Polibeli Group Ltd

Some of the statements contained in this annual report constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the Company’s current views, as applicable, with respect to, among other things, its respective capital resources, performance and results of operations. Likewise, all of the Company’s statements regarding anticipated growth in operations, anticipated market conditions, demographics, reserves and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “forecasts,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this annual report reflect the Company’s current views, as applicable, about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. The Company does not guarantee that the events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• general economic uncertainty;

• expectations regarding the Company’s strategies and future financial performance, including the Company’s future business plans or objectives, prospective performance and opportunities and competitors, revenues, ability to raise capital, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and the Company’s ability to invest in growth initiatives and pursue acquisition opportunities;

• the Company’s ability to maintain the listing of Company Ordinary Shares on the Nasdaq or any other national stock exchange;

• potential disruption in the Company’s employee retention;

• potential litigation, governmental or regulatory proceedings, investigations or inquiries involving the Company;

• international, national or local economic, social or political conditions that could adversely affect the Company and its business;

• the effectiveness of the Company’s internal controls and its corporate policies and procedures;

• environmental uncertainties and risks related to adverse weather conditions and natural disasters;

• potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by the Company;

• the limited experience of certain members of the Company’s management team in operating a public company in the United States;

• the volatility of the market price and liquidity of Company Ordinary Shares and Company Warrants;

• a failure to achieve anticipated benefits of acquisitions or the need to dispose of non-core assets for less than their carrying value on the financial statements as a result of weak market conditions;

• global political events that affect commodity prices;

• the risk that the Company’s properties may be subject to actions and opposition by non-governmental agencies;

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• a failure by the Company to obtain the regulatory authorizations it needs for general operating activities or compliance for decommissioning;

• the geographical concentration of the Company’s assets;

• changes to current, or implementation of additional, regulations applicable to the Company’s operations;

• a failure to secure the services and equipment necessary for the Company’s operations for the expected price, on the expected timeline, or at all;

• seasonal weather conditions that may cause operational delays;

• changes to applicable tax laws or government incentive programs;

• defects in the title or rights in relation to the Company’s properties;

• risk management activities that expose the Company to the risk of financial loss and counter-party risk;

• the occurrence of an uninsurable event;

• an inability to recruit and retain a skilled workforce and key personnel;

• the potential physical effects of climate change on the Company’s production and costs;

• any breaches of the Company’s cyber-security and loss of, or unauthorized access to, data;

• changes to applicable tax laws and regulations or exposure to additional tax liabilities;

• the significant increased expenses and administrative burdens that the Company will incur as a public company;

• internal control weaknesses and any misstatements of financial statements or the Company’s inability to meet periodic reporting obligations;

• foreign currency and interest rate fluctuations; and

• failure to comply with anticorruption, economic sanctions, and anti-money laundering laws.

Additionally, statements relating to “reserves” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and can be profitably produced in the future.

The forward-looking statements contained herein are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. For a further discussion of the risks and other factors that could cause the Company’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statements, please see the section entitled “Item 3. Key Information — D. Risk Factors.” There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made in making these forward-looking statements prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. While such forward-looking statements reflect the Company’s good faith beliefs, as applicable, they are not guarantees of future performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this annual report, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company.

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