Azerion SPAC Presentation Deck

Risk Factors (5/5) Risks relating to taxation Tax Risks relating to the Business Combination The Business Combination may result in adverse tax, regulatory or other consequences for Shareholders and Warrant Holders which may differ for individual Shareholders and Warrant Holders depending on their status and residence. Tax Risk relating to holding Ordinary Shares and/or Warrants following the Business Combination Shareholders and Warrant Holders may suffer adverse tax consequences in connection with acquiring, owning and disposing of the Company's Ordinary Shares and/or Warrants. There can be no assurance that the Company will be able to make returns in a tax-efficient manner for the Shareholders and/or the Warrant Holders. The number of Ordinary Shares and Warrants outstanding at any given time may fluctuate substantially, which could lead to adverse tax consequences for the holders thereof. Dividends distributed on the Ordinary Shares are currently subject to Dutch withholding tax and, in addition, dividends that are paid to certain related parties in low-taxed jurisdictions might in the future become subject to an additional Dutch withholding tax. ● ● ● Tax Risks relating to Azerion Changes in tax laws, regulations and treaties, changes in the interpretation and enforcement thereof, and the introduction of new tax laws or regulations with or without retroactive effect could have a material adverse effect on Azerion. ● ● ● Azerion conducts business in multiple jurisdictions and is exposed to the tax laws of such jurisdictions, including the risks in connection with challenges to its tax position or adverse outcomes of tax audits. Transfer pricing adjustments may adversely affect our corporate income tax expense. The Company may be a passive foreign investment company, or "PFIC," which could result in adverse US federal income tax consequences to US investors. azerion 79

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