No Offer or Solicitation
This filing is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an
offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed business combination will be implemented solely pursuant to the Business Combination Agreement, filed as an exhibit to the
Current Report on Form 8-K filed by the Company with the SEC on January 18, 2024, which contains the full terms and conditions of the Business Combination. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended.
Forward-Looking Statements
All statements other than statements of historical facts contained in this filing are forward-looking statements. Forward-looking statements may generally be
identified by the use of words such as anticipate, believe, envision, estimate, expect, intend, may, plan, predict, project,
target, potential, will, would, could, should, continue, contemplate 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. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and
the plans and objectives of management for future operations including as they relate to the proposed business combination and related transactions, pricing and market opportunity, the satisfaction of closing conditions to the proposed business
combination and related transactions, the level of redemptions by the Companys public stockholders and the timing of the completion of the proposed business combination, including the anticipated closing date of the proposed business
combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this filing, and on the current expectations of the Company, IndiaCo, Hunch Mobility and PubCos management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the
control of the Company, IndiaCo, Hunch Mobility and PubCo.
These forward-looking statements are subject to a number of risks and uncertainties, including
(i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination, or that the approval of the stockholders of
Hunch Mobility or the Company is not obtained; (iii) the ability to acquire and maintain the listing of PubCos securities on a stock exchange ; (iv) the inability to complete any private placement financing, the amount of any private
placement financing or the completion of any private placement financing with terms unfavorable to you; (v) the risk that the proposed business combination disrupts current plans and operations the Company, Hunch Mobility, IndiaCo or PubCo as a
result of the announcement and consummation of the proposed business combination and related transactions; (vi) the risk that any of the conditions to closing of the business combination are not satisfied in the anticipated manner or on the
anticipated timeline or are waived by any of the parties thereto; (vii) the failure to realize the anticipated benefits of the proposed business combination and related transactions, which may be affected by, among other things, the ability of
the PubCo to grow and manage growth profitably, grow its customer base and retain its management and key employees; (viii) risks relating to the uncertainty of the costs related to the proposed business combination; (ix) risks related to
the rollout of Hunch Mobility, IndiaCo and PubCos business strategy and the timing of expected business milestones, including, but not limited to, the use of electrical vertical aircraft; (x) Hunch Mobilitys limited operating
history and history of net losses; (xi) the evolution and growth of the markets in which PubCo operates; (xii) changes in applicable laws or regulations; (xiii) the ability of PubCo to adhere to legal and regulatory requirements and
to receive any needed regulatory approvals or licenses; (xiv) cybersecurity risks, data loss and other breaches of PubCos network security and the disclosure of personal information; (xv) the effects of competition on Hunch Mobility,
IndiaCo and PubCos business; (xvi) risks related to domestic and international political and macroeconomic uncertainty, including the continued economic growth of the Indian sub-continent, the
impacts of climate change, the Russia-Ukraine conflict,