This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:
| ● | the benefits from the Business Combination; |
| ● | the Company’s plans to expand its customers base with market trends; |
| ● | the Company’s ability to grow market share in its existing markets or any new markets it may enter; |
| ● | the Company’s ability to execute its growth strategy, manage growth and maintain its corporate culture as it grows; |
| ● | the regulatory environment and changes in laws, regulations or policies in the jurisdictions in which the Company operates; |
| ● | political instability in the jurisdictions in which the Company operates; |
| ● | anticipated technology trends and developments and the Company’s ability to address those trends and developments with its products and offerings; |
| ● | the ability to protect information technology systems and platforms against security breaches or otherwise protect confidential information or platform users’ personally identifiable information; |
| ● | PubCo’s ability to raise financing in the future; and |
| ● | the Company’s ability to utilize the “controlled company” exemption under the rules of Nasdaq. |
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These forward-looking statements are based on information available as of the date of this Report, and current expectations, forecasts and assumptions involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
| ● | the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Company to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees; |
| ● | future exchange and interest rates; |
| ● | the Company is highly dependent on the services of its Group Chairman of the Board and executive officers; |
| ● | the Company may experience difficulties in managing its growth and expanding its operations; |
| ● | the outcome of any legal proceedings that may be instituted against the Company or others in connection with the Business Combination and the related transactions; |
| ● | the Company’s business largely depend on relationships with game studios, customers and platform providers. |
The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the section entitled “Risk Factors” of the final prospectus, dated December 31, 2024, to the Company’s Registration Statement on Form F-4 (File No.: 333-280559) initially filed with the SEC on June 28, 2024, and declared effective by the SEC on December 30, 2024 (the “Form F-4”), which are incorporated by reference into this Report.
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