proposed Business Combination could disrupt Rezolve's relationships with its suppliers, finances and others, as well as its business generally. The SPAC's warrants are being accounted for as derivative liabilities and are recorded at fair value, with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of the SPAC's ordinary shares or may make it more difficult for the SPAC to consummate an initial business combination. Changes in accounting guidance regarding the treatment of redeemable shares as "temporary equity" may result in the SPAC and/or the combined company to switch listing from The Nasdaq Stock Market's Capital Market to the Global Market, which requires 100 more minimum shareholders than The Nasdaq Stock Market's Capital Market. Following the consummation of the Business Combination, the combined company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations. . Rezolve's management team has limited experience in operating a public company. 30 30 rezolve instant salesware

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