FL Entertaiment SPAC

Risk factors (3/3) Risks relating to the Ordinary Shares and Warrants Our Special Voting Shares will concentrate voting control with Financière LOV or a permitted subsequent holder thereof, and limit the ability of other shareholders to influence corporate matters Future issuances of Ordinary Shares by the Company or any future sales or the possibility of future sales of a substantial number of Ordinary Shares and Warrants by Ordinary Shareholders may adversely affect the market price of the Ordinary Shares and Warrants, and any future issuance of Ordinary Shares may dilute investors' shareholdings. Shareholders may not be able to participate in future equity offerings with pre-emptive rights. To the extent a Warrant Holder has not exercised its Warrants before the end of the period within which that is permitted such Warrants will lapse worthless The Company may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant Holders, thereby making such Warrants worthless The Company has determined that the Warrants currently should be treated as debt, which may make the Company less attractive to investors. The Company cannot guarantee that the Warrants will be able to be reclassified as equity in future Non-compliance by Financière Lov under the Equity Financings could significantly impact the Company's shareholding structure and adversely affect the market price of the Ordinary Shares and the Warrants Investors with a reference currency other than euro will become subject to foreign exchange risks when investing in the Ordinary Shares and/or Warrants. If securities or industry analysts do not publish research or reports about the Company's business or industry, or if such analysts (if any) change their recommendations regarding the Ordinary Shares and/or the Warrants adversely, the market price and trading volumes of the Ordinary Shares and the Warrants could decline. Risks relating to the Listing There is currently no public trading market for the Ordinary Shares and the Warrants and there is a risk that no active and liquid market for the Ordinary Shares and the Warrants will develop and that the price of the Ordinary Shares and the Warrants may be volatile. If Settlement does not take place, purchases of the Ordinary Shares and Warrants will be disregarded and transactions effected in the Ordinary Shares and the Warrants will be annulled. ● ● ● . 33

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