Forward-Looking Statements
This Report includes forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business
Combination between Otonomo and the Company, including statements regarding the anticipated timing of the Business Combination. These forward-looking statements are generally identified by terminology such as believe, may,
will, potentially, estimate, continue, anticipate, intend, could, would, project, target, plan, expect,
or the negatives of these terms or variations of them or similar terminology. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, and Otonomo and its
management, as the case may be, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward
looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this Report, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of the Companys securities, (ii) the risk that the transaction may
not be completed by the Companys Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by the Company, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the adoption of the Business Combination Agreement by the shareholders of Otonomo and the Company, the satisfaction of the minimum trust account amount following redemptions by the Companys public shareholders and
the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the transaction on Otonomos business relationships, performance, and business generally, (vii) risks that
the proposed Business Combination disrupts current plans of Otonomo and potential difficulties in Otonomo employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against
Otonomo or against the Company related to the Business Combination agreement or the proposed Business Combination, (ix) the ability of Otonomo to list its ordinary shares on the Nasdaq, (x) volatility in the price of the combined
companys securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Otonomo plans to operate, variations in performance across competitors, changes in laws and regulations affecting
Otonomos business and changes in the combined capital structure, and (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and to identify and realize
additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk Factors section of the Companys, Quarterly
Report on Form 10-Q, and other documents filed by the Company from time to time with the U.S. Securities and Exchange Commission (the SEC) and the registration statement on Form F-4 and proxy statement/prospectus discussed above. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in
the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Otonomo and the Company assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Nothing in this
Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements in this Report, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Otonomo nor the Company undertakes any duty to update
these forward-looking statements.
Any financial and capitalization information or projections in this Report are forward-looking
statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Otonomos and the Companys control. While such information and projections are necessarily
speculative, Otonomo and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and
estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained
in the projections. The inclusion of financial information or projections in this Report should not be regarded as an indication that Otonomo or the Company, or their respective representatives and advisors, considered or consider the information or
projections to be a reliable prediction of future events.
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