Item 7.01
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Regulation FD Disclosure.
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On February 10, 2022, the Company issued a press release announcing
the execution of the proposed investment by Binance. The press release is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
The foregoing (including Exhibit 99.1) is being furnished pursuant
to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any
filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report
will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act that are based on beliefs and assumptions
and on information currently available to the Company and Forbes. In some cases, you can identify forward-looking statements by the following
words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural
of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking
statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or
circumstances, including strategies or plans as they relate to the proposed transaction, are also forward-looking statements. These statements
involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially
different from those expressed or implied by these forward-looking statements. Although each of the Company and Forbes believes that it
has a reasonable basis for each forward-looking statement contained in this Current Report, each of the Company and Forbes cautions you
that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently
uncertain. In addition, there are risks and uncertainties relating to the proposed transaction, including those described in the preliminary
proxy statement filed by the Company with the SEC and to be described in other documents that the Company or Forbes will file with the
SEC from time to time. These filings may identify and address other important risks and uncertainties that could cause actual events and
results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements in this Current
Report include statements regarding the proposed transaction, including the timing and structure of the transaction, the proceeds of the
transaction and the benefits of the transaction. Neither the Company nor Forbes can assure you that the forward-looking statements in
this Current Report will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including
the ability to complete the business combination due to the failure to obtain approval from the Company’s shareholders or satisfy
other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination of
the business combination agreement, the ability to recognize the anticipated benefits of the business combination, the amount of redemption
requests made by the Company’s public shareholders, costs related to the transaction, the impact of the global COVID-19 pandemic,
the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction,
the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those included
under the heading “Risk Factors” in the proxy statement filed by the Company with the SEC and those included under the heading
“Risk Factors” in the Company’s final prospectus relating to its initial public offering dated March 23, 2021 and other
filings with the SEC. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements
as a representation or warranty by the Company, Forbes, their respective directors, officers or employees or any other person that the
Company and Forbes will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this
Current Report represent the views of the Company and Forbes as of the date of this Current Report. Subsequent events and developments
may cause those views to change. However, while the Company and Forbes may update these forward-looking statements in the future, there
is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking
statements as representing the views of the Company or Forbes as of any date subsequent to the date of this Current Report.
Important Information and Where to Find It
In connection with the proposed transaction, the Company has filed
a preliminary proxy statement and plans to file a definitive proxy statement with respect to the shareholders meeting of the Company to
vote on the proposed transaction. Shareholders of the Company and other interested persons are encouraged to read the preliminary proxy
statement, any amendments thereto and the definitive proxy statement as well as other documents to be filed with the SEC because these
documents contain, or will contain, important information about the Company, Forbes and the proposed transaction. The definitive proxy
statement will be mailed to shareholders of the Company as of a record date to be established for voting on the proposed transaction.
Once available, shareholders of the Company will also be able to obtain a copy of the proxy statements and other documents filed with
the SEC without charge, by directing a request to: Unit 1009, ICBC Tower, Three Garden Road, Central, Hong Kong. The preliminary and definitive
proxy statements can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
The Company and Forbes and their respective directors and executive
officers may be considered participants in the solicitation of proxies with respect to the potential transaction described in this Current
Report under the rules of the SEC. Information about the directors and executive officers of the Company and their ownership is set forth
in the Company’s filings with the SEC, including its final prospectus relating to its initial public offering dated March 23, 2021.
Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company’s
shareholders in connection with the potential transaction is set forth in the preliminary proxy statement and will be set forth in the
definitive proxy statement when it is filed with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov
or by directing a request to: Unit 1009, ICBC Tower, Three Garden Road, Central, Hong Kong.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to
sell or a solicitation of an offer to buy any securities of the Company or Forbes, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act.