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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

~~[X]~~ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2017~~2025

~~[ ] TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the~~☐ ~~transition~~TRANSITION ~~period~~REPORT ~~from to~~ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission ~~file~~File ~~number~~Number: 001-38091

NATIONAL ENERGY SERVICES REUNITED CORP.

(Exact name of ~~registrant~~Registrant as specified in its charter)

British Virgin Islands ~~N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)~~

777 Post Oak Blvd., Suite 730 Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

(State or other jurisdiction of incorporation or organization)

~~Registrant’s telephone number: (832) 925~~98-~~3777~~1367302

~~Securities~~(I.R.S. ~~registered~~Employer ~~pursuant~~Identification ~~to Section 12(b~~No.) ~~of the Act:~~

~~Title~~777 Post ofOak ~~Each Class: Name of Each Exchange on Which Registered: Ordinary Shares~~Blvd., noSuite ~~par value The NASDAQ Stock Market LLC Warrants to purchase one-half of one Ordinary Share The NASDAQ Stock Market LLC~~730

Houston, Texas

(Address of principal executive offices)

77056-3214

(Zip Code)

Registrant’s telephone number, including area code: (832) 925-3777

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbols		Name of each exchange on which registered
Ordinary shares, no par value per share		NESR		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ~~[ ]~~ ☒ No ~~[X]~~☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or ~~Section~~ 15(d) of the ~~Exchange~~ Act. Yes ~~[ ]~~ ☐ No ~~[X]~~☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ~~[X]~~☒ No ~~[ ]~~☐

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant~~large toaccelerated ~~Item~~filer, ~~405~~an ofaccelerated ~~Regulation~~filer, Sa non-Kaccelerated isfiler, ~~not~~a ~~contained~~smaller ~~herein,~~reporting company ~~and~~or ~~will~~an ~~not be~~emerging ~~contained,~~growth tocompany. See the ~~best~~definitions of ~~registrant’s~~“large ~~knowledge~~accelerated filer,” in“accelerated ~~definitive~~filer” “smaller ~~proxy~~reporting orcompany” ~~information~~and ~~statements~~“emerging ~~incorporated~~growth bycompany” ~~reference~~ in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K~~Act. or(Check ~~any~~one): ~~amendment~~Large accelerated tofiler ~~this~~☐ ~~Form~~Accelerated 10filer ☒ Non-K.accelerated ~~[ ]~~filer ☐ Smaller reporting company ☐ Emerging growth company ☐

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~large~~not ~~accelerated~~to ~~filer,~~use anthe ~~accelerated~~extended ~~filer,~~transition aperiod ~~non-accelerated~~for ~~filer,~~complying with ~~smaller~~any ~~reporting company~~new or anrevised ~~emerging~~financial ~~growth~~accounting ~~company.~~standards ~~See~~provided ~~definitions~~pursuant ofto ~~“large~~Section ~~accelerated~~13(a) ~~filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2~~ of the Exchange Act. ☐

~~Large~~Indicate by ~~accelerated~~check ~~filer~~mark [whether ]the ~~Accelerated~~registrant ~~filer~~has [filed ]a ~~Non-accelerated~~report ~~filer~~on ~~[X]~~and ~~Smaller~~attestation to its management’s assessment of the effectiveness of its internal control over financial reporting ~~company~~under [Section ]404(b) ~~Emerging~~of ~~growth~~the ~~company~~Sarbanes-Oxley ~~[X]~~Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If ansecurities ~~emerging~~are ~~growth~~registered ~~company,~~pursuant ~~indicate~~to bySection ~~check~~12(b) ~~mark~~of if the ~~registrant~~Act, ~~has~~indicate ~~elected~~by ~~not~~check tomark ~~use~~whether the ~~extended~~financial ~~transition~~statements ~~period~~of ~~for~~the registrant ~~complying~~included ~~with~~in ~~any~~the ~~new~~filing orreflect ~~revised~~the ~~financial~~correction ~~accounting~~of ~~standards~~an ~~provided~~error ~~pursuant~~ to ~~Section~~previously ~~13(a)~~issued offinancial ~~the Exchange Act~~statements. ~~[ ]~~☐

Indicate by check mark whether ~~the~~any ~~registrant~~of isthose aerror ~~shell~~corrections ~~company~~are ~~(as~~restatements ~~defined~~that inrequired ~~Rule~~a ~~12b~~recovery analysis of incentive-2based compensation received by any of the ~~Exchange~~registrant’s ~~Act).~~executive ~~Yes~~officers ~~[X]~~during Nothe ~~[ ]~~relevant recovery period pursuant to §240.10D- 1(b). ☐

AsIndicate ofby ~~June~~check ~~30,~~mark ~~2017,~~whether the ~~last business day of the~~ registrant’s ~~most~~is ~~recently~~a ~~completed~~shell ~~second~~company ~~fiscal~~(as ~~quarter,~~defined ~~the~~in ~~aggregate market~~Rule ~~value~~12b-2 of the ~~ordinary~~Act). ~~shares~~Yes ~~outstanding,~~☐ ~~other~~No than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares on June 30, 2017, as reported on the NASDAQ Capital Market, was approximately $218,902,000.☒

AsThe aggregate market value of ~~March~~the ~~23,~~ordinary ~~2018,~~shares ~~there~~held ~~were~~by ~~28,652,125 ordinary~~non-affiliates ~~shares,~~of nothe ~~par~~registrant ~~value,~~as of the last business day of the registrant’s ~~issued~~most ~~and~~recently ~~outstanding~~completed second fiscal quarter (based on the closing price on June 30, 2025, reported by the Nasdaq Capital Market) was $411.2 million.

As of December 31, 2025, the registrant had 100,787,173 ordinary shares, no par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant’s Definitive Proxy Statement for the 2026 Annual General Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

		PAGE
PART I	4
PART I
ITEM 1. BUSINESS	4
Item 1.	Business	5
ITEM 1A. RISK FACTORS	15
Item 1A.	Risk Factors	16
RISK FACTOR SUMMARY	15
Item 1B.	Unresolved Staff Comments	33
RISKS RELATING TO OUR BUSINESS AND OPERATIONS	15
Item 2.	Properties	33
FINANCIAL, REGULATORY, LEGAL AND COMPLIANCE RISKS	16
Item 3.	Legal Proceedings	33
RISKS RELATED TO OUR CAPITAL STRUCTURE	17
Item 4.	Mine Safety Disclosures	33
OTHER RISKS ASSOCIATED WITH OUR BUSINESS	17
PART II
ITEM 1B. UNRESOLVED STAFF COMMENTS	36
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
ITEM 1C. CYBERSECURITY	36
Item 6.	Selected Financial Data	35
ITEM 2. PROPERTIES	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
ITEM 3. LEGAL PROCEEDINGS	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	37
ITEM 4. MINE SAFETY DISCLOSURES	37
Item 8.	Financial Statements and Supplementary Data	38
PART II	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	38
Item 9A.	Controls and Procedures	38
ITEM 6. [RESERVED]	38
Item 9B.	Other Information	38
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
PART III
EXECUTIVE SUMMARY	39
Item 10.	Directors, Executive Officers and Corporate Governance	39
RESULTS OF OPERATIONS	39
Item 11.	Executive Compensation	42
LIQUIDITY AND CAPITAL RESOURCES	45
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42
CRITICAL ACCOUNTING ESTIMATES	49
Item 13.	Certain Relationships and Related Transactions, and Director Independence	44
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	51
Item 14.	Principal Accounting Fees and Services	45
RELATED PARTY TRANSACTIONS	51
PART IV
FORWARD-LOOKING STATEMENTS	51
Item 15.	Exhibits and Financial Statement Schedules	46
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	52
Item 16.	Form 10-K Summary	46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	54
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING	54
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING	54
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	57
CONSOLIDATED BALANCE SHEETS	58
CONSOLIDATED STATEMENTS OF OPERATIONS	59
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	60
CONSOLIDATED STATEMENTS SHAREHOLDERS’ EQUITY	61
CONSOLIDATED STATEMENTS OF CASH FLOWS	62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	63
1. DESCRIPTION OF BUSINESS	63
2. BASIS OF PRESENTATION	63
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	64
4. REVENUE	70
5. ACCOUNTS RECEIVABLE	71
6. SERVICE INVENTORIES	71
7. PROPERTY, PLANT, & EQUIPMENT	72
8. GOODWILL, INTANGIBLE, AND OTHER ASSETS	72
9. LEASING	74
10. DEBT	76
11. EMPLOYEE BENEFITS	78
12. INCOME TAXES	80
13. COMMITMENTS AND CONTINGENCIES	83

Unless otherwise stated in this Annual Report on Form 10-K, references to:

14. SHARE-BASED COMPENSATION	83
15. EQUITY	84
16. EARNINGS PER SHARE	85
17. FAIR VALUE ACCOUNTING	87
18. RELATED PARTY TRANSACTIONS	87
19. REPORTABLE SEGMENTS	87
20. SUBSEQUENT EVENTS	89
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	90
ITEM 9A. CONTROLS AND PROCEDURES	90
ITEM 9B. OTHER INFORMATION	90
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	90
PART III	91
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	91
ITEM 11. EXECUTIVE COMPENSATION	92
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	92
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	92
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	92
PART IV	93
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	93
ITEM 16. FORM 10-K SUMMARY	94
SIGNATURES	95
Exhibit 10.1
Exhibit 21
Exhibit 23.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 97.2

● “we,” “us,” “our,” the “Company,” “our company” or “NESR” are to National Energy Services Reunited Corp.; ● “Backstop Commitment” means the potential private placement pursuant to which the Company expects to enter into a Forward Purchase Agreement for up to $150 million with parties arranged by the Backstop Investor; ● “Backstop Investor” means party(ies) arranged by MEA Energy Advisory UK, LLP or its affiliates who are providing the Backstop Commitment; ● “Business Combination” means the acquisitions of all of the capital stock of NPS and GES by NESR pursuant to the Stock Purchase Agreements, Contribution Agreement and Shares Exchange Agreement; ● “GES” means Gulf Energy S.A.O.C.; ● “GES Investors” means 11 private equity investors that funded Sponsor’s acquisition of 11.7% of the outstanding shares of GES. ● “Hana Investments” means Hana Investments Co. WLL, an affiliate of Olayan International Ltd. ● “IPO” means the initial public offering of units of NESR, consummated on May 17, 2017 through the sale of 21,000,000 public units (and 1,921,700 units sold pursuant to the underwriters’ partial exercise of their over-allotment option) at $10.00 per unit; ● “IPO lead investors” means the holders of 6,000,000 NESR public shares who have agreed to waive their redemption rights with respect to any NESR public shares they hold in connection with the consummation of the Business Combination; ● “Founder Shares” refer to the 5,730,425 NESR ordinary shares currently held by the Sponsor, which were purchased prior to our IPO and held for and on behalf of certain officers and directors and initial investors; ● “NPS” means NPS Holdings Limited; ● “public shares” and “public warrants” refer to the 22,921,700 ordinary shares and the 22,921,700 warrants which were sold as part of the units in our IPO and references to “public shareholders” and “public warrant holders” refer to the holders of our public shares and public warrants, including our Sponsor and management team to the extent they purchased public shares or public warrants, provided that their status as “public shareholders” and “public warrant holders” shall exist only with respect to such public shares or public warrants; ● “private warrants” refer to the 12,618,680 warrants we sold privately to the Sponsor in connection with our IPO; ● “Proxy Statement” refers to Company’s preliminary proxy statement containing information about the Business Combination, as filed with the SEC on February 14, 2018; and ● “Sponsor” refers to NESR Holdings Ltd., a British Virgin Islands company.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “forecasts,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “seeks,” “targets,” “continue,” “could,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from our expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

● our ability to complete our initial business combination with NPS and GES or any other initial business combination; ● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; ● the ability to recognize the anticipated benefits of our initial business combination which may be affected by, among other things, the price of oil, natural gas, natural gas liquids, competition and the ability of the combined business to grow and manage growth profitably; ● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; ● our potential ability to obtain additional financing to complete our initial business combination; ● our pool of prospective target businesses; ● failure to maintain the listing on, or the delisting of our securities from, NASDAQ or an inability to have our securities listed on NASDAQ or another national securities exchange following our initial business combination; ● the ability of our officers and directors to generate a number of potential investment opportunities; ● our public securities’ potential liquidity and trading; ● changes in applicable laws and regulations; ● the possibility that NESR may be adversely affected by other economic and market conditions, political disturbances, was, terrorist acts, international currency fluctuations, business and/or competitive factors; ● the lack of a market for our securities; ● the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; and ● our financial performance.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods. For any risks associated with the Business Combination (as described below), see the Company’s preliminary proxy statement (the “Proxy Statement”) containing information about the Business Combination, as filed with the SEC on February 14, 2018.

PART I

~~Item~~ ITEM 1. ~~Business~~BUSINESS

~~Introduction~~National Energy Services Reunited Corp. (“NESR,” the “Company,” “we,” “our,” “us” or similar terms) is one of the largest oilfield services providers in the Middle East and North Africa (“MENA”) region. The Company’s business consists primarily of upstream and midstream oilfield services with oil and natural gas companies as customers. NESR’s revenues are primarily derived by providing production services (“Production Services”) such as hydraulic fracturing, coiled tubing, stimulation and pumping, cementing, nitrogen services, filtration services, pipelines and industrial services, production assurance, artificial lift services, completions and integrated production management. NESR also provides drilling and evaluation services (“Drilling and Evaluation Services”) such as rigs and integrated services, fishing and downhole tools, thru-tubing intervention, tubular running services, directional drilling, drilling and completion fluids, pressure control, well testing services, wireline logging services, and slickline services. NESR has significant operations throughout the MENA region including Saudi Arabia, Oman, Kuwait, United Arab Emirates (“UAE”), Iraq, Algeria, Egypt and Libya.

WeFormed ~~are~~in aJanuary ~~blank~~2017, ~~check~~NESR ~~company~~filed ~~formed~~a inregistration ~~the~~statement ~~British~~for ~~Virgin~~its ~~Islands~~initial onpublic ~~January~~offering ~~23,~~in May 2017. asIn aNovember ~~business~~2017, ~~company~~NESR ~~with~~announced ~~limited liability.~~the ~~This~~acquisition ~~means~~of ~~that~~two ~~our~~oilfield ~~shareholders~~services ~~have~~companies noin ~~additional~~the ~~liability~~MENA ~~for~~region. ~~our~~On ~~liabilities~~June ~~over~~6, ~~and~~2018, ~~above~~NESR ~~the~~acquired ~~amount~~all ~~paid~~of ~~for~~the ~~their~~issued ~~shares.~~and outstanding equity Weinterests ~~were~~of ~~formed~~NPS ~~for~~Holdings ~~the~~Limited ~~purpose~~(“NPS”) ofand ~~acquiring~~Gulf Energy S.A.O.C. (“GES”) (collectively, ~~engaging~~the in“NPS/GES Business aCombination”). ~~share~~On ~~exchange~~June 1, ~~share~~2020, ~~reconstruction~~ and ~~amalgamation~~May ~~with~~5, ~~purchasing all~~2021, orrespectively, ~~substantially~~NESR ~~all~~further ofexpanded ~~the~~its ~~assets~~footprint ~~of,~~within ~~entering~~the ~~into~~MENA ~~contractual~~region when ~~arrangements~~its ~~with,~~NPS orsubsidiary ~~engaging~~acquired inSahara ~~any~~Petroleum ~~other~~Services ~~similar~~Company ~~business combination,~~S.A.E. ~~with~~(“SAPESCO”) ~~one~~and orspecific ~~more~~oilfield ~~businesses~~service orlines of ~~entities.~~Action ToEnergy ~~date,~~Company ~~our~~W.L.L. ~~efforts~~(“Action”) ~~have~~(collectively ~~been~~with ~~limited~~the toNPS/GES ~~organizational~~Business ~~activities~~Combination, ~~activities~~the “Business Combinations”). ~~related~~On toJuly ~~our~~1, ~~IPO~~2022, ~~and~~NESR ~~activities~~acquired ~~related~~a tominority anstake ~~initial~~in ~~business~~W. ~~combination~~D. ~~Our~~Von ~~efforts~~Gonten toEngineering ~~identify~~LLC a(“WDVGE” ~~prospective~~or ~~target~~the ~~business~~“WDVGE Investment”) ~~have~~a ~~not~~premier ~~been~~Reservoir ~~limited~~Characterization toand aGeological ~~particular~~& ~~industry~~Geophysical or(“G&G”) ~~geographic~~laboratory ~~region,~~and ~~although~~consulting webusiness ~~have~~formed from ~~focused~~the ~~our~~merger ~~search~~of onW. ~~target~~D. ~~businesses~~ Von Gonten Laboratories LLC and ~~assets~~W. inD. ~~the~~Von ~~energy~~Gonten ~~services~~& ~~industry,~~Co. ~~with~~Petroleum anEngineering ~~emphasis~~Consulting. onSee ~~oil~~Note 8, Goodwill, Intangible, and ~~gas~~Other ~~services~~Assets, ~~globally~~to ~~(with~~the anconsolidated ~~initial~~financial ~~focus~~statements onincluded ~~North America,~~in ~~Europe~~Item 8, ~~Asia~~“Financial Statements and ~~Africa).~~Supplementary Data,” ~~Our~~of ~~management believes~~ this ~~area~~Annual ofReport ~~focus~~on ~~represents~~Form a10-K ~~favorable~~(“Annual ~~and~~Report”) ~~highly~~for ~~fragmented~~further ~~market opportunity~~discussion toof ~~consummate~~our anmost ~~initial~~recent ~~business combination~~investments.

We seek to capitalize on the 60 years of experience in the oil and gas business of the two executives leading the company: Sherif Foda and Tom Wood. Mr. Foda was an officer of Schlumberger Limited (NYSE: SLB) with over 24 years of experience in managing a variety of businesses and operations globally. He most recently managed a portfolio of $20 billion revenue each year and oversaw 30,000 employees at Schlumberger Limited. Mr. Wood was the Chief Executive Officer of Xtreme Drilling Corp. (TSX: XDC), a leading drilling, workover and coil tubing company, doing business in North America, the Middle East and Asia. Previously, Mr. Wood founded and ran more than six companies. Messrs. Foda and Wood have a wealth of knowledge, client relations, business acumen, and track records of mergers and acquisitions.4

WePrincipal intend to identify and acquire businesses that could benefit from the strong operations background of our management team, with the broad expertise they have in oilfield services globally. Since even fundamentally sound companies can often under-perform their potential due to a temporary period of dislocation in the markets in which they operate, inefficient capital allocation, over-levered capital structures, excessive cost structures, incomplete management teams and/or inappropriate business strategies, we believe that we will be able to locate an attractive target business to acquire. Our management team has extensive experience in identifying and executing acquisitions across the global energy market including the upstream and service sectors of the oil and gas services industry. In the past five years, our management team has been involved in over 20 mergers and acquisitions transactions valued at more than $2 billion. In addition, our team has significant hands-on experience working with private investors and international companies. In the event that we elect to pursue an investment outside of the oil and gas services industry, our management’s expertise related to that industry may not be directly applicable to its evaluation or operation, and the information contained herein regarding this industry might not be relevant to an understanding of the business or asset that we elect to acquire.Markets

WeThe ~~believe~~Company’s ~~that~~operations ~~our management team is well positioned to identify attractive risk-adjusted returns in the marketplace~~ and ~~that~~activities ~~their contacts~~are ~~and~~located ~~transaction~~within ~~sources,~~certain ~~ranging from industry executives~~geographies, ~~private~~primarily ~~owners, and investment bankers,~~ in ~~addition to~~ the ~~extensive~~ ~~global~~MENA ~~industry and geographical reach of management’s past experience, will enable us to pursue a broad range of opportunities~~region. Our management believes that its ability to identify and implement value creation initiatives will remain central to its differentiated acquisition strategy. However, there is no assurance that we will complete an initial business combination nor is there any guarantee that such initial business combination will be successful. The ~~members~~revenue ofearned ~~our management team are not~~by ~~required~~geographic to devote any significant amount of time to our business and are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their respective rolesarea, orbased inon ~~any~~drilling ~~other role~~location, ~~after~~was ~~our initial~~as ~~business~~follows ~~combination,~~for ~~and~~the ~~their~~periods ~~expertise~~presented ~~may~~(in ~~only~~US$ ~~be of benefit to us until our initial business combination is completed, if at all.~~thousands):

Our management team’s objective is to generate attractive returns and create value for our stockholders by applying a disciplined strategy of effecting changes in a target business after making an acquisition to unlock value. We favor companies with certain elements of downside protection, for example, companies with multiple year contracts, proven infrastructure, good governance and credibility in the market place in which they operate.

	Year ended
	December 31, 2025		December 31, 2024		December 31, 2023
Geographic Area:
Domestic (BVI)	$	-	$	-	$	-
MENA		1,315,939		1,282,923		1,132,321
Rest of World		8,108		18,781		13,594
Total revenue	$	1,324,047	$	1,301,704	$	1,145,915

WePrincipal ~~have~~Activities until May 17, 2019 to consummate our initial business combination. If we are unable to consummate the Business Combination or an alternative initial business combination by May 17, 2019, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.

Production Services. Our Production Services segment includes the results of operations from services that are generally offered and performed during the completion and production stages of a well’s lifecycle. These services include, but are not limited to, the following:

	●	Hydraulic Fracturing – Hydraulic fracturing services are performed to enhance production of oil and natural gas from formations with low permeability and restricted flow of hydrocarbons. The process of hydraulic fracturing involves pumping a viscous, pressurized fracturing fluid, typically a mixture of water, chemicals and proppant, into a well casing or tubing and through perforations in order to fracture underground mineral formations. These fractures release trapped hydrocarbon particles and free a channel for the oil or natural gas to flow to the wellbore for extraction. Fracturing fluid mixtures include proppant that becomes lodged in the cracks created by the hydraulic fracturing process, “propping” them open to facilitate the flow of hydrocarbons upward through the well. Our hydraulic fracturing operations employ real-time monitoring of surface equipment and downhole pressure, to effectuate predictive maintenance and evaluate the efficacy of the fluid treatment.

	●	Coiled Tubing – We provide various coiled tubing services ranging from nitrogen lifting, fishing, milling, clean-out, scale removal and other complex well applications. We employ design software to predict the performance of coiled tubing string and fluid behavior. The work history and integrity of each coiled tubing work string is constantly monitored in real-time to allow our engineers to continually evaluate developments in coiled tubing applications. Our coiled tubing units are suitable for both onshore and offshore.

	●	Stimulation and Pumping – We employ stimulation and pumping services in our operations. We currently offer acidization of wells, cleaning jobs, the release of stuck drill pipe and tubing, well pressure testing and inhibition jobs on gas wells.

	●	Cementing – We have over 25 years of experience in primary and remedial cementing services across the MENA region. Our cementing solutions include cementing equipment with complete automated density control capabilities, large volume batch mixers allowing larger volume of slurries to be mixed and pumped at homogeneous density and customized cement systems for specific applications such as gas migration, ultra-light weight, flexible cement, HTHP (high-temperature/high-pressure) and self-healing cement. We also have an extensive database of knowledge and experience, in addition to laboratory and research support of field activity.

	●	Nitrogen Services – We offer a complete nitrogen service package through our nitrogen fleets. Our equipment incorporates a combination of low, intermediate, and high-rate pumping units. Our operational capabilities range from stand-alone nitrogen services such as freeing stuck drill pipe and unloading or cleaning out wellbores, to integrating with other service lines such as coiled tubing, stimulation and cementing, with the essential gaseous components necessary for various applications.

	●	Filtration Services – We provide filtration services through our two-stage, skid mounted, easy to handle filtration vessels. The primary and secondary filtration stages are usually carried out together. We have filtered thousands of barrels of drilling fluid on rig sites to mitigate wellbore damage as well as to support UBD (Under Balanced Drilling) operations. We also provide fluid storage tanks and pumping units as necessary.

	●	Pipelines and Industrial Services – We provide pipeline services to plants and refineries including water filling and hydro testing, nitrogen purging, de-gassing and pressure testing, as well as cutting/welding and pipe cooling/vessels systems. Our equipment and resources include an existing fleet of inert gas pump units, pig launchers and receivers, intelligent pigs, high-rate pumping units at high and low pressure, and pipeline inspection services.

~~On November~~● ~~12,~~Production ~~2017,~~Assurance we– ~~entered~~Our ~~into~~fleet ~~two~~of ~~stock~~water ~~purchase~~well ~~agreements,~~drilling ~~namely~~rigs ~~the~~and ~~Stock~~portfolio ~~Purchase~~of ~~Agreement~~conventional water treatment technologies (~~“NPS~~chemicals ~~Stock~~and ~~Purchase Agreement”~~filtration) ~~for~~allow ~~shares~~us ofto ~~NPS~~serve ~~Holdings~~the ~~Limited~~full ~~(“NPS”)~~water ~~and~~cycle. This includes the ~~Agreement~~sourcing and treatment of water for ~~the~~oil ~~Sale~~and natural gas, municipal and ~~Purchase~~industrial use and the injection disposal of ~~Shares in~~water ~~Gulf~~into ~~Energy~~selected Sreservoirs.~~A.O.C.~~ ~~(“GES~~We ~~Stock~~also ~~Purchase~~provide ~~Agreement”~~a ~~and,~~portfolio ~~together~~of ~~with~~production ~~the~~assurance ~~NPS~~chemicals ~~Stock~~to ~~Purchase~~assist ~~Agreement,~~hydrocarbon ~~the~~production ~~“Stock Purchase~~from ~~Agreements”),~~specific ~~along~~reservoirs to enhance hydrocarbon productivity. This is achieved by collaborating with ~~related~~select ~~contracts,~~chemical ~~all~~companies ofand ~~which~~academic ~~collectively~~institutes ~~provide~~on fit-for:-purpose ~~(i)~~solutions, leveraging our ~~acquisition~~established ofin-house ~~all~~technical team of ~~the~~ ~~outstanding~~engineers ~~issued~~and ~~shares~~laboratory ~~and~~capabilities. ~~other~~● ~~equity~~Artificial ~~interests~~Lift inServices ~~NPS~~– We provide vertical, deviated and ~~(ii)~~horizontal ~~our~~rod ~~acquisition~~pumping systems, ~~directly~~analysis and ~~through~~optimization ~~our~~recommendations ~~wholly~~for ~~owned subsidiary~~fluid level and dynamometer testing, ~~National~~artificial ~~Energy~~lift ~~Services~~optimization ~~Reunited~~and ~~Corporation~~data interpretation, along-term ~~Texas~~monitoring ~~corporation~~and optimization, ofand ~~all~~associated offield ~~the~~services. ~~issued~~We ~~and~~also ~~outstanding~~provide ~~shares~~gas ~~of capital~~lift ~~stock~~systems inand ~~Gulf~~downhole ~~Energy~~monitoring Ssystems.~~A.O.C.~~ ~~(“GES”).~~We ~~These~~maintain ~~two~~a ~~proposed~~downhole ~~acquisitions~~pump workshop that is equipped with up-to-date equipment and ~~related~~tools, ~~transactions~~including ~~collectively shall~~pump betesters, ~~referenced~~barrel ~~hereafter~~honing asand ~~the~~API ~~“Business~~beam ~~Combination~~pump gauges.” ~~Consummation~~● ofCompletions ~~the~~– ~~Business~~We ~~Combination~~provide issurface ~~subject~~and ~~to customary~~subsurface ~~conditions~~safety ofsystems, ~~the~~high-pressure ~~respective~~packer ~~parties~~systems, ~~including~~flow ~~the~~controls, ~~approval~~service oftools, ~~the~~expandable ~~Business~~liner ~~Combination~~technology, byVIT ~~our~~(Vacuum ~~shareholders~~Insulated inTubing) ~~accordance with~~technology ~~our~~for ~~amended~~steam applications, and ~~restated~~engineering ~~memorandum~~capabilities with manufacturing and ~~articles~~testing ofcapacity. ~~association~~We ~~and~~focus ~~the~~on ~~completion~~in-country ofvalue by taking a ~~redemption~~locally-driven ~~offer~~systems ~~whereby~~approach weto ~~will be~~well ~~providing~~completions ~~our~~for ~~public~~maximum ~~shareholders~~recovery ~~with~~in addition to intelligent completion architectures. ● Integrated Production Management – These projects are focused on developing and managing production on behalf of the ~~opportunity~~Company’s tocustomers ~~redeem~~under ~~their~~long-term ~~ordinary~~agreements. ~~shares~~The ~~for~~Company invests its own services and products, and in some cases cash, ~~equal~~into tothe ~~their~~field ~~pro~~development ~~rata~~activities ~~share~~ and operations. Although in certain arrangements the Company is paid for a portion of the ~~aggregate~~services ~~amount~~or onproducts ~~deposit~~it inprovides, ~~our~~generally ~~trust~~the ~~account~~Company ~~(net~~is not paid at the time of ~~taxes~~providing ~~payable)~~its services or upon delivery of its products. Instead, the Company is compensated based upon cash flow generated.

~~The~~NESR ~~Stock~~Environmental ~~Purchase~~and ~~Agreements~~Decarbonization ~~and~~Applications ~~related~~(“NEDA”). ~~agreements~~The ~~are~~Company ~~further~~launched ~~described~~its inNEDA service line, part of the ~~Form~~Production ~~8-K~~Services ~~filed~~segment, byin 2024, a reorganization of the ~~Company~~prior onESG ~~November~~IMPACT ~~16,~~service ~~2017~~line that was first introduced in 2021. NEDA is comprised of a portfolio of technology partnerships, ~~For~~early-stage ~~additional~~equity ~~information~~investments, ~~regarding~~and ~~NPS~~in-house research and ~~GES~~development encompassing key focus areas such as water recovery and mineral extraction, ~~the~~gas ~~Stock~~emissions ~~Purchase~~monitoring, ~~Agreements~~flare abatement and gas reuse, and energy capture solutions. The aim of the ~~Business~~segment ~~Combination~~is to help the upstream value chain decarbonization operations and improve water stewardship, ~~see~~primarily by streamlining the ~~Proxy~~piloting ~~Statement~~and commercialization of technologies both native to the oil and gas industry and also adapted from other industries.

~~Other than~~In as2025, ~~specifically~~NEDA ~~discussed~~continued to build out its circular water and mineral extraction portfolio, ~~this~~having ~~report~~successfully ~~does~~completed a ~~not~~first-in-country ~~assume~~Direct ~~that~~Lithium ~~the~~Extraction ~~closing~~pilot ofcampaign ~~the~~with ~~Business~~a ~~Combination~~key ~~will~~Middle ~~occur~~East customer. The NEDA team also piloted its real-time emissions monitoring solution with a large national oil company in the region.

~~Significant~~As ~~Activities~~the ~~Since~~frontier ~~Inception~~opportunities within NEDA are novel to the oil and gas industry, many of the technologies and applications are still in early development and are dependent on regulation and other sustainability-related drivers for future commercial viability. NESR’s strategy is to take a low-risk, capital-light approach to its NEDA investments and development projects, with the aim of proving technologies that have significant growth potential over the long-term.

Since inception, all activity of the Company has related to the Company’s formation, its IPO, which is described below, and identifying a target company for an initial business combination.

The registration statement for the Company’s IPO was declared effective on May 11, 2017. On May 17, 2017, the Company consummated its IPO, issuing 21,000,000 units and generating gross proceeds of $210,000,000. Each unit consisted of one ordinary share and one warrant to purchase one-half of one ordinary share at an exercise price of $5.75 per half share ($11.50 per whole share).

Simultaneously with the closing of the IPO, the Company consummated the sale of 11,850,000 private warrants at a price of $0.50 per warrant in a private placement to the Company’s Sponsor, NESR Holdings Ltd., generating gross proceeds of $5,925,000.

Following the closing of the IPO on May 17, 2017, an amount of $210,000,000 ($10.00 per unit) from the net proceeds of the sale of the units in the IPO and the private warrants was placed in a trust account. Funds in the trust account must be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of an initial business combination or (ii) the distribution of the trust account, as described below.

On May 30, 2017, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 1,921,700 units at a price of $10.00 per unit and the sale of an additional 768,680 private warrants at a price of $0.50 per warrant, generating total gross proceeds of $19,601,340. Following the closing, an additional $19,217,000 of net proceeds ($10.00 per unit) was placed in the trust account, resulting in a total of $229,217,000 ($10.00 per unit) being held in the trust account.

Transaction costs related to the IPO amounted to $13,761,498, consisting of $4,014,340 of underwriting fees, $9,032,265 ($7,025,095 in cash and 200,717 ordinary shares) of deferred underwriting fees and $714,893 of IPO costs. As of December 31, 2017, $741,096 of cash was held outside of the trust account and was available for working capital purposes.

Our units began trading on May 12, 2017 on the NASDAQ Capital Market under the symbol “NESRU.” Commencing on June 5, 2017, the units ceased trading and separated into their component securities, which ordinary shares and public warrants began separately trading on the NASDAQ Capital Market under the symbols “NESR” and “NESRW,” respectively.

Stock Purchase Agreements

As discussed above, on November 12, 2017, we entered into the Stock Purchase Agreements and related agreements, pursuant to which, among other things and subject to the terms and conditions contained therein, the Company will acquire NPS and GES.

Pursuant to the NPS Stock Purchase Agreement, NESR will acquire 100% of the equity interests of NPS from its selling stockholders and Hana Investments Co. WLL (“Hana Investments”). Hana Investments purchased, in cash, an aggregate of 83,660,878 NPS shares on January 14, 2018, and has agreed to exchange such NPS shares for NESR ordinary shares in connection with the Business Combination. As consideration for the acquisition of NPS, we agreed to: (i) issue an aggregate of 25,077,276 of our ordinary shares, which includes 11,318,827 ordinary shares at a value of $10.00 per share to the NPS selling stockholders and 13,340,448 shares to Hana Investments at a value of $11.244 per share, plus interest of up to $4.7 million payable in cash or ordinary shares to Hana Investments at the value of $11.244 per share or 418,001 ordinary shares, plus (ii) issue up to an additional 3,343,408 ordinary shares that may be issued pursuant to certain equity earn-outs, (iii) pay total cash of $292.8 million, (iv) potentially pay an additional $7,572,444 pursuant to a cash earn-out and (v) additional interest factor fees (“Ticker Fee”) that accrue to NPS selling stockholders from January 1, 2018, until the consideration is paid under the NPS Stock Purchase Agreement, upon the closing of the Business Combination.

~~NESR~~The ~~will~~results ~~acquire GES by acquiring 61%~~ of ~~the~~NEDA ~~GES~~were ~~capital~~not ~~stock~~material ~~from certain GES selling stockholders directly pursuant~~ to ~~the GES Stock Purchase Agreement, 11.7% of the GES capital stock pursuant to a Shares Exchange Agreement with~~ our ~~Sponsor,~~Consolidated ~~which~~Statements ~~acquired such GES stock through certain loan agreements (“Loan Contracts”) with 11 separate investors (“GES Investors”), and 27.3%~~ of ~~the~~Operations ~~GES stock pursuant to a Contribution Agreement with SV3 Holdings Pte Ltd, which acquired such GES shares in October 2017 independently of NESR. As consideration~~ for the ~~purchase~~years ofended ~~the~~December ~~aforementioned~~31, ~~GES capital stock~~2025, weDecember ~~agreed to issue an aggregate of 28~~31,~~234,848~~ ~~(plus approximately $1.25 million for interest accrued on loans pending closing) of our ordinary shares at a value~~2024, ofor ~~$10.00~~December ~~per~~31, ~~share~~2023.

InDrilling ~~connection~~and ~~with~~Evaluation ~~the~~Services. ~~Business~~Our ~~Combination,~~Drilling ~~the~~and ~~Company~~Evaluation ~~expects~~Services tosegment ~~enter~~includes ~~into a forward purchase agreement for up to $150 million (~~the ~~“Backstop~~results ~~Commitment”)~~of ~~with~~operations ~~parties~~from ~~arranged~~services bythat ~~MEA Energy Advisory UK, LLP or its affiliates (“Backstop~~are ~~Investor”),~~generally ~~pursuant~~offered ~~to which the Company will draw down a minimum of $70 million at $10.00 per share,~~ and ~~will~~performed ~~have~~during the ~~option~~ towell ~~draw~~construction upstage ~~to an additional $80 million at $11.244 per share, as needed. The funds will be used to replace capital removed to pay shareholder redemptions, to help fund the cash portion~~ of ~~the~~a ~~consideration~~well’s tolifecycle ~~the NPS selling stockholders~~ and ~~transaction expenses~~related inmainly ~~the~~to ~~Business Combination, or other corporate purposes, such that~~ the ~~Company meets its minimum cash requirements immediately~~operation ~~following~~of ~~the~~drilling ~~Business Combination~~rigs. ~~The~~These ~~Backstop~~services ~~Investor~~include, ~~will~~but ~~have no obligation to purchase any NESR ordinary shares until definitive agreements~~ are ~~entered~~not ~~into.~~limited ~~NESR expects the definitive terms of the forward purchase agreement~~ to ~~be negotiated and agreed to before the Proxy Statement becomes definitive and is mailed to NESR shareholders. Additionally~~, the ~~Backstop Commitment will be conditioned on the concurrent closing of the Business Combination and other customary closing conditions.~~following:

~~For additional~~● ~~information~~Rigs ~~regarding~~and Integrated Services – Our fleet of rigs range from 200 horsepower (HP) to 1,500 HP and offer drilling capabilities for all types of wells with depths up to 4,000 meters. Our fleet includes 750 HP truck-mounted, agile rigs, which are ideal for both light and heavy work over campaigns as these rigs are equipped with complete mud systems that can handle normal drilling activities. In addition, we provide a “one-stop solution” that encompasses integrated drilling services, including the ~~Business~~provision ~~Combination~~of the rig to wellbore construction and well testing. ● Fishing and Downhole – We provide highly innovative and reliable drilling tools and machine shop services for conventional and unconventional drilling applications. Our manufacturing capabilities include manufacturing flanges, ~~please~~subs, ~~see~~pup joints, pony drill collars and all types of crossovers. We also have the ~~Proxy~~provision ~~Statement~~of threading and repair services for the oil and natural gas industry including the re-cutting of tubing and casing, repair of drilling and production tubulars and well heads. ● Thru-Tubing Intervention – We provide comprehensive oilfield solutions for all thru-tubing intervention requirements, from milling to fishing and thru-tubing well intervention. ● Tubular Running Services – We provide traditional Tubular Running Services operated by highly trained personnel focused on safety, quality, efficiency and well integrity. Our Casing Running Tool service enables simultaneous connection make-up, break-out, circulation and rotation, increasing the probability of successful, first-attempt casing string placement, while mitigating safety and service quality risk. ● Directional Drilling – Our directional drilling services provide a suite of solutions from conventional to unconventional drilling applications, including directional drilling, measurement while drilling, logging while drilling, drilling optimization, drilling engineering, borehole surveying, and surface mud logging. Directional Drilling includes our growing Roya™ family of advanced drilling technologies, discussed below.

~~Business Strategy~~● Drilling and Completion Fluids – We provide drilling fluid systems and related technologies for a number of projects, including development drilling, exploration drilling and high-pressure/high-temperature drilling, in accordance with international standards and regulations for both onshore and offshore projects. ● Pressure Control – With a full range of wellhead products, flow control equipment and stimulation pressure control equipment, we can provide safe and efficient drilling, completion, and production activities. Our capabilities include pre-engineered products, in addition to fit-for-purpose fully customized designs, encompassing a wide variety of applications. ● Well Testing Services – Our well testing services are used to measure solids, gas, oil and water produced from a well. We offer integrated well testing services across the exploration, appraisal and development phases of oil and gas wells. Our aim is to provide newer, faster and more precise testing results through ongoing innovation and superior service quality, and our services include surface well testing onshore and offshore, flow back packages, sand management, burner boom stack for gas flaring, smokeless burner, multi-phase flow meters (MPFM), zero-flaring packages, and water treatment and filtration. ● Wireline Logging Services – Our fleet of logging trucks, offshore units, logging tools and pressure control equipment provides a wide variety of cased-hole logging services to our clients, including production and injection performance evaluation, stimulation performance evaluation, water shutoff determination, tubing and multiple casing integrity, acoustic leak detection, perforation, pipe recovery, cased hole formation evaluation, and interval isolation and borehole seal. ● Slickline Services – Our slickline services cover a range of applications including descaling, wax and sand cleanout, plug setting, gas lift valve changeout, fishing and other complex well applications.

Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company in the energy services industry that complements the experience of our management team and can benefit from their operational expertise. Our acquisition strategy will leverage our team’s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the energy services industry could effect a positive transformation or augmentation of existing businesses or properties to improve their overall value proposition.

Acquisition Criteria

Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We have been focusing our efforts on seeking and completing an initial business combination with a target entity that has an enterprise value of between $600 million and $1.25 billion, although a target entity with a smaller or larger enterprise value may be considered. We have used these criteria and guidelines in evaluating acquisition opportunities, including NPS and GES, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire companies that we believe:

● can utilize the extensive networks and insights we have built in the energy services industry; ● are at an inflection point, such as requiring additional management expertise, are able to innovate through new operational techniques, or that we believe we can drive improved financial performance; ● are fundamentally sound companies that are underperforming their potential as a result of the current low price of oil and corresponding services; ● exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace; ● need new technology ideas and/or tools to reveal the full potential of the companies; and ● can enlarge its base of services and expand its geographical footprint from the current serving platform.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document review, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience. We will seek opinions from its clients and the industry for the credibility and reputation of the target companies. For information regarding the due diligence review undertaken with respect to NPS and GES, see the Proxy Statement.

~~Initial~~Directional ~~Business~~Drilling ~~Combination~~and Roya™ Technology Portfolio. Technology enhancement and expansion within the Drilling and Evaluation Services segment continues to be a strategic focus for the Company. Since 2021, the Company has entered into several strategic Drilling and Evaluation Services partnerships with other technology providers to bring enhanced technologies to its customers. Key partnerships include PHX Energy Services Corp., to bring leading directional drilling capabilities from North America to the MENA region; Beyond Energy Services & Technology Corp., to offer managed pressure drilling services; and Kinetic Pressure Control Limited, to develop its Kinetic Blowout Stopper (“KBOS”) technology in the MENA region and through which the commercial fleet of KBOS units expanded further in 2025.

WeIn ~~will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares~~2025, ~~regardless of whether they vote for or against~~ the ~~proposed~~Company ~~business~~continued ~~combination, into their pro rata share of~~ the ~~aggregate~~technical ~~amount~~and ~~then~~commercial onbuildout ~~deposit in the trust account (net~~ of ~~taxes~~its ~~payable),~~Roya™ oradvanced ~~(2)~~directional ~~provide~~drilling ~~our shareholders~~technology ~~with~~platform ~~the opportunity~~ to ~~sell~~penetrate ~~their shares to us by means of a tender offer (and thereby avoid~~ the ~~need~~high-end ~~for~~directional adrilling ~~shareholder~~market ~~vote) for~~beyond ~~an amount equal to their pro rata share of~~ the ~~aggregate~~Company’s ~~amount~~existing ~~then~~Drilling onand ~~deposit~~Evaluation ~~in the trust account (net of taxes payable),~~Services ~~in each case subject to the limitations described herein~~offerings. The ~~decision~~Roya™ asadvanced todrilling ~~whether~~platform weis ~~will~~comprised ~~seek shareholder approval~~ of aNESR’s ~~proposed business~~RoyaStream™ ~~combination or conduct a tender offer will be made by us~~measurement-while-drilling tool, ~~solely~~its inRoyaSeek™ ~~our~~logging-while-drilling ~~discretion~~tool, and ~~will~~its beRoyaSteer™ ~~based~~rotary-steerable onsystem. aThrough ~~variety~~2025, ~~of factors such as~~ the ~~timing~~Company ofexecuted ~~the~~successful ~~transaction~~drilling ~~and~~campaigns ~~whether~~with ~~the~~various ~~terms~~combinations of ~~the~~its ~~transaction~~Roya™ ~~would~~solutions ~~require us to seek shareholder approval~~across ~~under~~ the ~~law~~Middle orEast. ~~stock~~Previously, ~~exchange~~NESR ~~listing~~had ~~requirement~~secured ormulti-year ~~whether~~directional wedrilling ~~would~~“platform” becontracts ~~deemed~~for tothis betechnology ain ~~foreign private issuer (which would~~Kuwait, ~~require~~Oman ~~that~~and weSaudi ~~conduct~~Arabia, aand ~~tender~~ongoing ~~offer~~techno-commercial ~~under~~development ~~SEC~~involves ~~rules~~the ~~rather~~iterative ~~than~~improvement ~~seeking~~of ~~shareholder~~Roya™ ~~approval).~~for ~~Asset~~selective ~~acquisitions and stock~~directional ~~purchases~~drilling ~~would~~applications ~~not~~within ~~typically~~these ~~require~~countries. ~~shareholder~~While ~~approval~~Roya™ ~~while~~represents ~~direct~~a ~~mergers~~significant, ~~with~~strategic ~~our~~growth ~~company~~opportunity ~~where~~for wethe ~~do not survive and any~~Company ~~transactions~~in ~~where~~the wecoming ~~issue~~years, ~~more~~management ~~than~~expects ~~20.0% of our outstanding ordinary shares (unless we are deemed~~ to bedeploy athis ~~foreign~~technology ~~private~~deliberately ~~issuer at such time) or seek~~ to ~~amend~~ensure ~~our~~reliability ~~memorandum~~ and ~~articles~~commercial ~~of association would require shareholder approval~~success.

If we conduct a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. If we seek shareholder approval, we will only consummate our initial business combination if a majority of the outstanding ordinary shares voted at the meeting at which such approval is sought are voted in favor of the business combination.Customers

WeNESR’s ~~will~~primary ~~have~~customers ~~until~~are ~~May~~national 17oil companies, ~~2019~~large tointegrated ~~consummate~~oil ~~our~~companies, ~~initial~~and ~~business~~independent ~~combination~~operators. IfRevenues wefrom ~~are~~four ~~unable to consummate our initial business~~customers ~~combination~~individually ~~within~~accounted ~~such~~for ~~time period~~49%, ~~we will distribute the aggregate amount then on deposit in the trust account~~9%, ~~including~~8% ~~interest earned~~and ~~(net~~7% of ~~taxes payable), pro rata to our public shareholders by way of~~ the ~~redemption~~Company’s ofconsolidated ~~their~~revenues ~~shares~~in ~~and will cease all operations except for~~ the ~~purposes~~year ofended ~~winding~~December ~~up of our affairs~~31, ~~as further described herein. In such event~~2025, ~~our warrants will~~54%, ~~expire~~9%, ~~worthless.~~7% ~~Based~~and on4% ~~funds~~of in the ~~trust~~Company’s ~~account~~consolidated ofrevenues ~~$230,554,024~~in asthe ofyear ended December 31, ~~2017~~2024, ~~the~~and ~~estimated~~44%, ~~per~~8%, ~~share~~7% ~~redemption price~~and ~~would~~5% ~~have~~of ~~been approximately $10.06 per ordinary share purchased in~~ the ~~IPO. However, we may not be able to distribute~~Company’s ~~such~~consolidated ~~amounts~~revenues asin ~~a result of claims of creditors which may take priority over~~ the ~~claims~~year ofended ~~our~~December ~~public~~31, ~~shareholders~~2023.

~~Pursuant~~Marketing to NASDAQ listing rules, our initial business combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for such business combination, although this may entail simultaneous acquisitions of several target businesses. The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). The target business or businesses that we acquire may have a collective fair market value substantially in excess of 80% of the trust account balance.Channels

We ~~currently~~sell ~~anticipate structuring~~ our ~~initial~~products ~~business~~and ~~combination~~services tothrough ~~acquire~~both ~~100%~~direct ofand ~~the~~indirect ~~equity~~channels. ~~interests~~Our orprimary ~~assets~~sales ofchannel ~~the~~is ~~target business~~our ordirect ~~businesses.~~sales ~~We may~~force, ~~however,~~which operates ~~structure our initial business combination where we merge directly~~ with ~~the~~a ~~target~~strong business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the postcountry-~~transaction parent~~level ~~company~~focus ~~owns~~and ormaintains ~~acquires~~close ~~50%~~relationships orwith ~~more~~customers ofthrough ~~the~~locally ~~outstanding~~based ~~voting~~teams. ~~securities~~This ~~of the target or otherwise acquires a controlling~~structure ~~interest~~enables inus ~~the target sufficient for it not~~ to berespond ~~required~~quickly to ~~register~~customer ~~as an investment company under the Investment Company Act of 1940~~needs, astailor ~~amended,~~solutions ~~or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior~~ to ~~the~~local ~~business~~market ~~combination may collectively own a minority interest in the post-transaction company~~conditions, ~~depending on valuations ascribed to the target~~ and usbuild in the business combination transaction. For example, we could pursue a transaction in which we or a newly formed public holding company issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of the outstanding shares of the public parent company subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the postlong-~~transaction~~term ~~company,~~strategic ~~the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of trust account balance test~~partnerships.

~~Competitive Strengths~~Competition

We ~~believe~~operate in highly competitive markets across the MENA region, where our competitors include both large multinational corporations and smaller local service providers. Our revenues and earnings are influenced by various factors, including competitive ~~strengths~~dynamics, tofluctuations in bedrilling ~~the~~and ~~following:~~completion activity, changes in customer spending patterns, expectations of future oil and natural gas prices, government regulations, weather-related disruptions, and general economic conditions.

~~Status as a public company.~~ We believe ~~our~~that ~~structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to~~ the ~~traditional~~principal ~~initial~~factors ~~public~~affecting ~~offering~~competition ~~through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock~~ in ~~the target business for shares of~~ our ~~stock~~industry orinclude ~~for~~price, aoperational ~~combination of shares of our stock and cash~~performance, ~~allowing~~product ~~us to tailor the consideration to the specific needs of the sellers. We believe target businesses might find this method a more certain~~ and ~~cost~~service ~~effective~~quality, ~~method~~safety torecord, ~~becoming a public company than the typical initial public offering. In a typical initial public offering~~responsiveness, ~~there~~ ~~are~~technological ~~additional expenses incurred in marketing~~capability, ~~roadshow~~ and ~~public~~the ~~reporting~~breadth ~~efforts~~of ~~that~~available ~~will~~products ~~likely~~and ~~be reduced in connection with a business combination with us~~services. ~~Furthermore,~~NESR ~~once~~seeks ~~the business combination is consummated, the target business will have effectively become public, whereas an initial public offering is always subject~~ to ~~the underwriters’ ability to complete~~differentiate ~~the~~itself ~~offering,~~through assuperior ~~well as general market conditions~~execution, ~~which could prevent the offering from occurring. Once public~~reliability, ~~we believe the target business would then have greater access to capital~~ and ~~an additional means of providing management incentives consistent with shareholders’ interests than it would have as~~ a ~~privately-held~~commitment ~~company.~~to ~~Being~~safety ~~public can offer further benefits by augmenting a company’s profile among potential new customers~~ and ~~vendors~~innovation ~~and~~across ~~aid~~all inoperating ~~attracting talented employees~~segments.

While we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or with a private company.Seasonality

~~Financial~~Seasonal ~~position. With~~changes ~~funds held~~ in ~~trust~~weather ~~available~~and ~~for~~significant ~~our~~weather ~~initial~~events ~~business~~affect ~~combination in~~ the ~~amount~~demand ofand ~~$230,554,024 as~~price of ~~December~~oil ~~31,~~and ~~2017,~~therefore ~~we offer a target business a variety of options such as providing~~ the ~~owners~~demand ~~of a target business with shares in a public company and a public means to sell such shares, providing cash~~ for ~~stock,~~our ~~and~~services. ~~providing~~These ~~capital~~seasonal ~~for the potential growth~~ and ~~expansion~~weather-related offactors ~~its~~may ~~operations~~result orin ~~strengthening~~fluctuations ~~its balance sheet by reducing its debt ratio. Because we are able to consummate~~in our ~~initial~~revenue ~~business~~and ~~combination~~operating ~~using~~results ~~our~~from ~~cash,~~quarter ~~debt~~to orquarter. ~~equity securities~~Additionally, customer orspending apatterns ~~combination~~in of the ~~foregoing,~~oilfield weservices ~~have~~industry ~~the~~often ~~flexibility to~~lead ~~use the most efficient combination that will allow us~~ to ~~tailor~~higher ~~the~~levels ~~consideration~~of toactivity bein ~~paid to~~ the ~~target~~fourth ~~business~~quarter toof ~~fit its~~each ~~needs and desires. If needed~~year, as weclients ~~may~~seek ~~take steps~~ to ~~secure~~fully ~~additional~~utilize ~~third~~their ~~party~~annual ~~financing~~budgets tobefore ~~fund our initial business combination~~year-end. ~~See “The Stock Purchase Agreements” above for a description of the proposed financing agreements that may be entered into in connection with the proposed Business Combination.~~

~~Management~~Human Operating and Investing Experience. Over the course of their careers, the members of our management team have developed a broad international network of contacts and corporate relationships which we believe will serve as a useful source of investment opportunities. We will seek to capitalize on the global network and investing and operating experience of our management team to identify, acquire and operate one or more businesses or assets in the energy sector, although we may pursue a business combination outside of such industry.Capital

WeAs ~~believe~~of ~~our~~December ~~management~~31, ~~team~~2025, ~~has~~2024, ~~the~~and ~~skills~~2023, ~~and~~we ~~experience~~employed to7,352, ~~identify~~6,554, ~~evaluate~~ and ~~consummate~~6,231 aemployees ~~business combination~~ and isindependent ~~positioned to~~contractors, ~~assist~~respectively, ~~businesses~~of weover 60 ~~acquire~~different nationalities. ~~However,~~Our ~~there~~employees isare noat ~~assurance~~the ~~that~~forefront weof ~~will~~NESR’s ~~complete~~strategy. anWe ~~initial~~believe ~~business~~that ~~combination~~our ~~nor~~long-term issuccess ~~there~~depends ~~any~~on ~~guarantee~~our ~~that~~ability ~~such~~to anattract, ~~initial~~retain, ~~business~~and ~~combination~~motivate ~~will~~highly bequalified ~~successful~~and committed professionals. ~~The~~NESR ~~members~~places ofstrong ~~our~~emphasis ~~management~~on ~~team~~cultivating a ~~are~~motivated ~~not~~and ~~required to~~skilled ~~devote~~workforce ~~any~~by ~~significant~~identifying ~~amount~~and ofdeveloping ~~time~~key tocapabilities and aligning them with our business ~~and~~needs. ~~are~~We ~~concurrently~~invest heavily ~~involved~~in ~~with~~training ~~other~~and ~~businesses.~~professional ~~There~~development isthrough noa ~~guarantee that~~mix ~~our~~of ~~current~~on-the-job ~~officers~~learning, online programs, and ~~directors~~classroom ~~will~~instruction. ~~continue~~Our structured incareer ~~their~~development ~~respective~~framework ~~roles,~~defines orthe incore ~~any~~competencies ~~other~~and ~~role~~skills required for advancement, ~~after~~enabling ~~our~~employees ~~initial~~to ~~business~~progress ~~combination,~~in both seniority and ~~their~~responsibility. ~~expertise~~By ~~may~~fostering ~~only~~a beculture of ~~benefit~~continuous tolearning usand ~~until~~growth, NESR ensures that our ~~initial~~people ~~business~~remain ~~combination~~empowered to isdeliver ~~completed,~~operational ifexcellence atand ~~all~~sustain our competitive advantage.

IfThe ~~any~~Company provides a comprehensive range of ~~our~~welfare ~~officers~~and orbenefit ~~directors~~programs ~~becomes~~consistent ~~aware~~with oflocal alaws ~~business~~and ~~combination~~market ~~opportunity~~practices ~~that~~in ~~falls~~the countries ~~within~~in which it operates. These programs generally include medical, dental, and vision coverage; medical and dependent care flexible spending accounts; short- and long-term disability insurance; and life insurance. In addition, the ~~line~~Company ofmaintains an annual bonus plan for key employees whose decisions, activities, and performance have a material impact on business ofresults. Target ~~any~~bonus ~~entity~~levels toare ~~which~~determined heindividually, ortaking ~~she~~into ~~has~~account ~~pre-existing~~employee ~~fiduciary~~performance orobjectives, ~~contractual~~competitive ~~obligations~~compensation practices, heand prevailing ~~may~~market beconditions. ~~required~~Bonus eligibility and payout levels are primarily linked to ~~present~~the ~~such~~achievement ~~business~~of Company and individual ~~combination~~performance ~~opportunity~~objectives toover ~~such~~the ~~entity~~annual ~~prior~~period, toreinforcing ~~presenting~~a ~~such~~culture ~~business~~of ~~combination~~accountability ~~opportunity~~and toperformance usexcellence.

~~Effecting~~The ~~Our~~Company ~~Initial~~has ~~Business~~no ~~Combination~~history of prolonged labor disputes or work stoppages and thus believes that relations with employees are good. With the exception of certain of our employees in Oman, none of our employees are currently represented by unions or covered by collective bargaining agreements.

~~General~~Sources and Availability of Raw Materials

We ~~are~~purchase ~~not~~various ~~presently~~component ~~engaged~~parts in, ~~and~~connection wewith ~~will~~delivering ~~not engage in, any substantive commercial operations until the closing of~~ our ~~initial business~~products ~~combination. We intend to utilize cash derived from the proceeds of our IPO~~ and ~~the private placement of private warrants, our shares, debt or a combination of these in effecting our initial business combination~~services. ~~Although~~These ~~substantially~~materials ~~all of the net proceeds of our IPO and the private placement of private warrants~~ are ~~intended to be applied~~ generally ~~toward effecting a business combination~~, ~~the~~but ~~proceeds are~~ not ~~otherwise being designated for any more specific purposes. Accordingly, investors have invested~~ ~~without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. Our initial business combination may involve the acquisition of~~always, oravailable ~~merger~~from ~~with,~~multiple asources ~~company~~and ~~which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it~~ may ~~deem to~~ be ~~adverse~~subject ~~consequences of~~to ~~undertaking~~price avolatility. ~~public~~While ~~offering~~we ~~itself.~~generally ~~These~~do ~~include~~not ~~time~~experience ~~delays,~~ significant long-term ~~expense,~~shortages ~~loss~~ of ~~voting~~these ~~control and compliance with various Federal and state securities laws. In the alternative~~materials, we ~~may~~have ~~seek~~from time to ~~consummate~~time aexperienced ~~business~~temporary ~~combination~~shortages ~~with a company that may be financially unstable or in its early stages~~ of ~~development~~particular orcomponent ~~growth~~parts. We ~~intend to effect the Business Combination~~ ~~using~~are ~~cash~~always ~~held~~seeking inways ~~our~~to ~~trust~~ensure ~~account and, if needed, funds from third party sources, including~~ the ~~Backstop~~availability ~~Investor. See “The Stock Purchase Agreements” above for a description~~ of ~~the proposed financing agreements that may be entered into in connection with the Business Combination. In the event we do not consummate the Business Combination~~resources, weas ~~may~~well ~~seek to effect simultaneous business combinations with more than one target business, but we may,~~ as amanaging ~~result~~costs of ~~our~~component ~~limited resources, effect only a single business combination~~parts.

~~Sources~~Capital ~~of Target Businesses~~Expenditures

WeDuring ~~anticipate~~the ~~that~~three ~~target~~most ~~business~~recent ~~candidates~~fiscal ~~will be brought to our attention from various unaffiliated sources~~years, ~~including~~the ~~investment bankers,~~Company’s ~~venture~~ capital ~~funds,~~expenditures ~~private~~were ~~equity~~$316.8 ~~funds,~~million ~~leveraged~~in ~~buyout~~the ~~funds~~aggregate, ~~management~~comprising ~~buyout~~$143.5 million ~~funds~~during ~~and other members of~~ the ~~financial~~ ~~community.~~year ~~Target~~ended ~~businesses~~December ~~may~~31, be2025, ~~brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings~~$105.1 ~~These~~million ~~sources~~during ~~may~~the ~~also~~year ~~introduce~~ended usDecember to31, ~~target businesses in which they think we may be interested on an unsolicited basis~~2024, ~~since many of these sources will have read our public filings~~ and ~~know what types of businesses we are targeting~~$68.2 ~~Our~~million ~~officers and directors, as well as their affiliates, may also bring to our attention target business candidates~~during ~~that~~the ~~they~~year ~~become~~ended ~~aware~~December ~~of through their business contacts as a result of formal or informal inquiries or discussions they may have~~31, ~~as well as attending trade shows or conventions~~2023. WeThe ~~may~~primary ~~also~~geographies ~~engage~~for ~~professional firms or other individuals that specialize in business acquisitions in~~ the ~~future, in which event we may pay a finder~~Company’s ~~fee,~~capital ~~consulting~~expenditures ~~fee~~were orSaudi ~~other~~Arabia, ~~compensation to~~Oman, beKuwait, ~~determined~~and inUAE. anThe ~~arm’s~~Company ~~length~~has ~~negotiation~~utilized ~~based~~these oncapital ~~the~~expenditures ~~terms~~predominantly ofto ~~the~~purchase ~~transaction.~~equipment ~~We have no present intention~~ to ~~enter~~support revenue ~~into~~growth. aFor ~~business~~more ~~combination~~information ~~with~~on ~~a target business that is affiliated with any of~~ our ~~officers,~~capital ~~directors~~expenditures orand ~~Sponsor. However~~requirements, we ~~are~~see ~~not~~“Liquidity ~~restricted from entering into any such transactions~~ and ~~may~~Capital ~~do so if (1) such transaction is approved by a majority~~Resources” ofwithin ~~our~~Item ~~disinterested~~7, ~~and~~“Management’s ~~independent~~Discussion ~~directors (if we have any at that time)~~ and ~~(2)~~Analysis ~~we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point~~ of ~~view. As~~Financial ofCondition ~~the~~and ~~date~~Results of ~~this report, there are no affiliated entities that we would consider as a business combination target~~ Operations.”

Additionally, the Company’s Integrated Production Management (“IPM”) projects are focused on developing and managing production on behalf of the Company’s customers under long-term agreements. The Company invests its own services and products, and in some cases cash, into the field development activities and operations. Although in certain arrangements the Company is paid for a portion of the services or products it provides, generally the Company is not paid at the time of providing its services or upon delivery of its products. Instead, the Company is compensated based upon cash flow generated. The Company invested $0 (zero) million, $0 (zero) million, and $16.0 million in IPM projects during the years ended December 31, 2025, 2024, and 2023, respectively. The Company has no plans for additional IPM capital expenditures as of the date of this filing.

~~Selection~~Since ofMarch a2023, ~~Target~~and ~~Business~~continuing ~~and~~through ~~Structuring~~December 31, 2026, the Company’s Chief Financial Officer (“CFO”) was given final responsibility for the Company’s capital expenditure process, under the supervision of ~~Our~~the ~~Initial~~Board ~~Business~~of ~~Combination~~Directors.

~~Subject~~Research to the limitation that a target business have a fair market value of at least 80% of the balance in the trust account at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. Except for the general criteria and guidelines set forth above under the caption “Our Strategy,” we have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses. Furthermore, we do not have any specific requirements with respect to the value of a prospective target business as compared to our net assets or the funds held in the trust account.Development

~~Any~~To ~~evaluation~~date, ~~relating to~~ the ~~merits~~Company ofhas anot ~~particular~~incurred ~~business~~significant ~~combination~~expenditures ~~will~~on beresearch ~~based,~~and todevelopment ~~the extent relevant~~activities, ~~on the above factors as well as~~ other ~~considerations~~than ~~deemed~~through ~~relevant by our management in effecting a business combination consistent with our business~~strategic ~~objective.~~investments Inand ~~evaluating~~partnerships aintended ~~prospective~~to ~~target~~expand ~~business,~~its weNEDA ~~will conduct an extensive due diligence review which will encompass,~~and ~~among~~Drilling ~~other~~and ~~things,~~Evaluation ~~meetings~~portfolios. ~~with~~These ~~incumbent~~investments ~~management~~are ~~and~~individually ~~inspection~~insignificant ofbut ~~facilities,~~in asthe ~~well~~aggregate astotaled ~~review~~$25.2 ofmillion ~~financial~~ and ~~other~~ ~~information which is made available to us~~$24.3 ~~This~~million ~~due~~as ~~diligence~~of ~~review~~December ~~will~~31, be2025 ~~conducted~~and ~~either~~December by31, ~~our~~2024, ~~management or by unaffiliated third parties we may engage~~respectively.

The ~~time~~Company ~~and~~accounts ~~costs~~for ~~required~~these toinvestments ~~select~~under ~~and~~the ~~evaluate~~measurement aalternative ~~target~~in ~~business~~Accounting ~~and~~Standards toCodification ~~structure~~(“ASC”) ~~and~~321, Investments ~~complete~~– ~~our~~Equity ~~initial~~Securities, ~~business~~and ~~combination remain~~records tothem beat ~~determined.~~cost, ~~Any~~net ~~costs~~of ~~incurred~~impairment, ~~with~~as ~~respect~~none toof the ~~identification~~investments ~~and~~have ~~evaluation~~readily ofdeterminable fair avalues. ~~prospective~~In ~~target~~accordance ~~business~~ with ~~which~~ASC a321, ~~business~~the ~~combination~~Company ismonitors ~~not~~these ~~ultimately~~investments ~~completed~~for ~~will~~indicators ~~result~~of inimpairment, aincluding ~~loss~~recent totransactions involving usthe ~~and~~investees, ~~reduce~~liquidity ~~the~~position, ~~amount~~operating ofperformance, ~~capital~~and ~~available to~~other ~~otherwise~~qualitative ~~complete~~and aquantitative ~~business combination~~factors.

~~Fair~~For ~~Market~~the ~~Value~~year ended December 31, 2025, the Company recorded an impairment charge of ~~Target~~$5.1 ~~Business~~million related to one investment that is expected to exhaust its remaining cash during 2026 and currently has limited ability to recapitalize. In addition, the Company identified two investments with heightened risk of impairment, with potential exposure of up to $7.1 million, for the year ending December 31, 2026, due to stressed liquidity conditions in one instance and uncertainty surrounding the ultimate realization of earn-out consideration in another instance. No impairments or other downward adjustments were recorded for the years ended December 31, 2024 and December 31, 2023.

~~Pursuant to~~Subsequent ~~NASDAQ listing rules, the target business or businesses that we acquire must collectively have a fair market value equal~~ to at ~~least~~December ~~80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for our initial business combination~~31, although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may2025, ~~however, structure a business combination where we merge directly with~~ the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company ~~Act. Even if the post-transaction parent company owns or acquires 50% or more of the voting securities of the target,~~ ~~our~~contributed shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we or a newly formed public holding company issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of the outstanding shares of the public parent company subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% trust account balance test. In order to consummate such an ~~acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise~~ additional ~~funds through a public or private offering of debt or equity securities~~$1.0 Asmillion ~~example,~~to see “The Stock Purchase Agreements” above for a description of the proposed financing agreements that may be entered into in connection with the proposed Business Combination. The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of ~~target~~its ~~business we are seeking to acquire~~investments, ~~with~~increasing ~~respect to~~ the ~~satisfaction~~carrying of such criteria. We will not be required to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, as to the fair market value ~~if our board~~ of ~~directors independently determines that~~ the ~~target~~overall ~~business complies~~portfolio ~~with the 80% threshold. Notwithstanding the foregoing, with respect~~ to ~~the Business Combination, we have obtained a written fairness opinion from J~~$26.P.2 Morgan, dated November 12, 2017, that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Consideration (as defined in the opinion) to be paid by the Company in the proposed Transactions (as defined in the opinion) was fair, from a financial point of view, to the Companymillion. ~~For more information about the J.P. Morgan fairness opinion, see the Proxy Statement.~~

Intellectual Property

We own and control a variety of intellectual property, including but not limited to proprietary information and software tools and applications that, in the aggregate, are material to our business. No individual instance of intellectual property is material to the Company. To date, the Company has not made significant expenditures on research and development activities aside from strategic investments and partnerships with companies to expand the NEDA and Drilling and Evaluation Services portfolios. Additionally, we operate NESR Oilfield Research & Innovation Center (“NORI”) in the heart of Saudi Arabia’s industrial research, technology, and academic hub, Dharan Techno Valley (“DTV”). NORI allows us the ability to drive energy sector research and innovation across the MENA region through activities such as providing advanced core analysis and reservoir studies for our customers.

Governmental Regulations

Our business is significantly affected by country, regional and local laws and regulations. These laws and regulations relate to, among other things:

	●	worker safety standards;

	●	protection of the environment and natural resources;

	●	storage, handling, transportation, use and disposal of hazardous materials; and

	●	mobilization of our equipment to, and operations conducted at, our work sites.

Numerous permits are required for the conduct of our business and operation of our various facilities and equipment. These permits can be revoked, modified, renewed or denied renewal by issuing authorities based on factors both within and outside our control.

We cannot predict the level of enforcement of existing laws and regulations or how such laws and regulations may be interpreted by enforcement agencies or court rulings in the future. We also cannot predict whether additional laws and regulations will be adopted, including changes in regulatory oversight, increases of federal, state or local taxes, increases of inspection costs, or the effect such changes may have on us, our businesses or our financial condition. However, failure to comply with laws, regulations, or permits may result in fines, the imposition of remedial obligations, or other penalties that have a material impact on our operations, including (in some instances) the revocation of necessary authorizations.

~~Lack~~We ofare ~~Business~~subject ~~Diversification~~to numerous environmental and other governmental and regulatory requirements related to our operations worldwide. For additional details, see “Financial, Regulatory, Legal and Compliance Risks” within Item 1A, “Risk Factors.”

WeEnvironmental expect to complete only a single business combination, although this process may entail the simultaneous acquisitions of several operating businesses. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business operation. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating our initial business combination with only a single entity, our lack of diversification may:Regulation

●In the countries where we operate, we are subject usto environmental laws and regulations governing the discharge of materials into the environment or otherwise relating to ~~negative~~environmental ~~economic~~protection and occupational health and safety, ~~competitive~~including regulations related to greenhouse gas emissions and ~~regulatory~~hydraulic ~~developments~~fracturing. The trend in environmental regulation has been to place more restrictions, limitations and conditions on activities that may adversely affect the environment, and thus any changes in environmental laws and regulations or ~~all~~re-interpretation of ~~which~~enforcement ~~may~~policies ~~have~~that result in more stringent and costly regulatory requirements could have a ~~substantial~~material adverse ~~impact~~effect ~~upon~~on ~~the~~our ~~particular~~business, ~~industry~~liquidity inposition, ~~which~~financial wecondition, ~~may~~results ~~operate~~of ~~subsequent~~operations and prospects. We may be unable to ~~our~~pass ~~initial~~on ~~business~~such ~~combination;~~increased ●compliance ~~result~~costs into our ~~dependency~~customers. ~~upon~~Where ~~the~~applicable ~~successful~~we ~~development,~~have ~~construction~~obtained and ~~operation~~maintain licenses to operate through the local ministry of aenvironment ~~single~~or ~~mining~~similar ~~asset;~~governmental authority. We have established and ●implemented ~~result~~an environmental inhealth ~~our~~and ~~dependency~~safety ~~upon~~management ~~the~~system ~~performance~~based ofon aISO ~~single~~14001 ~~operating~~and ~~business~~OHSAS or18001. ~~the~~In ~~development~~addition, we remain accountable to each customer or ~~market~~operator ~~acceptance~~we ofservice aand ~~single~~ensure orthat ~~limited~~compliance ~~number~~is maintained based on each customer’s requirements. Although our operations are subject to a variety of ~~products~~regulations across multiple jurisdictions, ~~processes~~a orsummary ~~services~~of the most pertinent regulations affecting our operations is provided below.

IfAir ~~we determine to simultaneously acquire several businesses~~ and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.Climate

~~Limited~~Certain ~~Ability~~of our operations generate emissions of regulated air pollutants, which may require permits in certain jurisdictions where we operate. Many countries impose limitations on air emissions and require adherence to ~~Evaluate~~certain maintenance, work practice, reporting, recordkeeping, and other requirements. Failure to obtain a permit or to comply with a permit or other regulatory requirements could result in investigations and the ~~Target~~imposition ~~Business’s~~of ~~Management~~sanctions, ~~Team~~including administrative, civil and criminal penalties. In addition, we or our customers could be required to shut down or retrofit existing equipment, leading to additional capital or operating expenses and operational delays.

~~Although~~Additionally, ~~we intend to scrutinize~~ the ~~management~~threat ~~team~~ of aclimate ~~prospective~~change ~~target~~continues ~~business~~to ~~when~~attract ~~evaluating~~considerable ~~the~~attention ~~desirability~~in ofthe ~~effecting~~United ~~our initial~~States ~~business combination, our assessment~~ of ~~the~~America ~~target business’s management team may not prove to be correct~~(“U.S.”) ~~In addition,~~and ~~the~~foreign ~~future~~countries. ~~management~~Numerous ~~team~~laws ~~may~~and ~~not~~regulations have ~~the~~been ~~necessary skills~~passed, ~~qualifications~~and orother ~~abilities~~proposals tohave ~~manage~~been amade ~~public company. Furthermore, the future role of our officers~~ and ~~directors,~~could ifcontinue ~~any, in the target business following our initial business combination remains~~ to be ~~determined.~~made at ~~While~~multiple itlevels ~~is possible that some~~ of ~~our~~government ~~key personnel will remain associated in senior management or advisory positions with us following our initial business combination, it is unlikely that they will devote their full time efforts~~ to ~~our~~ ~~affairs subsequent to our initial business combination. Moreover~~monitor, ~~they~~limit ~~would~~and ~~only~~disclose beexisting ~~able~~emissions ~~to remain with the company after the consummation~~ of ~~our~~greenhouse ~~initial~~gases ~~business~~as ~~combination~~well ifas ~~they are able~~ to ~~negotiate~~restrict ~~employment~~ or ~~consulting agreements in connection~~ ~~with~~eliminate ~~the~~such ~~business~~future ~~combination~~emissions. ~~Such~~As ~~negotiations~~a ~~would~~result, ~~take~~our ~~place~~operations ~~simultaneously~~as ~~with~~well as the ~~negotiation~~operations of ~~the~~our ~~business~~oil ~~combination~~ and ~~could~~natural ~~provide~~gas ~~for~~exploration ~~them to receive compensation in the form of cash payments~~ and~~/or~~ production ~~our~~customers ~~securities~~are ~~for~~subject ~~services they would render~~ to ~~the~~a ~~company~~number ~~after the consummation~~ of ~~the~~requirements ~~business combination. While the personal~~ and ~~financial~~risks ~~interests~~associated ~~of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain~~ with the ~~company after~~production ~~the~~and ~~consummation~~processing of ~~our~~fossil ~~initial business combination will not be the determining factor in our decision as to whether or~~fuels ~~not we will proceed with any potential business combination. Additionally, our officers~~ and ~~directors~~emission ~~may not have significant experience or knowledge relating to the operations~~ of ~~the~~greenhouse ~~particular target business~~gases.

~~Following~~Multiple ~~our~~jurisdictions ~~initial~~have ~~business~~adopted ~~combination~~laws and regulations that require monitoring, wereporting, ~~may~~disclosure ~~seek~~or toreduction ~~recruit~~of ~~additional~~emissions ~~managers~~of tocertain greenhouse ~~supplement~~gases from the ~~incumbent~~oil ~~management~~and ofnatural ~~the~~gas ~~target business~~sector. WeAdditionally, ~~may~~several ~~not~~jurisdictions have adopted policies to reduce the consumption ~~ability~~of fossil fuels, which may ultimately result in decreased demand for our services. Internationally, the United Nations-sponsored Paris Agreement requires member states to ~~recruit~~submit ~~additional~~non-binding, ~~managers~~individually-determined reduction goals, so-called Nationally Determined Contributions, or ~~that~~NDCs, ~~any~~every ~~such~~five years ~~additional~~beginning ~~managers~~in we2015. doMost ~~recruit~~of ~~will~~ the jurisdictions where we operate have ratified the ~~requisite~~Paris ~~skills~~Agreement and, ~~knowledge~~as ora ~~experience~~result, ~~necessary~~developed toand ~~enhance~~submitted NDCs, several of which focus on reducing the ~~incumbent~~emissions ~~management~~from the oil and natural gas sector or promoting the use of renewable energy or energy efficiency technologies.

~~Shareholders~~Litigation ~~May~~risks ~~Not~~are ~~Have~~also increasing, as various parties (including individuals, local governments, and environmental activists) have brought suits in a number of jurisdictions. Although novel legal theories continue to be developed, many of these suits are brought on one of the ~~Ability~~following themes: (1) governments have a duty to ~~Approve~~reduce angreenhouse ~~Initial~~gas ~~Business~~emissions ~~Combination~~within their jurisdiction; (2) oil and natural gas companies are liable for various asserted damages associated with the production of fuels that contributed to climate change; or (3) oil and natural gas companies have been aware of the adverse effects of climate change for some time but failed to adequately disclose those impacts to investors or consumers.

In connection with any proposed business combination, we will either (1) seek shareholder approval of the business combination at a shareholders’ meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case, subject to the limitations described herein. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we are deemed to be a foreign private issuer, we will conduct redemptions in accordance with the SEC’s tender offer rules.

~~Under~~There ~~NASDAQ’s~~are ~~listing~~also ~~rules,~~increasing ~~shareholder~~financial ~~approval~~risks ~~would~~for befossil ~~required~~fuel ~~for~~companies. ~~our~~Shareholders ~~initial~~may ~~business~~elect ~~combination~~in ~~(unless~~the wefuture ~~are~~to ~~deemed~~shift some or all of their investments into non-energy related sectors. Institutional lenders that provide financing to befossil fuel energy companies also have become more attentive to sustainable lending practices and some may elect not to provide funding for fossil fuel energy companies. There is also a risk ~~foreign~~that ~~private~~financial ~~issuer~~institutions atwill ~~such~~be ~~time)~~required ifto adopt policies that have the effect of reducing the funding provided to the fossil fuel sector. Multiple financial regulators have adopted, ~~for~~or ~~example:~~are considering adopting, climate stress-testing or disclosure requirements.

●The adoption weand ~~issue~~implementation ~~ordinary~~of ~~shares~~new ~~that~~or ~~will~~more bestringent ~~equal~~legislation, toregulations or inother ~~excess~~regulatory ofinitiatives ~~20%~~that ofimpose ~~the~~more stringent ~~number~~standards offor ~~our~~greenhouse ~~ordinary~~gas ~~shares~~emissions ~~then~~from ~~outstanding;~~the ●oil ~~any~~and ofnatural ~~our~~gas ~~directors,~~sector ~~officers~~ or ~~substantial~~otherwise ~~shareholders~~restrict ~~(as~~the ~~defined~~areas byin ~~NASDAQ~~which ~~rules)~~this sector ~~has~~may aproduce 5%oil orand ~~greater~~natural ~~interest~~gas (or ~~such~~generate ~~persons~~greenhouse ~~collectively~~gas ~~have~~emissions acould ~~10%~~result orin ~~greater~~increased ~~interest),~~costs ~~directly~~of compliance or ~~indirectly~~costs of consuming, inand ~~the~~thereby ~~target~~reduce ~~business~~demand orfor, ~~assets~~oil toand benatural ~~acquired~~gas, orwhich ~~otherwise~~could ~~and~~reduce ~~the~~demand ~~present~~for orour ~~potential~~services ~~issuance~~and ofproducts. Additionally, ~~ordinary~~litigation ~~shares~~and ~~could~~financial risks may result in anour ~~increase~~oil inand ~~outstanding~~natural ~~ordinary~~gas ~~shares~~customers restricting or ~~voting~~cancelling ~~power~~production activities, incurring liability for infrastructure damages as a result of 5%climatic changes, or ~~more;~~having ortheir ●ability ~~the~~to ~~issuance~~continue orto operate ~~potential~~in ~~issuance~~an ofeconomic ~~ordinary~~manner ~~shares~~impaired, ~~will~~which ~~result~~also incould ~~our~~reduce ~~undergoing~~demand afor ~~change~~our ofservices ~~control~~and products.

If we engage in a tender offer, such tender offer will be conducted pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and structured so that each shareholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the business combination.Water

WeMost ~~chose our net tangible asset threshold~~ of ~~$5,000,001~~the tocountries ~~ensure~~in ~~that~~which we ~~would~~operate ~~avoid~~have ~~being~~laws ~~subject~~and toregulations ~~Rule~~in ~~419~~place ~~promulgated~~relating ~~under the~~to ~~Securities~~water ~~Act. However~~discharges, ifparticularly wethose ~~seek~~in ~~to consummate an initial business combination with a target business that imposes any~~the ~~type~~vicinity of ~~working~~inhabited ~~capital~~areas ~~closing condition~~ or ~~requires~~regulated uswaterways. toMultiple ~~have~~jurisdictions aalso ~~minimum~~regulate ~~amount of funds available from~~ the ~~trust~~disposal ~~account upon consummation~~ of ~~such~~produced ~~initial~~water ~~business~~associated with ~~combination,~~the ~~our~~hydraulic ~~net~~fracturing ~~tangible~~process. ~~asset~~Restrictions ~~threshold~~and ~~may~~controls ~~limit~~regarding ~~our~~the ~~ability~~unauthorized todischarge ~~consummate~~of ~~such~~pollutants, ~~initial~~including ~~business~~produced ~~combination~~waters ~~(as~~and weother ~~may~~oil beand ~~required~~natural togas ~~have~~wastes, ainto ~~lesser~~regulated ~~number~~waters ofare ~~shares~~in ~~redeemed~~place orbut ~~sold~~are tonot ~~us)~~always ~~and~~subject ~~may force us~~ to ~~seek~~formal ~~third~~assessments ~~party~~by ~~financing~~regulators. ~~which~~We ~~may~~are ~~not~~working ~~be available on terms acceptable~~ to usensure orthat atour ~~all.~~facilities Ashave aadequate ~~result~~drainage, wesumps, ~~may~~and ~~not~~appropriate ~~be able to consummate~~sedimentation ~~such~~tanks ~~initial~~where ~~business~~required, ~~combination~~that ~~and~~the weintegrity ~~may~~of ~~not~~primary beand ~~able~~secondary tocontainment ~~locate~~systems ~~another~~is ~~suitable~~maintained, ~~target~~and ~~within~~that ~~the~~spill ~~applicable~~prevention ~~time~~controls ~~period,~~and ifcountermeasure atplans ~~all.~~are ~~Public~~in ~~shareholders~~place ~~may therefore have~~ to ~~wait~~minimize ~~24 months from~~ the ~~closing~~impact of ~~our~~potential ~~IPO~~releases inor ~~order to be able to receive a pro rata share of the trust account~~spills.

~~Our~~Waste ~~Sponsor~~ and ~~our~~Hazardous officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination, (2) not to redeem any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3) not sell any ordinary shares in any tender in connection with a proposed initial business combination. As a result, we would need only 8,595,638 shares, or 37.5% of the 22,921,700 public shares outstanding as of the date hereof, to be voted in favor of our initial business combination in order to have such transaction approved.Materials

~~Although~~Our ~~there~~operations isuse noand ~~commitment~~generate tohazardous dosubstances ~~so,~~and ~~our~~waste. ~~officers~~Accordingly, ~~directors,~~we ~~Sponsor~~could orbecome ~~their~~subject ~~affiliates~~to ~~may~~material ~~purchase~~liabilities ~~ordinary~~relating ~~shares in~~ to the ~~open market~~investigation orand incleanup ~~private~~of ~~transactions.~~potentially Incontaminated ~~addition~~properties, ifor ~~we hold a meeting~~ to ~~approve~~claims aalleging ~~proposed~~personal ~~business~~injury ~~combination~~or ~~and~~property adamage ~~significant~~as the ~~number~~result of ~~shareholders~~exposures ~~vote~~to, or ~~indicate~~releases anof, ~~intention~~hazardous tosubstances ~~vote,~~or ~~against~~waste. ~~such~~Applicable ~~proposed~~laws ~~business~~may ~~combination,~~provide ~~our~~for ~~officers,~~“strict ~~directors,~~liability” ~~Sponsor~~for orremediation ~~their~~costs, ~~affiliates~~damages ~~could~~to ~~make~~natural ~~such~~resources ~~purchases~~or inthreats ~~the~~to ~~open~~public ~~market~~health orand insafety. ~~private~~Some ~~transactions~~environmental inlaws ~~order~~provide tofor ~~influence the~~joint ~~vote.~~and ~~Notwithstanding~~several ~~the~~liability ~~foregoing,~~for ~~our~~remediation ~~officers,~~of ~~directors,~~spills ~~Sponsor~~ and ~~their~~releases ~~affiliates~~of ~~will~~hazardous ~~not~~substances ~~make~~and ~~purchases~~waste. ofJoint ~~ordinary shares~~and ifseveral ~~the~~liability ~~purchases~~can ~~would~~render one ~~violate~~party ~~Section~~liable ~~9(a)(2)~~for orall ~~Rule~~damages ~~10b-5~~arising offrom ~~the~~a ~~Exchange~~spill ~~Act,~~or ~~which~~release ~~are~~even ~~rules~~if ~~designed~~other toparties ~~stop~~also ~~potential manipulation~~contributed ofto athe ~~company’s~~spill ~~stock~~or release.

~~Redemption~~Health ~~Rights~~and Safety Regulation

AtWe ~~any~~are ~~meeting~~subject ~~called~~ to ~~approve~~certain anrequirements ~~initial~~that ~~business~~regulate ~~combination,~~the ~~any~~protection ~~public~~of ~~shareholder,~~health ~~whether~~and ~~voting~~safety. ~~for~~We orare ~~against~~committed ~~such proposed business combination, will be entitled~~ to ~~demand~~providing ~~that their ordinary shares be redeemed for~~ a ~~full~~safe ~~pro rata portion of the amount~~workplace. ~~then~~Our ~~in the trust account (initially $10.00 per share~~health, ~~plus any pro rata interest earned on the funds held in the trust account~~safety, ~~net~~ ofand ~~taxes~~environmental ~~payable~~(“HSE”). ~~Alternatively,~~standards weare ~~may~~influenced ~~provide~~by ~~our~~federal, ~~public~~state ~~shareholders~~and ~~with~~local ~~the~~requirements ~~opportunity to sell their ordinary shares~~and tothe usInternational ~~through~~Association aof ~~tender~~Oil ~~offer (~~and ~~thereby~~Gas ~~avoid~~Producers, ~~the~~a ~~need~~global ~~for~~forum awhose ~~shareholder~~members ~~vote)~~identify ~~for~~and anshare ~~amount~~best ~~equal~~practices to ~~their~~achieve ~~pro rata share of~~improvements. ~~the~~Our ~~aggregate~~HSE ~~amount~~policy ~~then~~objectives ~~on deposit in the trust account (net of taxes payable).~~include:

~~Notwithstanding the~~● ~~foregoing,~~identifying arisks ~~public~~to ~~shareholder,~~health ~~together~~and ~~with~~safety ~~any~~and ~~affiliate~~implementing ofmeasures ~~his~~to orcontrol ~~any~~risk ~~other~~to ~~person~~an ~~with~~acceptable ~~whom~~level; he● isperiodically ~~acting~~setting inand ~~concert or~~publishing asspecific ahealth ~~“group”~~and ~~(as~~safety ~~defined~~targets in ~~Section~~consultation ~~13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights~~ with ~~respect~~employees toand ~~20%~~monitoring orprogress ~~more~~towards ofachieving ~~the~~such ~~ordinary~~targets; ~~shares~~● ~~sold~~providing inappropriate ~~our~~financial ~~IPO.~~and ~~Accordingly,~~physical ifresources anto ~~investor~~implement ~~purchased more than 20% of the ordinary shares sold in~~ our ~~IPO~~health and ~~our~~safety ~~proposed~~targets; ~~Business~~● ~~Combination~~recognizing isthat ~~approved,~~management ~~he/she will not be able to seek redemption rights with respect to the full amount~~ of ~~his/her~~health ~~shares~~ and ~~may~~safety beis ~~forced to hold such additional ordinary shares or sell them in the open market. Such~~ a ~~public~~prime ~~shareholder~~responsibility ~~would~~of ~~still~~line bemanagement; ~~entitled~~● todevoting ~~vote~~sufficient ~~against~~resources ~~a proposed business combination with respect~~ to ~~all~~ensure ~~ordinary~~environmentally ~~shares~~friendly ~~owned~~performance; by● ~~him~~encouraging orfull ~~his~~commitment ~~affiliates. We believe this restriction will prevent shareholders from accumulating large blocks~~ of ~~shares~~employees, ~~before~~by ~~the~~involving ~~vote held to approve a proposed business combination~~ and ~~attempt~~consulting tothem ~~use~~on ~~the~~HSE ~~redemption right as a means to force us or our management to purchase their shares at a substantial premium to the then current market price.~~matters;

Our Sponsor, as well as our officers and directors, will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, except in the case of our liquidation if we do not complete a business combination as described below.

We may also require public shareholders who wish to redeem, whether they are a record holder or hold their shares in “street name,” to either tender their certificates to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option.

~~There is~~● aensuring ~~nominal~~employees ~~cost~~receive ~~associated~~appropriate ~~with~~information ~~the~~and ~~above-referenced~~training; ~~delivery process~~ and ~~the~~● ~~act~~periodic ofreviewing ~~certificating~~and ~~the~~auditing ~~shares~~our orhealth ~~delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00~~ and itsafety ~~would~~system ~~be up~~ to ~~the~~ensure ~~broker whether~~its oradequacy ~~not~~and toeffectiveness; ~~pass~~and ~~this~~defining ~~cost~~internal standards on toHSE ~~the holder. However~~reporting, ~~this~~service ~~fee~~quality ~~would~~reporting, beinjury ~~incurred~~and ~~regardless~~loss ofprevention, ~~whether~~mechanical orlifting, ~~not~~driving weand ~~require holders~~journey to deliver their shares prior to the vote on the business combination in order to exercise redemption rights. This is because a holder would need to deliver shares to exercise redemption rights regardless of the timing of when such delivery must be effectuated. Howevermanagement, inhazard ~~the~~effects ~~event we require shareholders to exercise redemption rights prior to the consummation of the proposed business combination~~ and ~~the~~management ~~proposed~~plan, ~~business~~environmental ~~combination is not consummated~~management, ~~this~~and ~~may~~audit ~~result~~and ~~in an increased cost to shareholders~~training.

~~Any~~We ~~request~~review toand ~~redeem~~implement ~~such~~numerous ~~shares~~practices ~~once made, may be withdrawn at any time up~~ to ~~the~~meet ~~vote~~these ~~on the proposed business combination. Furthermore~~objectives, if abut ~~holder~~we ofcannot aguarantee ~~public~~that ~~share~~we ~~delivered~~will ~~his~~implement ~~certificate~~every inpractice ~~connection~~that ~~with~~we ~~an election of their redemption and subsequently decides~~review ~~prior~~or ~~to the applicable date not to elect to exercise such rights, he may simply request~~ that ~~the~~these ~~transfer~~practices ~~agent~~will ~~return~~fully ~~the~~achieve ~~certificate (physically~~our orstated ~~electronically)~~objectives.

If the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to have their shares redeemed.Taxation

~~Liquidation~~U.S. ifFederal NoIncome ~~Business Combination~~Taxation

IfThe webrief dodescription ~~not~~below ~~complete~~of athe ~~business~~U.S. ~~combination~~federal byincome ~~May~~tax ~~17,~~consequences ~~2019,~~to we“U.S. Holders” will, asapply ~~promptly~~to asyou ~~reasonably~~if ~~possible~~you ~~but~~are ~~not~~a ~~more~~beneficial owner ~~than~~of ~~ten~~shares ~~business days thereafter~~and, ~~distribute~~for ~~the~~U.S. ~~aggregate~~federal ~~amount~~income ~~then~~tax onpurposes, ~~deposit~~(1) inan ~~the~~individual ~~trust~~citizen ~~account,~~or ~~including~~resident ~~interest~~of ~~earned~~the ~~(net~~United ofStates, ~~taxes payable~~(2) a corporation, or ~~pro~~any ~~rata~~other toentity ~~our~~taxable ~~public~~as ~~shareholders~~a bycorporation, ~~way~~organized under the laws of ~~redemption~~the ~~and~~United ~~cease~~States, ~~all~~any ~~operations~~state ~~except~~thereof ~~for~~or the ~~purposes~~District of ~~winding~~Columbia, up(3) ofan ~~our~~estate ~~affairs~~whose income is subject to U.S. ~~This~~federal ~~redemption~~income tax regardless of ~~public~~its ~~shareholders~~source, ~~from~~or ~~the~~(4) a trust ~~account~~if ~~shall~~(i) bea ~~done~~U.S. ~~automatically~~court bycan ~~function~~exercise primary ofsupervision ~~our amended~~over ~~and~~the ~~restated~~trust’s ~~memorandum~~administration and ~~articles~~one ofor ~~association~~more ~~and~~U.S. ~~prior~~persons are authorized to ~~any~~control ~~voluntary~~all ~~winding~~substantial ~~up,~~decisions of ~~although~~the attrust ~~all~~or ~~times~~(ii) ~~subject~~ it has in effect a valid election under applicable U.S. Treasury regulations to ~~the~~be ~~Companies~~treated ~~Act~~as a U.S. person.

~~Following~~The ~~the~~following ~~redemption~~summary does not discuss all aspects of ~~public~~U.S. ~~shares,~~federal weincome ~~intend~~taxation tothat ~~enter~~may ~~“voluntary~~be ~~liquidation”~~applicable ~~which~~to isU.S. ~~the~~Holders ~~statutory~~in ~~process~~light ~~for~~of ~~formally~~their ~~closing~~particular ~~and~~circumstances ~~dissolving~~or ato ~~company~~investors ~~under~~who ~~the~~are ~~laws~~subject ofto ~~the~~special ~~British~~treatment ~~Virgin~~under ~~Islands~~U.S. ~~Given~~federal ~~that~~income wetax ~~intend~~law, toincluding ~~enter~~certain ~~voluntary liquidation~~former ~~following~~citizens ~~the~~or ~~redemption~~long-term residents of ~~public shareholders from~~ the ~~trust~~United ~~account~~States, weinsurance docompanies, ~~not~~banks ~~expect~~or ~~that~~other ~~the~~financial ~~voluntary~~institutions, ~~liquidation~~regulated ~~process~~investment ~~will~~companies, ~~cause~~securities ~~any~~or ~~delay~~foreign tocurrency ~~the~~dealers, ~~payment~~tax-exempt oforganizations, ~~redemption~~persons ~~proceeds~~holding ~~from~~shares ~~our~~as ~~trust~~part ~~account.~~of Ina ~~connection~~straddle, ~~with~~hedging, ~~such~~constructive sale, aor ~~voluntary~~conversion ~~liquidation~~transaction, ~~the~~ ~~liquidator~~persons ~~would~~subject ~~give~~to ~~notice~~the toforeign ~~creditors~~tax ~~inviting~~credit ~~them~~splitting toevents ~~submit~~rules, ~~their~~persons ~~claims~~subject ~~for~~to ~~payment~~the alternative minimum tax, bypersons ~~notifying~~who ~~known~~acquired ~~creditors~~their ~~(if any)~~shares ~~who~~pursuant ~~have~~to ~~not~~the ~~submitted~~exercise ~~claims~~of ~~and~~employee bystock ~~placing~~options aor ~~public~~otherwise ~~advertisement~~as incompensation, atU.S. Holders ~~least~~having ~~one~~a ~~newspaper~~functional ~~published~~currency inother than the ~~British~~U.S. ~~Virgin Islands~~dollar, ~~and~~traders in atsecurities ~~least~~that ~~one~~use ~~newspaper~~the ~~circulating~~mark-to-market inmethod ~~the~~of ~~location~~accounting, persons ~~where~~owning ~~the~~(directly, ~~company~~indirectly ~~has~~or ~~its~~by ~~principal~~attribution) ~~place~~10% or more of ~~business,~~our ~~and~~outstanding ~~taking any~~share ~~other~~capital ~~steps~~or hevoting ~~considers~~stock ~~appropriate~~and topersons ~~identify~~not holding the ~~company’s~~shares ~~creditors,~~as ~~after~~capital ~~which~~assets ~~our~~(generally, ~~remaining~~property ~~assets~~held ~~would~~for ~~be distributed~~investment). AsThis ~~soon~~discussion asalso ~~the~~does ~~affairs~~not ofaddress the ~~company~~consequences of ~~are~~the ~~fully~~Medicare ~~wound-up,~~tax ~~the~~on ~~liquidator~~net ~~must~~investment ~~complete~~income ~~his~~or ~~statement~~any aspect of ~~account~~state, ~~and make~~local aor ~~notificational~~non-U.S. ~~filing~~tax ~~with~~law ~~the~~or ~~Registrar.~~any Weother ~~would~~aspect beof ~~dissolved~~U.S. ~~once~~federal taxation (e.g., the ~~Registrar~~estate ~~issues~~or agift ~~Certificate~~tax) ofother ~~Dissolution~~than income taxation.

~~Our~~If ~~Sponsor~~a ~~has~~partnership ~~agreed~~or toan ~~waive~~entity ~~its~~or ~~redemption~~arrangement ~~rights~~treated ~~with~~as ~~respect~~a topartnership ~~its~~for ~~insider~~U.S. federal income tax purposes owns shares, ifthe weU.S. ~~fail~~federal income totax ~~consummate~~treatment ~~our~~of ~~initial~~a ~~business~~partner in such a partnership will generally depend upon the status of the partner, the activities of the partnership, ~~combination~~and ~~within~~certain determinations made at the ~~applicable~~partner ~~period~~level. ~~from~~A partnership that owns shares and the ~~closing~~partners in such partnership should consult their own tax advisers about the U.S. federal income tax consequences of ~~our~~holding ~~IPO~~and disposing of ordinary shares.

~~However,~~Prospective ifpurchasers ~~our~~are ~~Sponsor,~~urged ~~or any of our officers, directors or affiliates acquire public shares in or after our IPO, they will be entitled~~ to ~~redemption~~consult ~~rights~~their ~~with~~own ~~respect~~tax toadvisers ~~such~~about ~~public~~the ~~shares~~application ifof ~~we fail to consummate our initial business combination within~~ the ~~required time period~~U.S. ~~There~~federal ~~will~~tax berules ~~no redemption rights or liquidating distributions with respect~~ to ~~our~~their ~~warrants,~~particular ~~which~~circumstances as ~~will~~well ~~expire~~as ~~worthless in~~ the ~~event~~state, ~~we do not consummate our initial business combination by May 17~~local, ~~2019~~non-U. ~~We will pay the costs of our liquidation from our remaining assets outside of the trust account~~S. ~~However,~~and ~~the~~other ~~liquidator~~tax ~~may~~consequences ~~determine that he or it requires additional time~~ to ~~evaluate~~them ~~creditors’ claims (particularly if there is uncertainty over the validity or extent~~ of the ~~claims of any creditors). Also~~purchase, aownership ~~creditor~~and ordisposition ~~shareholder may file a petition with the BVI court which, if successful, may result in our liquidation being subject to the supervision~~ of ~~that court. Such events might delay distribution of some or all of~~ our ~~remaining assets~~shares.

~~Additionally,~~Taxation ~~in any liquidation proceedings~~ of ~~the~~Dividends ~~company under British Virgin Islands law, the funds held in our trust account may be included in our estate~~ and ~~subject~~Other toDistributions ~~the~~on ~~claims of third parties with priority over the claims of~~ our ~~shareholders. To the extent any such claims deplete the trust account we may not be able to return to our public shareholders the liquidation amounts payable to them.~~Shares

IfSubject weto ~~were~~the topassive ~~expend~~foreign ~~all~~investment ofcompany (“PFIC”) rules discussed below, the ~~net~~gross ~~proceeds~~amount of ~~our~~distributions ~~IPO,~~paid ~~other~~by ~~than~~us to U.S. Holders with respect to the ~~proceeds~~shares ~~deposited~~(including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the ~~trust~~date ~~account,~~that ~~and~~you ~~without~~actually ~~taking~~or constructively receive the distribution in accordance with your regular method ~~into~~of ~~account~~accounting ~~interest,~~for ifU.S. ~~any~~federal income tax purposes, ~~earned~~but ononly to the ~~trust~~extent ~~account,~~that the ~~per-share~~distribution ~~redemption~~is ~~amount~~paid ~~received~~out byof ~~shareholders~~our ~~upon~~current ~~our~~or accumulated ~~dissolution~~earnings ~~would~~and beprofits ~~$10~~(as determined under U.00S. asfederal income tax principles). To the extent that the amount of ~~December~~the ~~31,~~distribution ~~2017~~exceeds our current and accumulated earnings and profits (as determined under U.S. ~~The~~federal ~~proceeds~~income ~~deposited~~tax principles), it will be treated first as a tax-free return of capital causing a reduction in ~~the~~your ~~trust~~tax ~~account~~basis ~~could,~~in ~~however~~your shares, ~~become~~and ~~subject~~ to the ~~claims~~extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our ~~creditors~~earnings and profits under U.S. federal income tax principles. Therefore, ~~which~~a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise ~~have~~be ~~higher~~treated ~~priority~~as ~~than~~a ~~the~~non-taxable ~~claims~~return of ~~our~~capital ~~public~~or ~~shareholders~~as capital gain under the rules described above. ~~The~~With ~~actual~~respect ~~per-share~~to corporate ~~redemption~~U.S. ~~amount~~Holders, ~~received~~the bydividends ~~shareholders~~will ~~may~~not be ~~less~~eligible ~~than~~for ~~$10.00,~~the ~~plus~~dividends-received ~~interest~~deduction ~~(net~~allowed to corporations in respect of ~~any~~dividends received ~~taxes~~from ~~payable)~~other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends generally will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. There is currently no income tax treaty between the United States and the British Virgin Islands. Pursuant to IRS authority, shares are considered for the purpose of paragraph (1) above to be readily tradable on an established securities market in the United States if they are listed on Nasdaq. You are urged to consult your own tax adviser regarding the availability of the lower rate for dividends paid with respect to our shares, including the effects of any change in law after the date of this annual report.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

Sale, Exchange or Other Taxable Disposition

Upon the sale, exchange or other taxable disposition of shares, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the U.S. dollar value of the amount realized on the sale, exchange or other taxable disposition and the U.S. Holder’s adjusted tax basis, determined in U.S. dollars, in the shares. In the case of individual U.S. Holders, capital gains generally are subject to U.S. federal income tax at preferential rates if specified minimum holding periods are met. Any gain or loss recognized upon the sale, exchange or other taxable disposition of the shares will be treated as long-term capital gain or loss if, at the time of the sale, exchange or other taxable disposition, the holding period of the shares exceeds one year. Such capital gain or loss will generally be treated as U.S.-source income or loss for foreign tax credit limitation purposes. The deductibility of capital losses by a U.S. Holder is subject to significant limitations. U.S. Holders should consult their own tax advisers in this regard.

~~Although~~Passive weForeign ~~will~~Investment seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our Sponsor agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third party claims. However, our Sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. We have not asked our Sponsor to reserve for such indemnification obligations. We believe the likelihood of our Sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.Company

InA ~~the~~non-U.S. ~~event~~corporation ~~that~~will ~~the~~be ~~proceeds~~classified as a PFIC for any taxable year if (i) at least 75% of its gross income consists of passive income, (such as dividends, interest, rents, and royalties (other than rents or royalties derived in the ~~trust~~active ~~account~~conduct ~~are~~of ~~reduced~~a ~~below~~trade ~~$10.00~~or ~~per~~business and ~~share~~received from an unrelated person) and ~~our~~gains ~~Sponsor~~on ~~asserts~~the ~~that~~disposition itof iscertain ~~unable~~minority interests or (ii) at least 50% of the average tovalue ~~satisfy~~of ~~any~~its ~~applicable~~assets ~~obligations~~consist of assets that produce or are held for the production of, passive income. We currently believe that itwe ~~has~~were not noa ~~indemnification~~PFIC ~~obligations~~for ~~related~~the taxable year ended December 31, 2025, and we do not expect to be classified as a ~~particular~~PFIC ~~claim,~~in ~~our~~the ~~independent~~foreseeable future. However, ~~directors~~this ~~would~~conclusion ~~determine~~is ~~whether~~a tofactual ~~take~~determination ~~legal~~that ~~action~~must ~~against~~be made at the close of each year and is based on, among other things, a valuation of our ~~Sponsor~~shares toand ~~enforce~~assets, ~~its~~which ~~indemnification~~will ~~obligations~~likely change from time to time. ~~While~~If we were characterized as a PFIC for any taxable year, a U.S. ~~currently~~Holder ~~expect~~would suffer adverse tax consequences. A U.S. Holder of shares in a PFIC that ~~our~~does ~~independent~~not ~~directors~~make certain elections would ~~take~~realize ~~legal~~ordinary income ~~action~~rather than capital gains on ~~our~~the ~~behalf~~disposition ~~against~~of ~~our~~shares ~~Sponsor~~and may be subject to ~~enforce~~punitive ~~its~~interest ~~indemnification obligations~~charges with respect to ~~us,~~certain dividends itand isgains ~~possible~~on ~~that~~the ~~our~~sale ~~independent~~or ~~directors~~other indisposition ~~exercising~~of ~~their~~the ~~business~~shares. ~~judgment~~Furthermore, ~~may~~dividends ~~choose~~paid by a PFIC are not eligible to dobe sotreated inas ~~any~~qualified ~~particular~~dividend ~~instance~~income (as discussed above). ~~Accordingly~~In addition, ~~due~~if toa ~~claims~~U.S. ofHolder ~~creditors,~~holds ~~the~~shares ~~actual~~in ~~value~~any ofyear ~~the~~in ~~per-share~~which ~~redemption~~we ~~price~~are ~~may~~treated beas ~~less~~a ~~than~~PFIC, ~~$10~~such U.00S. ~~per~~Holder ~~share~~will be subject to additional tax form filing and reporting requirements.

WeApplication ~~will~~of ~~seek to reduce~~ the ~~possibility~~PFIC ~~that~~rules ~~our~~is ~~Sponsor~~complex. ~~will~~U.S. ~~have~~Holders toshould ~~indemnify~~consult ~~the~~their ~~trust~~own ~~account~~tax ~~due~~advisers toregarding claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the ~~trust~~potential ~~account.~~application ~~Our Sponsor will also not be liable as to any claims under our indemnity~~ of the ~~underwriters~~PFIC ~~of our IPO against certain liabilities, including liabilities~~rules ~~under the Securities Act. We will have access~~ to ~~amounts not placed in~~ the ~~trust~~ownership ~~account (which as~~ of December 31, 2017 was approximately $741,000) with which to pay any such potential claims. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our ~~trust account could be liable for claims made by creditors~~shares.

IfInformation weReporting ~~are~~and ~~deemed~~Backup insolvent for the purposes of the Insolvency Act (i.e. (i) we fail to comply with the requirements of a statutory demand that has not been set aside under section 157 of the Insolvency Act; (ii) execution or other process issued on a judgment, decree or order of a British Virgin Islands Court in favor of a creditor of the company is returned wholly or partly unsatisfied; or (iii) either the value of the company’s liabilities exceeds its assets, or the company is unable to pay its debts as they fall due), then there are very limited circumstances where prior payments made to shareholders or other parties may be deemed to be a “voidable transaction” for the purposes of the Insolvency Act. A voidable transaction would include, for these purposes, payments made as “unfair preferences” or “transactions at an undervalue”. A liquidator appointed over an insolvent company who considers that a particular transaction or payment is a voidable transaction under the Insolvency Act could apply to the British Virgin Islands Courts for an order setting aside that payment or transaction in whole or in part.Withholding

~~Additionally,~~Dividend ifpayments wewith ~~enter~~respect ~~insolvent~~to ~~liquidation~~our ~~under~~shares ~~the~~and ~~Insolvency~~proceeds ~~Act,~~from the ~~funds~~sale, ~~held~~exchange inor ~~our~~other ~~trust~~taxable ~~account~~disposition ~~will~~of ~~likely~~our beshares ~~included~~may inbe ~~our~~subject to ~~estate~~information ~~and~~reporting ~~subject~~ to the ~~claims~~IRS ofand ~~third~~possible ~~parties~~U.S. ~~with~~backup ~~priority~~withholding ~~over~~at ~~the~~a ~~claims~~current rate of ~~our~~24%. ~~shareholders~~Backup withholding will not apply, however, to a U.S. ToHolder ~~the~~who ~~extent~~furnishes a correct taxpayer identification number and makes any ~~insolvency claims~~other ~~deplete~~required ~~the~~certification ~~trust~~or ~~account~~who ~~you~~is ~~may~~otherwise exempt ~~not~~from bebackup ~~able~~withholding. toU.S. ~~return~~Holders who are required to ~~our~~establish ~~public~~their ~~shareholders~~exempt ~~the~~status ~~liquidation~~generally ~~amounts~~must ~~due~~provide ~~them~~such certification on IRS Form W-9 (Request for Taxpayer Identification Number and Certification).

~~Our~~Backup ~~public~~withholding ~~shareholders~~is ~~will be entitled to receive funds from the trust account only in the event of a redemption to public shareholders prior to any winding up in the event we do~~ not ~~consummate~~an ~~our~~additional ~~initial~~tax. ~~business~~Amounts ~~combination~~withheld oras ~~our~~backup ~~liquidation~~withholding ormay ifbe ~~they~~credited ~~redeem their~~against ~~shares~~your ~~in connection with an initial business combination that we consummate~~U.S. Infederal noincome ~~other~~tax ~~circumstances shall a shareholder~~liability, ~~have~~and ~~any~~you ~~right~~may orobtain ~~interest~~a refund of any ~~kind~~excess toamounts orwithheld inunder the ~~trust~~backup ~~account.~~withholding Inrules ~~the~~by ~~event~~filing wethe ~~seek~~appropriate ~~shareholder~~claim ~~approval~~for ~~in connection with~~refund ~~our initial business combination, a shareholder’s voting in connection~~ with the ~~business~~IRS ~~combination~~and ~~alone~~furnishing ~~will~~any ~~not~~required ~~result in~~information. aWe ~~shareholder’s~~do ~~redeeming~~not ~~its~~intend ~~shares~~ to uswithhold ~~for~~taxes anon ~~applicable~~dividends ~~pro~~paid ~~rata~~to ~~share~~individual ~~of the trust account~~shareholders. ~~Such shareholder must have also exercised its redemption rights described above.~~

~~Competition~~Certain U.S. Holders are required to report information relating to certain “specified foreign financial assets,” which generally include shares of a foreign corporation, subject to certain exceptions (including an exception for shares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their tax return for each year in which they hold such shares. U.S. Holders are urged to consult their tax advisers regarding the application of the U.S. information reporting and backup withholding rules.

InAvailable identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of our IPO, our ability to compete in acquiring certain sizable target businesses may be limited by our available financial resources.Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. We also make these filings available free of charge on our Company website, which can be found at http://www.nesr.com. Information on our website is not incorporated by reference into this Annual Report.

Information About Our Executive Officers

Our executive officers are appointed from time to time by vote of the Board of Directors and hold office until a successor is elected and qualified. Our current executive officers are:

Name	Age⁽¹⁾	Position
Sherif Foda	56	Executive Chairman of the Board and Chief Executive Officer
Stefan Angeli	66	Chief Financial Officer

⁽¹⁾

As of December 31, 2025.

Sherif Foda has served as the Chairman and Chief Executive Officer of NESR (“CEO”) since inception. He started the company in 2017 to create the first and largest energy services company from the MENA region publicly listed on the Nasdaq Stock Market. He has more than 25 years of professional experience in the energy industry working primarily in his earlier career for Schlumberger Limited (NYSE: SLB) around the world, particularly in the Middle East, Europe and the US. He served as Senior Advisor to the Chairman of SLB, an officer and President of the Production Group, the President of Europe and Africa, Vice President, and Managing Director of the Arabian market, President of Well Intervention worldwide, Vice President of Europe, Caspian and Africa, and Managing Director of Oman among other roles. He started his career in 1993 with SLB, working on the offshore fields in the Red Sea, then transferred to Germany and Eastern Europe before getting to multiple senior level positions. Prior to working in the oil and natural gas industry, he worked in the information technology and computer industry for two years after graduating from Ain Shams University in Cairo with double majors in Electronics Engineering and Automatic Control. He attended various executive courses at Harvard Business School, Oxford and IMD Business School and is a usual speaker in multiple forums. Mr. Foda used to serve as a board member of Energy Recovery, Inc. (Nasdaq: ERII), a technology company based in California and on the Board of Trustees of Awty International School in Houston. He currently serves as the Chairman of the board of directors of W. D. Von Gonten Engineering LLC based in Houston, GLC Energy Company in London and is a member of the Oxford Energy Policy Club in the UK. He is also a board member for Al Fanar Venture philanthropy in London.

Stefan Angeli has been the CFO of NESR since February 2022. Previously, Mr. Angeli was CFO for Stratum Reservoir – a private equity portfolio company involved in reservoir characterization, laboratory services and instrumentation for upstream, downstream and the mining sector. Mr. Angeli spent the majority of his career (30 years) at Schlumberger in diverse roles with his last 5 assignments being Group Controller for Integrated Project Management, Controller for the Reservoir Production Group, Area Controller for Latin America Oilfield Services, and Controller for Schlumberger Information Systems & Well Completion and Productivity Business Segments. During his career, Mr. Angeli has been based in Sydney, Singapore, Jakarta, Aberdeen, Luanda, London, Rio De Janeiro and Houston. He earned a Bachelor of Economics degree majoring in Economics and Accounting from the University of Sydney, qualified as a chartered accountant, and then finished a graduate diploma in Advanced Financial Management. He has also attended advanced finance management courses at the International Institute for Management Development (IMD) and the Wharton School of the University of Pennsylvania and holds a graduate diploma in Securities and Valuation from the Securities Institute of Australia. Mr. Angeli is a board member of ICE Thermal Holdings, LLC and W. D. Von Gonten Engineering LLC, through the Company’s investments in such entities.

~~The~~ITEM ~~following~~1A. ~~also~~RISK ~~may not be viewed favorably by certain target businesses:~~FACTORS

●An investment in our ~~obligation~~ordinary toshares ~~seek~~involves ~~shareholder~~a ~~approval~~high degree of ~~our~~risk. ~~initial~~You ~~business~~should ~~combination~~consider orcarefully ~~engage~~the infollowing arisk ~~tender~~factors, ~~offer~~as ~~may~~well ~~delay~~ as the ~~completion~~other ofinformation acontained ~~transaction;~~in ●this ~~our~~Annual ~~obligation~~Report, tobefore ~~redeem~~making ~~ordinary~~an ~~shares~~investment ~~held~~in by our ~~public~~ordinary ~~shareholders~~shares. ~~may~~Any ~~reduce~~of the ~~resources~~risk ~~available~~factors todescribed below uscould ~~for~~significantly ~~our~~and ~~initial~~negatively ~~business~~affect ~~combination; ●~~ our ~~outstanding~~financial ~~warrants~~position, ~~and~~results ~~the~~of ~~potential~~operations ~~future dilution they represent; ● our obligation to either repay~~ or ~~issue~~cash ~~private~~flows. ~~warrants~~In ~~upon conversion of up to $1~~addition,~~500,000~~ ofthese ~~working~~risks represent ~~capital~~important ~~loans~~factors that ~~may~~can because ~~made to us by~~ our ~~Sponsor,~~actual ~~officers,~~results ~~directors or their affiliates; and ● our obligation~~ to ~~register~~differ ~~the~~materially ~~resale~~from ofthose ~~the~~anticipated ~~insider~~in ~~shares, as well as the private warrants (and underlying securities) and any securities issued to~~ our ~~Sponsor,~~forward-looking ~~officers, directors or their affiliates upon conversion of working capital loans~~statements.

~~Any~~RISK ofFACTOR these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.SUMMARY

IfRisks weRelated ~~succeed in effecting our initial business combination, there will be, in all likelihood, intense competition from competitors of the target business. Subsequent~~ to ~~our~~Our ~~initial~~Business ~~business~~and ~~combination, we may not have the resources or ability to compete effectively.~~Operations

~~Facilities~~● Trends in oil and natural gas prices affect the level of exploration, development, and production activity of our customers and the demand for our services and products, which could have a material adverse effect on our business, results of operations, and financial condition. ● Our business is dependent on capital spending by our customers, and reductions in capital spending could have a material adverse effect on our business, results of operations, and financial condition. ● Our assets require capital for maintenance, upgrades and refurbishment and we may require significant capital expenditures for new equipment. ● The geographic concentration of our operations and customers exposes us to the risks of the regional economy and other regional adverse conditions. ● We operate in multiple countries across the Middle East, North Africa, and Asia. Therefore, our operations will be subject to political and economic instability and risk of government actions that could have a material adverse effect on our business, results of operations, and financial condition. ● Conditions in the Middle East, including current uncertainty and instability resulting from the conflict between the United States, Israel and Iran, as well as other regional hostilities could adversely affect our business. ● The Company is subject to various laws and regulations in the regions in which it operates, and changes in such laws and regulations, failure to comply with existing or future laws and regulations, and disputes regarding compliance with such laws and regulations could adversely affect the Company’s business. ● Physical dangers are inherent in our operations and may expose us to significant potential liability and losses. Personnel and property may be harmed during the process of drilling for oil and natural gas. ● If we do not effectively or efficiently integrate the operations of businesses or companies we acquire, including the integration of the operations of our subsidiaries, our future growth will be limited. ● We compete in a highly competitive industry, and many of our competitors are larger than us and have greater resources than we do. ● The inability to keep pace with technology developments, including advancements in artificial intelligence, could adversely affect our ability to maintain or grow market share.

We currently maintain our principal executive offices at 777 Post Oak Blvd., Suite 730, Houston, Texas 77056. The cost for this space is included in the $10,000 per-month fee our Sponsor charges us for general and administrative services pursuant to a letter agreement between us and our Sponsor. We believe, based on rents and fees for similar services in Houston, Texas, that the fee charged by our Sponsor is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

Employees

We have two executive officers, neither of whom is paid a salary by us. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once a suitable target business to acquire has been located, management will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We do not intend to have any full time employees prior to the consummation of our initial business combination.

Periodic Reporting and Audited Financial Statements

We have registered our ordinary shares and public warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual report will contain financial statements audited and reported on by our independent registered public accountants.

We have provided shareholders with audited financial statements of NPS and GES in the Proxy Statement, and in the event that the Business Combination is not consummated, we will provide shareholders with audited financial statements of another prospective target business as part of any proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. These financial statements will need to be prepared in accordance with or reconciled to United States generally accepted accounting principles or international financial reporting standards as issued by the International Accounting Standards Board (“IASB”). We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have the necessary financial statements. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2018 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and we no longer qualify as an emerging growth company will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

~~Item~~Financial, Regulatory, ~~1A.~~Legal ~~Risk~~and ~~Factors~~Compliance Risks

~~You should~~● ~~carefully~~Impairment ~~consider~~in ~~all~~the carrying value of goodwill could result in the ~~risk~~incurrence ~~factors~~of ~~described~~impairment ~~below~~charges. ~~and~~● We may not be fully indemnified against financial losses in all circumstances where damage to or loss of property, personal injury, death or environmental harm occur. ● We operate in multiple countries and earn revenue in different currencies and as such may be exposed to risks arising from fluctuating exchange rates and currency control restrictions, which may limit our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other ~~information~~countries ~~contained~~or to repatriate assets from some countries. ● Changes in ~~this~~international ~~report,~~tax ~~before making~~laws and the ongoing implementation of global minimum tax rules could increase our tax liabilities and compliance costs and adversely affect our results of operations. ● Lack of consolidation of our fiscal results in a ~~decision~~taxpaying jurisdiction prevents offsetting some losses against taxable profits. ● The owners of NESR ordinary shares are subject to ~~invest~~tax risks due to the possibility of changes in tax rules and regulations in foreign countries. ● If our ~~securities~~subsidiaries are unable to comply with the restrictions and covenants in their debt agreements, they could default under the terms of such agreements, which could result in an acceleration of repayment. ~~This~~● ~~report~~To service our indebtedness, we may require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control. ● Our borrowings under our various loan agreements and other financing arrangements expose us to interest rate risk and such arrangements also ~~contains~~include ~~forward~~restrictive covenants that may impact our subsidiaries’ ability to make distributions to us. ● We are exposed to the credit risk of our customers and counterparties, and delay, non-~~looking~~payment, ~~statements~~and/or non-performance by our customers could have an adverse effect on our financial condition, results of operations, or cash flows. ● Limitations on our ability to protect our intellectual property rights, including our trade secrets, could cause a loss in revenue and any competitive advantage. ● We may be subject to litigation if another party claims that ~~involve~~we ~~risks~~have infringed upon such third party’s intellectual property rights. ● Environmental compliance costs and ~~uncertainties~~liabilities could reduce our earnings and cash available for operations. ~~Our~~ ~~actual~~● We could be subject to substantial liability claims, which could adversely affect our financial condition, results of operations, and cash flows. ● Demand for our products and services could ~~differ~~be ~~materially~~reduced ~~from~~by ~~those~~existing ~~anticipated~~and future legislation or regulations. ● Increased attention to climate change, Environmental, Social, and Governance (“ESG”) matters and conservation measures by regulators and investors may adversely impact our business. ● Some of our customers require bids for contracts in the ~~forward~~form of long-~~looking~~term, ~~statements~~fixed aspricing acontracts ~~result~~that ofrequire ~~specific~~us ~~factors, including~~to ~~the~~assume additional risks ~~described~~associated ~~below~~with cost over-runs, operating cost inflation, labor availability and productivity, supplier and contractor pricing and performance, and potential claims for liquidated damages. ~~Risks~~● ~~associated~~Our failure to comply with complex U.S. and foreign laws and regulations could have a material adverse effect on our operations. ● We are subject to sanctions and export control regimes adopted by the ~~Business~~U.S. ~~Combination~~and other jurisdictions. ● Our operations in the Middle East and other countries could require us to incur additional costs in order to comply with U.S., ~~NPS~~United Kingdom (“UK”) and ~~GES~~European Union (“EU”) sanctions-related regulations restricting or prohibiting activities with certain individuals and entities or in certain jurisdictions. ● We are subject to litigation risks that may not be covered by insurance. ● We may be unable to obtain, maintain or renew permits necessary for our operations, which could inhibit our ability to do business. ● We might require additional equity or debt financing to fund operations and/or future acquisitions. ● As of January 1, 2026, we were no longer a foreign private issuer and we are ~~more~~required ~~fully~~to ~~discussed~~comply in with the ~~Proxy~~provisions ~~Statement~~of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of Nasdaq, applicable to U.S. domestic issuers, which will continue to require us to incur significant expenses and expend time and resources.

Risks Associated with Our Business

We are a recently formed blank check company with no operating history and no revenues and, accordingly, investors do not have any basis on which to evaluate our ability to achieve our business objective.

We are a recently formed blank check company with no operating results to date. Since we do not have an operating history, current and potential investors have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business. We will not generate any revenues until, at the earliest, after the consummation of our initial business combination.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of December 31, 2017, we had $741,096 in cash and a working capital deficiency of $2,605,984. Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Our plans to consummate the Business Combination or an alternative initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.

Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

The Business Combination requires the approval of our shareholders. However, in the event the Business Combination is not consummated, we may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under the laws of the British Virgin Islands or the rules of NASDAQ or if we decide to hold a shareholder vote for business or other reasons. For instance, NASDAQ rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain shareholder approval if we were not a foreign private issuer and were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares and we were not a foreign private issuer, we would seek shareholder approval of such business combination. However, except as required by law, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval, or whether we will be deemed to be a foreign private issuer (in which case we would be required to conduct a tender offer under SEC rules rather than seeking shareholder approval). Accordingly, we may consummate our initial business combination even if holders of a majority of our outstanding ordinary shares do not approve of the business combination we consummate. Please see the section entitled “Business — Effecting our Initial Business Combination — Shareholders May Not Have the Ability to Approve an Initial Business Combination” for additional information.

According to our amended and restated memorandum and articles of association, our entire board of directors must approve our initial business combination, which may make it more difficult to bring such potential targets to our public shareholders for their vote.

Unlike many other blank check companies in which only the majority of a company’s board of directors (including a majority of its independent directors) is required to approve a business combination, our amended and restated memorandum and articles or association requires all of our directors to approve our initial business combination in order to have such transaction approved. Accordingly, there will be fewer potential transactions that could be brought to a vote of our shareholders than would be the case if the approval of only a majority of our board members was required. In addition, it may be more difficult for our board of directors to approve a potential business combination, thereby increasing the risk that we would be forced to liquidate and dissolve without closing a business combination.

If we seek shareholder approval of our initial business combination, such as in connection with the Business Combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Unlike many other blank check companies in which the initial shareholders agree to vote their insider shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders have agreed to vote their insider shares, as well as any public shares purchased during or after our IPO, in favor of our initial business combination. Our initial shareholders own approximately 20% of our outstanding ordinary shares as of the date of this report. As a result, we would need only 8,595,638 shares, or 37.5% of the 22,921,700 public shares sold in our IPO, to be voted in favor of our initial business combination in order to have such transaction approved. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if our initial shareholders agreed to vote their insider shares in accordance with the majority of the votes cast by our public shareholders.

~~You~~Risks ~~will~~Related ~~not be entitled~~ to ~~protections~~Our ~~normally~~Capital ~~afforded to investors of blank check companies.~~Structure

~~Since the~~● ~~net~~The ~~proceeds~~market price of our ~~IPO~~ordinary ~~are~~shares ~~intended~~may todecline. be● ~~used~~If tosecurities ~~complete~~or ~~our~~industry ~~initial~~analysts ~~business~~do ~~combination~~not ~~with~~publish aor ~~target~~cease ~~business~~publishing ~~that~~research ~~had not~~or ~~been~~reports ~~identified~~about asus, ofour ~~the IPO~~business, weor ~~may~~our bemarket, ~~deemed~~or toif bethey achange ~~“blank~~their ~~check”~~recommendations ~~company~~regarding ~~under~~our ~~the U.S.~~ securities ~~laws. However~~adversely, ~~since~~the weprice ~~had~~and ~~net~~trading ~~tangible~~volume ~~assets in excess~~ of ~~$5,000,001~~our ~~upon~~ordinary ~~the~~shares ~~consummation~~could ofdecline. ~~our~~● ~~initial~~We ~~public~~are ~~offering and filed~~ a ~~Current~~holding ~~Report~~company. onOur ~~Form~~sole ~~8-K,~~material ~~including~~asset anis ~~audited~~our ~~balance~~equity ~~sheet~~interest ~~demonstrating~~in ~~this~~our ~~fact,~~subsidiaries and we are ~~exempt~~accordingly ~~from~~dependent ~~rules~~upon ~~promulgated by~~distributions ~~the~~from ~~SEC~~them to ~~protect~~cover ~~investors~~our ofcorporate ~~blank~~and ~~check~~other ~~companies~~overhead ~~such as Rule 419~~expenses. ~~Accordingly,~~● ~~investors~~Future ~~will~~sales ~~not~~of beour ~~afforded~~ordinary ~~the~~shares ~~benefits or~~could ~~protections~~reduce ofour ~~those~~stock ~~rules which would~~price, ~~for~~and ~~example,~~any ~~completely~~additional ~~restrict~~capital ~~the~~raised ~~transferability~~by ~~of our securities, require~~ us to ~~complete~~through ~~our initial business combination within 18 months of~~ the ~~effective~~sale ~~date~~ of ~~our~~equity ~~initial~~or ~~registration~~convertible ~~statement~~securities ~~and restrict~~may ~~the~~dilute ~~use~~your ofownership ~~interest earned on the funds held~~ in ~~the trust account~~us. ● Because we ~~are~~currently ~~not~~have ~~subject~~no toapproved ~~Rule~~plans ~~419, we will be entitled~~ to ~~withdraw~~pay ~~interest~~cash ~~income~~dividends ~~earned~~ on ~~the~~our ~~funds~~ordinary ~~held~~shares, inyou ~~the~~may ~~trust~~not ~~account~~receive ~~prior~~any toreturn ~~the~~on ~~completion~~investment ofunless ~~our~~you ~~initial~~sell ~~business combination~~your ~~and~~ordinary weshares ~~will~~for ~~have~~ a ~~longer~~price ~~period~~greater ~~of time to complete such a business combination~~ than wewhich ~~would~~what ifyou wepaid ~~were~~for ~~subject to such rule~~it.

WeOther ~~may~~Risks ~~issue~~Associated ~~shares~~with ofOur ~~our stock to complete our initial business combination, which would reduce the equity interest of our shareholders and could cause a change in control of our ownership.~~Business

~~Our amended~~● Cybersecurity risks and ~~restated~~threats ~~memorandum~~could adversely affect our business. ● We depend on our suppliers to provide services and ~~articles~~equipment ofin ~~association~~a ~~authorizes~~timely manner and any delays, interruptions or failures by suppliers could expose us to increased costs or inability to meet contractual obligations. ● We have engaged in related party transactions, the ~~issuance~~termination of anwhich ~~unlimited~~may ~~amount~~inhibit ofbusiness, ~~both~~and ~~ordinary~~such ~~shares~~ transactions present possible conflicts of nointerest ~~par~~that ~~value~~could ~~and~~have ~~preferred~~an ~~shares~~adverse effect on us. ● The loss or unavailability of noany ~~par~~of ~~value~~our executive officers or other key employees could have a material adverse effect on our business. In● ~~connection~~Our ~~with~~growth potential and inability ~~the~~to ~~event~~operate ~~that~~could ~~the~~be ~~Business~~materially ~~Combination~~and isadversely ~~consummated,~~ affected if we ~~may~~cannot ~~enter~~employ ~~into~~and retain technical personnel at a ~~Forward~~competitive ~~Purchase~~cost. ~~Agreement~~● ~~for~~An ~~the~~investment ~~sale~~in ofour upsecurities tomay ~~14,114,906~~result ~~ordinary~~in ~~shares~~uncertain U.S. federal income tax consequences. ● Substantially all our assets are located outside the U.S.; therefore, toinvestors may not be ~~used~~able to ~~fund~~enforce aU.S. ~~portion~~ federal securities laws or their other legal rights. ● We are not subject to the supervision of the ~~cash~~Financial ~~consideration~~Services ~~for~~Commission of the ~~Business~~BVI ~~Combination,~~and toso ~~cover~~our ~~redemptions~~shareholders are not protected by any regulatory inspections in the BVI. ● Investors may face difficulties in protecting their interests, and ~~for~~their ~~working~~ability ~~capital~~to ~~purposes.~~protect Intheir ~~the~~rights ~~event~~through the ~~Business~~ ~~Combination~~U.S. isfederal ~~not~~courts ~~consummated~~may be limited, because we ~~will~~are ~~likely~~formed ~~need~~under toBVI ~~issue~~law. a● ~~substantial~~Our ~~number~~Memorandum and Articles of ~~additional~~Association, ~~ordinary~~as oramended ~~preferred shares~~and restated, orpermit athe ~~combination~~Board of ~~ordinary~~Directors ~~and~~by ~~preferred~~resolution to create additional classes of securities, including shares with rights, topreferences, ~~complete~~designations ~~our~~and ~~initial~~limitations ~~business~~as ~~combination.~~they ~~The~~determine ~~issuance~~which ofmay ~~additional ordinary~~have ~~and/or~~an ~~preferred~~anti-takeover ~~shares:~~effect.

●RISKS RELATING ~~may~~TO ~~significantly~~OUR ~~reduce~~BUSINESS ~~the~~AND equity interest of existing shareholders; ● may subordinate the rights of holders of ordinary shares if we issue preferred shares with rights senior to those afforded to our ordinary shares; ● may cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and ● may adversely affect prevailing market prices for our ordinary shares and/or warrants.OPERATIONS

WeTrends ~~may~~in ~~incur~~oil ~~significant~~and ~~indebtedness~~natural ingas ~~order~~prices toaffect ~~consummate~~the level of exploration, development, and production activity of our ~~initial~~customers and the demand for our services and products, which could have a material adverse effect on our business, ~~combination~~results of operations, and financial condition.

IfDemand wefor ~~find~~our itservices ~~necessary~~and products is sensitive to ~~incur~~the ~~significant~~level ~~indebtedness~~of exploration, development, and production activity of, and the corresponding capital spending by, oil and natural gas companies. The level of exploration, development, and production activity is directly affected by trends in ~~connection~~oil ~~with~~and ~~our~~natural ~~initial~~gas ~~business~~prices, ~~combination~~which historically have been volatile and are likely to continue to be volatile. Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, itmarket ~~could~~uncertainty, ~~result~~and a variety of other economic factors that are beyond our control. The following table illustrates the high degree of variability in Europe Brent spot prices per barrel over the last three years:

● default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations; ● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and ● our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

	Highest Closing Price		Lowest Closing Price
2023	$	97.10	$	71.03
2024		93.12		70.31
2025		83.48		59.93

The funds held in the trust account may not earn significant interest and, as a result, we may be limited to the funds held outside of the trust account to fund our search for target businesses, to pay our tax obligations and working capital and to complete our initial business combination.

Of the net proceeds of our IPO as of December 31, 2017, $741,000 is available to us outside the trust account to fund our working capital requirements. We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any tax obligations that we may owe. Interest rates on permissible investments for us have been less than 1% over the last several years. Accordingly, if we do not earn a sufficient amount of interest on the funds held in the trust account and use all of the funds held outside of the trust account, we may not have sufficient funds available with which to structure, negotiate or close our initial business combination. In such event, we would need to borrow funds from our Sponsor, officers or directors to operate or may be forced to liquidate. Our Sponsor, officers and directors are under no obligation to loan us any funds. If we are unable to obtain the funds necessary, we may be forced to cease searching for a target business and may be unable to complete our initial business combination.

IfA weprolonged ~~liquidate~~reduction in oil and natural gas prices could lead to depressed levels of exploration, ~~distributions~~development, orand ~~part~~production ofactivity and ~~them~~could have a material adverse effect on our business, ~~may~~results beof ~~delayed~~operations ~~while~~and financial condition. Even the ~~liquidator~~perception ~~determines~~of longer-term lower oil and natural gas prices by oil and natural gas companies can result in the ~~extent~~reduction or deferral of ~~potential~~major ~~creditor~~expenditures given ~~claims~~the long-term nature of many large-scale development projects.

~~Pursuant~~Factors ~~to,~~affecting among other documents, our amended and restated memorandum and articles of association, if we do not complete our initial business combination by May 17, 2019, this will trigger an automatic redemption of our ordinary shares using the ~~available~~prices ~~funds in the trust account pursuant to our amended and restated memorandum and articles~~ of ~~association,~~oil ~~resulting in our repayment of available funds in the trust account. Thereafter, we will proceed to commence a voluntary liquidation~~ and ~~thereby~~natural agas formal dissolution of the company. In connection with such a voluntary liquidation, the liquidator would give notice to our creditors inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a public advertisement in at least one newspaper published in the British Virgin Islands and in at least one newspaper circulating in the location where the company has its principal place of business, and taking any other steps the liquidator considers appropriate, after which our remaining assets would be distributed.include:

~~As soon~~● asthe ~~our~~global ~~affairs~~and ~~are~~regional ~~fully~~level ~~wound-up,~~of ifsupply weand ~~were~~demand tofor ~~liquidate,~~oil ~~the~~and ~~liquidator~~natural ~~must~~gas ~~complete~~including ~~his~~liquefied ~~statement~~natural ofgas ~~account~~imports and ~~will then~~exports; ~~notify~~● governmental regulations, including the ~~Registrar~~policies of ~~Corporate~~governments ~~Affairs~~regarding in the ~~British~~exploration ~~Virgin~~for ~~Islands,~~and orproduction ~~the~~and ~~Registrar,~~development ~~that~~of ~~the~~their ~~liquidation~~oil ~~has~~and ~~been completed.~~natural ~~However~~gas reserves, ~~the~~including ~~liquidator~~environmental regulations; ● increased attention to ESG matters and conservation measures may ~~determine~~adversely ~~that~~impact hethe oroil ~~she~~and ~~requires~~natural ~~additional~~gas ~~time~~industry; to● ~~evaluate~~weather ~~creditors’~~conditions, ~~claims~~natural ~~(particularly if~~disasters, ~~there~~and ispublic ~~uncertainty~~health ~~over~~crises and threats; ● worldwide political, military, and economic conditions; ● the ~~validity~~ability or ~~extent~~willingness of the ~~claims~~Organization of ~~any~~the ~~creditors).~~Petroleum ~~Also,~~Exporting aCountries ~~creditor~~and orthe ~~shareholder~~expanded ~~may~~alliance ~~file a~~known ~~petition~~as ~~with~~OPEC+ ~~the~~(“OPEC+”) ~~British~~to ~~Virgin~~set ~~Islands~~and ~~Court,~~maintain ~~which,~~oil ifproduction ~~successful,~~levels ~~may~~and ~~result~~quotas inand ~~our~~member ~~liquidation~~country ~~being~~compliance ~~subject~~with toquotas; ● the ~~supervision~~ level of ~~that~~oil ~~court.~~and ~~Such~~natural ~~events~~gas ~~might~~production ~~delay~~by ~~distribution~~non-OPEC+ ofcountries; ~~some~~● oroil ~~all~~refining ofcapacity ~~our~~and ~~remaining~~shifts ~~assets.~~in end-customer preferences toward fuel efficiency and the use of natural gas;

~~In any~~● ~~liquidation~~the ~~proceedings~~cost of ~~the~~producing ~~company~~and ~~under~~delivering ~~British~~oil ~~Virgin~~and ~~Islands~~natural ~~law,~~gas; ~~the~~● ~~funds~~technological ~~held~~advances inaffecting ~~our~~energy ~~trust~~consumption; ~~account may be included in our estate~~ and ~~subject~~● topotential ~~the~~acceleration ~~claims~~ of ~~third parties with priority over~~ the ~~claims~~development of ~~our~~alternative ~~shareholders~~fuels. ~~To the extent any such claims deplete the trust account we may not be able to return to our public shareholders the redemption amounts payable to them.~~

If we do not maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants issued in our IPO, public holders will only be able to exercise such warrants on a “cashless basis.”

If we do not maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the public warrants at the time that holders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis.” As a result, the number of ordinary shares that holders will receive upon exercise of the public warrants will be fewer than it would have been had such holders exercised their warrants for cash. Under the terms of the warrant agreement, we have agreed to use our best efforts to maintain a current and effective prospectus relating to the ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure investors that we will be able to do so. If we are unable to do so, the potential “upside” of the holder’s investment in our company may be reduced. Notwithstanding the foregoing, the private warrants and any other warrants that may be issued to our officers, directors, Sponsor or their affiliates as described elsewhere in this report may be exercisable for unregistered ordinary shares for cash even if the prospectus relating to the ordinary shares issuable upon exercise of the warrants is not current and effective.

An investor will be able to exercise a warrant only if the issuance of ordinary shares upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

No public warrants will be exercisable for cash and we will not be obligated to issue ordinary shares unless the shares issuable upon such exercise have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. At the time that the warrants become exercisable, we expect to continue to be listed on a national securities exchange, which would provide an exemption from registration in every state. Accordingly, we believe holders in every state will be able to exercise their warrants as long as our prospectus relating to the ordinary shares issuable upon exercise of the warrants is current. However, we cannot assure you of this fact. If the ordinary shares issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire worthless if they cannot be sold.

We may amend the terms of the warrants in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding warrants.

Our warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The warrant agreement requires the approval by the holders of a majority of the then outstanding warrants (including the private warrants) in order to make any change that adversely affects the interests of the registered holders. As of the date of this report, our Sponsor owns approximately 35.5% of the outstanding warrants. Therefore, we would only need approval from public holders of approximately 14.5% of the outstanding warrants to amend the terms of the warrants.

~~Since~~Our webusiness ~~are~~is ~~not~~dependent ~~limited~~on tocapital aspending ~~particular~~by ~~industry~~our orcustomers, ~~target~~and ~~business~~reductions ~~with~~in ~~which~~capital tospending ~~complete~~could ~~our~~have ~~initial~~a ~~business~~material ~~combination,~~adverse ineffect ~~the~~on ~~event~~our ~~that the Business Combination is not consummated~~business, weresults ~~are unable to ascertain the merits or risks~~ of ~~the~~operations, ~~industry~~and orfinancial ~~business in which we may ultimately operate~~condition.

~~Although~~Our webusiness ~~intend~~is todirectly ~~focus~~affected ~~our~~by ~~search~~changes ~~on target businesses~~ in ~~the~~capital ~~energy~~expenditures ~~services~~by ~~industry,~~our wecustomers ~~may~~and ~~consummate~~reductions in our ~~initial~~customers’ ~~business~~capital ~~combination~~spending ~~with~~could areduce ~~company~~demand infor ~~any~~our ~~industry~~services weand ~~choose~~products and ~~are~~have ~~not~~a ~~limited~~material toadverse ~~any~~effect ~~particular~~on ~~industry~~our ~~or type of~~ business~~. Accordingly~~, inresults ~~the event~~of ~~that the Business Combination is not consummated~~operations, ~~there is no current basis for current~~ and ~~potential investors to evaluate~~financial ~~the~~condition. ~~possible~~Most ~~merits or risks~~ of ~~the particular industry in which we may ultimately operate or the target business which we may ultimately acquire. To the extent we complete~~ our ~~initial~~contracts ~~business~~can ~~combination~~be ~~with~~cancelled ~~a financially unstable company~~ or anrenegotiated ~~entity in its development stage, we may be affected~~ by ~~numerous~~our ~~risks~~customers ~~inherent~~at inany ~~the business operations of those entities~~time. IfSome ~~we complete our initial business combination with an entity in an industry characterized by a high level~~ of ~~risk, we may be affected by~~ the ~~currently~~ ~~unascertainable~~items ~~risks of~~ that ~~industry. Although our management will endeavor to evaluate the risks inherent in a particular industry or target business, we~~ may ~~not~~impact ~~properly ascertain or assess all of the significant risk factors. An investment in~~ our ~~securities~~customers’ ~~may~~capital ~~not~~spending ~~ultimately prove to be more favorable to shareholders than a direct investment, if an opportunity were available, in a target business.~~include:

~~Our officers~~● oil and ~~directors~~natural ~~may~~gas ~~not~~prices, ~~have~~including ~~significant~~volatility ~~experience~~of oroil ~~knowledge~~and natural gas prices and expectations regarding future prices; ● changes in government incentives and tax regimes; ● the ~~jurisdiction~~inability of our customers to access capital on economically favorable terms; ● customer personnel changes; and ● adverse developments in the business or ~~industry~~operations of ~~the~~our ~~target~~customers, ~~business we~~including ~~may~~write-downs ~~seek~~of toreserves ~~acquire~~and borrowing base reductions under customer credit facilities.

WeThe ~~may~~oil ~~consummate~~and anatural ~~business~~gas ~~combination~~industry ~~with~~has ahistorically ~~target~~experienced ~~business~~periodic indownturns, ~~any~~which ~~geographic~~have ~~location~~been orcharacterized ~~industry~~by diminished demand for our products and services and downward pressure on the prices that we ~~choose~~are able to charge. ~~Our~~Sustained ~~officers~~market ~~and~~uncertainty can also result ~~directors~~in ~~may~~lower ~~not~~demand ~~have~~and ~~enough~~pricing ~~experience~~for our products and services. A significant industry downturn, sustained market uncertainty, or ~~sufficient~~increased availability ~~knowledge~~of ~~relating~~economical toalternative ~~the~~energy ~~jurisdiction~~sources could result in a reduction in demand for our products and services, which could adversely affect our business, financial condition, results of ~~the~~operations, ~~target~~cash orflows ~~its~~and ~~industry~~prospects. With respect to national oil company ~~make~~(“NOC”) ancustomers, ~~informed~~we ~~decision~~are ~~regarding~~also subject to risk of policy, regime, currency and budgetary changes, all of which may affect our ~~initial~~customers’ ~~business~~capital ~~combination~~expenditures.

~~The~~Our ~~requirement~~assets ~~that~~require ~~the~~capital target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for ~~our~~maintenance, ~~initial~~upgrades ~~business combination~~and ~~may~~refurbishment ~~limit the type~~ and ~~number of companies that~~ we may ~~complete~~require ~~such~~significant acapital ~~business~~expenditures ~~combination~~for ~~with~~new equipment.

~~Pursuant~~Our torevenue ~~the~~is ~~NASDAQ~~generated ~~listing~~principally ~~rules,~~from ~~the~~providing ~~target~~services ~~business~~and orrelated ~~businesses~~equipment ~~that~~as wewell ~~acquire~~as ~~must~~renting ~~collectively~~tools ~~have~~and aequipment. ~~fair~~Our ~~market~~tools ~~value equal~~and equipment require capital investment in maintenance, upgrades and refurbishment to atmaintain ~~least~~our ~~80%~~competitiveness. ofTo the ~~balance~~extent ofwe ~~the~~are unable ~~funds~~to infund ~~the~~such ~~trust~~projects, ~~account~~we ~~(excluding~~may ~~any~~have ~~deferred~~less ~~underwriters~~equipment ~~fees~~available ~~and~~for ~~taxes~~service ~~payable~~or ~~on the~~our ~~income~~equipment ~~earned~~may onnot ~~the~~be ~~trust~~attractive ~~account)~~to atpotential ~~the~~or current ~~time~~customers. ofAdditionally, ~~the~~increased ~~execution~~demand, ofcompetition, aadvances ~~definitive~~in ~~agreement~~technology ~~for~~within our ~~initial~~industry, ~~business~~and/or ~~combination. This~~new ~~restriction~~emissions ~~may~~control, safety ~~limit~~or ~~the~~other ~~type~~regulatory ~~and~~requirements ~~number~~in ofthe ~~companies~~geographies that we ~~may~~operate ~~complete~~in amay ~~business~~require ~~combination~~us ~~with.~~to Ifupdate weor ~~are~~replace ~~unable~~existing equipment. toSuch ~~locate~~demands aon ~~target~~our ~~business~~capital or ~~businesses~~reductions ~~that~~in ~~satisfy~~demand ~~this~~for ~~fair~~our ~~market~~equipment ~~value~~and ~~test,~~the weincrease ~~may~~in becost ~~forced~~ to ~~liquidate~~maintain ~~and~~labor annecessary ~~investor~~for such maintenance ~~will~~and ~~only~~improvement, bein ~~entitled~~each tocase, ~~receive~~could ~~his/her~~have ~~pro~~a ~~rata~~material ~~portion~~adverse ofeffect ~~the~~on ~~funds~~our inbusiness, ~~the~~liquidity ~~trust~~position, ~~account~~financial condition, prospects and results of operations.

~~Our~~The ~~management~~geographic ~~may~~concentration ~~not~~of beour ~~able~~operations and customers exposes us to ~~maintain~~the ~~control~~risks of athe ~~target~~regional ~~business~~economy ~~after~~and other regional adverse conditions. The credit risks of our ~~initial~~concentrated ~~business~~customer ~~combination~~base in the energy industry could result in losses. WeIn ~~cannot~~addition, ~~provide~~we depend on a small number ~~assurance~~of ~~that~~customers for a significant portion of our revenues. Therefore, ~~upon~~the loss of ~~control~~any of athese ~~target~~customers ~~business,~~could ~~new~~result ~~management~~in ~~will~~a ~~possess~~decline ~~the~~in ~~skills,~~our revenues ~~qualifications~~and oradversely ~~abilities necessary~~affect toour ~~profitably~~financial ~~operate~~condition, ~~such~~results ~~business~~of operations or cash flows.

WeOur ~~may~~operations ~~structure~~and ~~a business combination so that the post-transaction company in which~~ our ~~public~~primary ~~shareholders~~customers ~~own~~are ~~shares~~located ~~will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company,~~ in ~~which our public shareholders own shares, acquires 50% or more of~~ the ~~outstanding~~MENA ~~voting~~region ~~securities of~~and ~~the~~all ~~target~~are ~~or otherwise acquires a controlling interest~~ in the ~~target~~energy ~~sufficient~~industry. ~~for~~Most usof ~~not to be required to register as an~~our ~~investment~~customers ~~company~~are ~~under~~national ~~the~~oil ~~Investment~~companies ~~Company Act~~(“NOCs”). WeGiven ~~will~~the ~~not~~importance ~~consider~~of ~~any~~NOCs, ~~transaction~~which ~~that~~dominate ~~does not meet such criteria. Even if~~ the ~~post-transaction~~petroleum ~~company,~~industry in ~~which~~ our ~~public~~countries ~~shareholders own shares, owns 50% or more~~ of ~~the voting securities of the target~~operation, our ~~shareholders prior to the~~ business ~~combination~~is more ~~may~~susceptible ~~collectively~~to ~~own~~regional aeconomic, ~~minority~~budgetary ~~interest~~and inpolitical ~~the~~conditions ~~post~~than ~~business combination company~~other, ~~depending~~more ongeographically ~~valuations~~diversified ~~ascribed to the target and us in the business combination transaction~~competitors. ~~For example, we could~~Any ~~pursue~~changes ~~a transaction~~ in ~~which~~market ~~we issue a substantial number of new ordinary shares in exchange for all of the outstanding capital stock of a target. In this case~~conditions, weunforeseen ~~would acquire a 100% interest in the target. However~~circumstances, asor aother ~~result~~events ofaffecting the ~~issuance~~area ofin awhich ~~substantial number of new ordinary shares,~~ our ~~shareholders~~assets ~~immediately~~are ~~prior~~located ~~to such transaction~~ could ~~own less than a majority of our outstanding~~have ~~ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in~~ a ~~single~~material ~~person~~adverse oreffect ~~group~~on ~~obtaining a larger share of~~ our ~~stock~~business, ~~than~~operating ~~we initially acquired. Accordingly~~result, ~~this~~and ~~may make~~financial ~~it more likely that our management will not be able to maintain our control of the target business~~condition.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. While we intend to closely scrutinize any individuals we engage after our initial business combination, our assessment of these individuals may not prove to be correct.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. We believe that our success depends on the continued service of our key personnel, at least until we have consummated our initial business combination. None of our officers are required to commit any specified amount of time to our affairs and, accordingly, they will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and performing and monitoring the related due diligence. We do not have employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected loss of the services of our key personnel could have a detrimental effect on us.

IfRevenues ~~the~~from ~~Business~~four ~~Combination~~customers isindividually ~~consummated,~~accounted ~~Messrs.~~for ~~Foda~~49%, ~~Wood~~9%, ~~and~~8% ~~Mejia~~ and ~~Ms.~~7% ~~Zeibak~~of ~~will~~the ~~serve~~Company’s asconsolidated ~~directors~~revenues ofin the ~~combined~~year ~~company.~~ended December In31, ~~the~~2025, ~~event~~54%, ~~that~~9%, ~~the~~7% ~~Business~~and ~~Combination~~4% isof ~~not consummated,~~ the ~~role~~Company’s ofconsolidated ~~our~~revenues ~~key~~in ~~personnel~~the ~~after~~year ~~our~~ended ~~initial~~December ~~business~~31, ~~combination~~2024, ~~however,~~ ~~remains~~and to44%, be8%, ~~determined.~~7% ~~Although~~and ~~some~~ 5% of ~~our~~the ~~key~~Company’s ~~personnel~~consolidated ~~may~~revenues ~~serve~~ in ~~senior~~the ~~management~~year orended ~~advisory~~December ~~positions~~31, ~~following our~~2023. ~~initial~~Under ~~business~~the ~~combination,~~terms itof isour ~~likely~~customer ~~that most~~contracts, ifthere ~~not~~is a ~~all,~~risk of ~~the~~termination ~~management~~ of ~~the~~one ~~target~~or ~~business~~more ~~will~~of ~~remain~~such ~~in place.~~contracts ~~While~~and/or wea ~~intend~~lack toof ~~closely~~engagement ~~scrutinize~~in ~~any~~the ~~individuals~~same wemanner, ~~engage~~or ~~after~~to ~~our~~the ~~initial~~same ~~business combination~~level, ~~our~~as ~~assessment~~has been ofthe ~~these~~case ~~individuals~~historically. ~~may~~The ~~not~~loss ~~prove~~of toall beor ~~correct.~~even ~~These~~a ~~individuals~~portion ~~may~~of ~~be unfamiliar with~~ the ~~requirements~~business offrom ~~operating~~ a ~~public company~~major ~~which~~customer, ~~could~~the ~~cause~~failure us to ~~have~~extend toor ~~expend~~replace ~~time~~the contracts ~~and~~with ~~resources~~a ~~helping~~major ~~them~~customer, ~~become~~or ~~familiar~~the ~~with~~extension ~~such~~or ~~requirements.~~replacement ~~This~~of ~~could be~~such ~~expensive~~contracts ~~and~~on ~~time-consuming~~less ~~and~~favorable ~~could~~terms, ~~lead~~as toa ~~various~~result ~~regulatory~~of ~~issues~~competition or ~~which~~otherwise, ~~may~~could adversely affect our financial condition, results of operations or cash flows.

~~Our~~We ~~key~~operate ~~personnel~~in ~~may~~multiple ~~negotiate~~countries ~~employment~~across orthe ~~consulting~~Middle ~~agreements~~East, ~~with~~North aAfrica, ~~target~~and ~~business in connection with a particular business combination~~Asia. ~~These~~Therefore, ~~agreements~~our ~~may~~operations ~~provide~~will ~~for~~be ~~them~~subject to ~~receive~~political and ~~compensation~~economic ~~following~~instability ~~our initial business combination~~ and asrisk ~~a result,~~of ~~may~~government ~~cause~~actions ~~them~~that tocould have ~~conflicts~~a ofmaterial ~~interest~~adverse ineffect ~~determining~~on ~~whether~~our ~~a particular~~ business, ~~combination~~results isof ~~the~~operations, and ~~most~~financial ~~advantageous~~condition.

IfWe ~~the~~are ~~Business~~exposed ~~Combination~~to isrisks ~~consummated,~~inherent ~~members~~in ofdoing ~~our~~business ~~management~~in ~~team~~each ~~may~~of bethe ~~paid~~countries ~~consulting,~~in ~~management~~which orwe ~~other fees from the combined company~~operate. InOur ~~the~~operations ~~event~~are ~~that~~subject ~~the~~to ~~Business~~various ~~Combination~~risks unique isto ~~not~~each ~~consummated,~~country ~~our~~that ~~key~~could ~~personnel~~have ~~will~~a bematerial ~~able~~adverse toeffect ~~remain with~~on ~~the company after the consummation of~~ our ~~initial~~ business, ~~combination~~results ~~only~~of ifoperations, ~~they~~and ~~are~~financial ~~able~~condition. With respect to ~~negotiate~~any ~~employment~~particular orcountry, ~~consulting agreements~~these orrisks ~~other~~may ~~appropriate~~include ~~arrangements~~but inare ~~connection~~not ~~with~~limited ~~the business combination.~~to:

~~Such negotiations~~● ~~would~~civil ~~take~~unrest, ~~place~~acts ~~simultaneously~~of ~~with~~terrorism, ~~the~~force ~~negotiation~~majeure, ofwar, ~~the~~other ~~business~~armed ~~combination~~conflict, and sanctions; ● recent efforts toward modernization in the region could ~~provide~~have ~~for~~unanticipated ~~such~~consequences ~~individuals~~ to ~~receive~~cause ~~compensation~~unrest inor ~~the~~political ~~form~~change that could cause loss of ~~cash~~contracts; ~~payments~~● inflation; ● currency fluctuations, devaluations, and/ conversion restrictions; ● government actions that may result in expropriation and nationalization of assets in that country; ● confiscatory taxation or ~~our~~other ~~securities~~adverse ~~for~~tax ~~services~~policies; ~~they~~● ~~would~~actions ~~render~~that tolimit or disrupt markets or our operations, restrict payments, limit the ~~company~~movement ~~after~~ of funds or result in the ~~consummation~~deprivation of contract rights; ● actions that result in the ~~business~~inability ~~combination.~~to ~~The~~obtain ~~personal~~or ~~and~~retain ~~financial~~licenses ~~interests~~required offor ~~such~~operation; ~~individuals~~and ● retaliatory actions that may ~~influence~~be ~~their~~taken ~~motivation in~~by ~~identifying~~one ~~and~~country ~~selecting~~against aother ~~target~~countries ~~business~~in the region.

~~Our~~Due ~~officers~~to ~~and~~the ~~directors~~unsettled ~~will~~political ~~allocate~~conditions ~~their~~in ~~time~~many oil-producing countries, our operations, revenue, and profits may be subject to the adverse consequences of war, the effects of terrorism, civil unrest, strikes, currency controls, and governmental actions. These and other ~~businesses~~risks described ~~thereby~~above ~~causing~~could ~~conflicts~~result in the loss of ~~interest~~our personnel or assets, cause us to evacuate our personnel from certain countries, cause us to increase spending on security, cause us to cease operating in ~~their~~certain ~~determination~~countries, disrupt financial and commercial markets, including asthe supply of and pricing for oil and natural gas, disrupt the supply of equipment required to ~~how~~operate ~~much~~in ~~time~~a country, result in labor shortages and generate greater political and economic instability in some of the geographic areas in which we operate. In response to ~~devote~~certain conflicts, governments may impose additional sanctions, export controls, embargoes, and other restrictive measures targeting countries and regions in which we conduct business. These measures may lead to further retaliatory actions by impacted jurisdictions and lead to higher operating costs or disruptions in the supply chain for our ~~affairs~~business. ~~This~~Additionally, ~~conflict~~any possible reprisals as a consequence of ~~interest~~military or other action, such as acts of terrorism in the Middle East, could have a ~~negative~~material ~~impact~~adverse effect on our business, ~~ability~~results toof ~~consummate our~~operations, ~~initial~~and ~~business~~financial ~~combination~~condition.

Our officers and directors are not required to commit their full time to our affairs, which could create a conflict of interest when allocating their time between our operations and their other commitments. Each of our officers and directors devotes such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full time employees prior to the consummation of our initial business combination. All of our officers and directors are engaged in several other business endeavors and are not obligated to devote any specific number of hours to our affairs. If our officers’ and directors’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to consummate the Business Combination or an alternative business combination. These conflicts may not be resolved in our favor.

Our officers and directors or their affiliates have pre-existing fiduciary and contractual obligations and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers and directors or their affiliates have pre-existing fiduciary and contractual obligations to other companies, including companies that are engaged in business activities similar to those intended to be conducted by us. Accordingly, they may participate in transactions and have obligations that may be in conflict or competition with our consummation of our initial business combination. As a result, a potential target business may be presented by our management team to another entity prior to its presentation to us and we may not be afforded the opportunity to engage in a transaction with such target business.

The shares beneficially owned by our Sponsor, officers and directors will not participate in liquidation distributions and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination.

Our Sponsor and our officers and directors have waived their right to redeem their insider shares or any other ordinary shares acquired in our IPO or thereafter, or to receive distributions with respect to their insider shares upon our liquidation if we are unable to consummate our initial business combination. Accordingly, the insider shares will be worthless if we do not consummate our initial business combination. The private warrants and any other warrants they acquire will also be worthless if we do not consummate an initial business combination. The personal and financial interests of our Sponsor, officers and directors may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest.

~~NASDAQ~~Conditions ~~may~~in ~~delist~~the ~~our~~Middle ~~securities~~East, ~~from~~including ~~quotation~~current onuncertainty ~~its~~and ~~exchange~~instability ~~which~~resulting ~~could~~from ~~limit~~the ~~investors’~~conflict ~~ability~~between tothe ~~make~~United ~~transactions~~States, inIsrael ~~our~~and Iran, ~~securities~~as ~~and~~well ~~subject~~as usother toregional ~~additional~~hostilities ~~trading~~could ~~restrictions~~adversely affect our business.

~~Our~~The ~~securities~~majority ~~are~~of ~~currently~~our ~~listed~~operations ~~on NASDAQ, a national securities exchange. However, we cannot assure current~~ and ~~potential~~facilities ~~investors that~~are ~~our~~located ~~securities will continue to be listed on NASDAQ~~ in the ~~future~~Middle ~~prior to an initial business combination~~East. ~~In order to continue listing our securities on NASDAQ~~Accordingly, ~~generally~~political, weeconomic ~~must~~and ~~maintain~~military aconditions ~~minimum amount~~ in the ~~shareholders’~~Middle ~~equity~~East ~~(generally $2,500,000)~~ and athe ~~minimum~~surrounding ~~number~~region ofdirectly ~~holders~~affect of our ~~securities~~business ~~(generally~~and ~~300~~could ~~round-lot~~materially ~~holders).~~and ~~Additionally,~~adversely inaffect ~~connection with~~ our ~~initial~~ business ~~combination~~, ~~we will be required to demonstrate compliance with NASDAQ’s initial listing requirements~~operations, ~~which are~~ ~~more~~or ~~rigorous~~personnel. ~~than~~Most ~~NASDAQ’s~~recently, ~~continued~~on ~~listing~~February ~~requirements~~28, in2026, ~~order~~the tosecurity ~~continue~~situation toescalated ~~maintain~~significantly with the ~~listing~~commencement of ~~our~~a ~~securities~~major military onconflict ~~NASDAQ.~~involving ~~For~~the ~~instance~~United States, ~~our~~Israel, ~~stock~~and ~~price~~Iran. ~~would~~This ~~generally~~situation behas ~~required~~led to bethe atclosure ~~least~~of ~~$4.00~~regional ~~per~~airspace ~~share~~ and ~~our~~retaliatory ~~shareholders’~~strikes ~~equity~~impacting ~~would~~multiple ~~generally~~nations bein ~~required~~the toMiddle beEast atwhere ~~least~~we $5operate, ~~million.~~including WeSaudi ~~may~~Arabia, ~~not~~the beUAE ~~able~~and ~~to meet those initial listing requirements at that time~~Qatar.

IfSuch ~~NASDAQ~~conflict ~~delists~~has ~~our~~resulted ~~securities~~in, ~~from~~and ~~trading~~could oncontinue ~~its~~to ~~exchange~~result in, ~~and~~supply wedisruptions, ~~are~~damage ~~not~~to ~~able~~energy toinfrastructure, ~~list~~increased ~~our~~shipping ~~securities~~and insurance oncosts, ~~another~~delays ~~national~~or ~~securities exchange,~~rerouting weof ~~expect~~oil ~~our~~and ~~securities~~gas ~~could~~cargos, beheightened ~~quoted~~security onrisks, anand ~~over-the-counter~~increased ~~market.~~volatility Ifin ~~this~~oil ~~were~~and togas ~~occur~~prices, all weof which could ~~face~~affect ~~significant material~~our ~~adverse~~customers ~~consequences,~~and ~~including:~~our ability to do business with them.

●The intensity aand ~~limited~~duration ~~availability~~ of ~~market~~this ~~quotations~~active ~~for~~conflict ~~our~~are ~~securities;~~difficult ●to ~~reduced~~predict. ~~liquidity~~Although ~~with~~the ~~respect~~current tohostilities ~~our~~have ~~securities;~~not ●materially ~~a determination that~~ impacted our ~~shares~~business ~~are~~or aoperations ~~“penny~~as ~~stock,”~~of ~~which~~the ~~will~~date ~~require~~of ~~brokers~~this ~~trading~~Annual inReport, ~~our~~the ~~shares~~conflict tois ~~adhere~~rapidly toevolving ~~more~~and ~~stringent~~developing ~~rules,~~and ~~possibly~~it ~~resulting~~is innot apossible to ~~reduced~~predict ~~level~~its oflong-term ~~trading~~consequences ~~activity~~on inus ~~the~~or ~~secondary trading market for~~ our ~~shares;~~customers. ●Any aescalation ~~limited~~and ~~amount~~expansion of ~~news~~this ~~and~~conflict ~~analyst~~could ~~coverage~~have ~~for~~a ~~our~~negative ~~company;~~impact on ~~and~~both ●global aand ~~decreased~~regional ~~ability~~conditions toand ~~issue~~may ~~additional~~adversely ~~securities~~affect orour ~~obtain~~business, ~~additional~~financial ~~financing~~condition inand ~~the~~results ~~future~~of operations.

WeThe ~~may~~Company ~~only~~is besubject ~~able~~ to ~~complete~~various ~~one~~laws ~~business~~and ~~combination~~regulations ~~with~~in the ~~proceeds~~regions ofin ~~our~~which ~~IPO~~it operates, ~~which~~and ~~will~~changes ~~cause~~in ussuch tolaws beand ~~solely~~regulations, ~~dependent~~failure onto acomply ~~single~~with ~~business~~existing ~~which~~or ~~may~~future ~~have~~laws aand ~~limited~~regulations, ~~number~~and ofdisputes ~~products,~~regarding ~~services~~compliance orwith ~~potential~~such ~~sources~~laws ofand ~~revenue~~regulations could adversely affect the Company’s business.

~~Although~~The welegal ~~have~~risk of doing business in the ~~ability~~MENA toregion ~~simultaneously~~and ~~acquire~~elsewhere ~~several~~could ~~target~~adversely ~~businesses~~affect the Company’s operations and earnings. Such risks include the ~~proposed~~impact ~~Business~~of ~~Combination~~current ~~currently~~laws ~~contemplates~~ and regulations, the ~~acquisition~~effect of ~~two~~changes ~~businesses~~in laws or regulations, ifand the ~~Business~~consequences ~~Combination~~of islitigation relating ~~not~~to ~~consummated~~current or future laws and regulations, itall isof ~~possible~~which wecould ~~will~~have ~~consummate~~an ~~our~~adverse ~~initial business~~impact ~~combination~~on ~~with~~the aCompany’s ~~single~~results ~~target~~of ~~business~~operations. In Byaddition, ~~consummating~~laws ain ~~business~~some ~~combination~~countries ~~with~~the ~~only~~Company aoperates ~~single~~in ~~entity~~can be vague, ~~our~~inconsistently ~~lack~~administered, and retroactively applied, which ofcan ~~diversification~~increase ~~may~~the ~~subject~~Company’s usexposure to ~~numerous~~litigation ~~economic~~or governmental investigations or proceedings, ~~competitive~~which ~~and~~can ~~regulatory~~be ~~developments~~costly. ~~Further~~For example, the weCompany ~~would~~is ~~not~~currently beparty ~~able~~ to ~~diversify~~litigation ~~our~~in ~~operations~~Qatar orand ~~benefit~~the ~~from~~UAE ~~the~~regarding ~~possible~~ownership ~~spreading~~and historical profits of ~~risks~~operating orsubsidiaries acquired ~~offsetting~~in the acquisition of ~~losses~~NPS. See Note 13, ~~unlike~~Commitments ~~other~~and ~~entities~~Contingencies, ~~which~~to the Company’s financial statements included ~~may~~in ~~have~~this ~~the~~Annual ~~resources~~Report. Failure to ~~complete~~comply ~~several~~with ~~business~~the ~~combinations~~laws inand ~~different~~regulatory ~~industries~~requirements of governmental or ~~different~~judicial ~~areas~~authorities and rulings that go against the Company could result in, among other things, revocation of arequired ~~single~~licenses, ~~industry.~~changes in commercial registrations, ~~Accordingly~~administrative enforcement actions, effects on covenant compliance under the ~~prospects~~Company’s ~~for~~bank ~~our~~loans, ~~success~~fines, ~~may~~and ~~be:~~civil and criminal liability, which could then have a material adverse impact on the Company’s operating results and financial position.

●Physical dangers ~~solely~~are ~~dependent~~inherent ~~upon~~in ~~the~~our ~~performance~~operations ofand amay ~~single~~expose ~~business;~~us ●to ~~dependent~~significant ~~upon~~potential ~~the~~liability ~~successful~~and ~~development,~~losses. ~~construction~~Personnel and ~~operation~~property ofmay abe harmed ~~single~~during ~~mining asset; or ● dependent upon~~ the ~~development~~process ~~or market acceptance~~ of adrilling ~~single~~for oroil ~~limited~~and ~~number~~natural ~~of products, processes or services~~gas.

~~This~~Drilling ~~lack~~for ofand ~~diversification~~producing hydrocarbons, and the associated products and services that we provide, include inherent dangers that may ~~subject~~lead usto property damage or damage to ~~numerous~~geological ~~economic~~formations, ~~competitive~~personal injury or loss of life, or the discharge of hazardous materials into the environment. Many of these events are outside our control. Typically, we provide products and ~~regulatory~~services ~~developments~~at a well site where our personnel and equipment are located together with personnel and equipment of our customer and third parties, ~~any~~such as other service providers. At many sites, we depend on other companies and personnel to conduct drilling operations in accordance with appropriate safety standards. From time to time, personnel are injured or ~~all~~equipment or property is damaged or destroyed as a result of ~~which~~accidents, ~~may~~failed equipment, faulty products or services, failure of safety measures, uncontained formation pressures or other dangers inherent in drilling for oil and natural gas. Any of these events can be the result of human error. With increasing frequency, our products and services are deployed on more challenging prospects both onshore and offshore, where the occurrence of the types of events mentioned above can have aan ~~substantial~~even ~~adverse~~more catastrophic impact on ~~upon~~people, equipment and the ~~particular~~environment. ~~industry~~These inrisks ~~which~~could weexpose ~~may~~us ~~operate~~to ~~subsequent~~substantial liability for personal injury, wrongful death, property damage, loss of oil and natural gas production, pollution and other environmental damages and could expose us to a variety of claims, losses and remedial obligations. In addition, interruption of customer activity as a result of such events could adversely affect our financial ~~initial~~condition, ~~business~~results ~~combination~~of operations and cash flows.

~~Alternatively,~~If if we ~~determine~~do tonot ~~simultaneously~~effectively ~~acquire~~or ~~several~~efficiently ~~businesses~~integrate ~~and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on~~ the ~~simultaneous~~operations ~~closings~~ of ~~the~~businesses other business combinations, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or ~~products of the acquired~~ companies ~~in a single operating business. If~~ we ~~are unable to adequately address these risks~~acquire, ~~it could negatively impact~~ our ~~profitability~~future ~~and~~growth ~~results~~will ofbe ~~operations~~limited.

~~The ability~~From oftime ~~our~~to ~~public~~time, ~~shareholders~~we tomay ~~exercise~~evaluate ~~their~~and ~~redemption~~seek ~~rights~~to acquire assets or ~~sell~~businesses that ~~their~~we ~~shares~~believe tocomplement usour inexisting abusiness ~~tender~~and ~~offer~~related assets. We may not ~~allow us~~achieve toexpected ~~effectuate~~returns ~~the~~and ~~most~~other ~~desirable~~benefits ~~business~~as ~~combination~~a orresult ~~optimize~~of ~~our~~various ~~capital~~factors, ~~structure~~including integration and collaboration challenges. The success of any acquisition is subject to various risks, including:

~~If our~~● ~~initial~~the ~~business~~inability ~~combination requires us~~ to ~~use~~integrate ~~substantially~~the ~~all~~operations of ~~our~~recently ~~cash~~acquired toassets; ~~pay~~● the ~~purchase~~diversion ~~price,~~of ~~because~~management’s weattention ~~will~~from ~~not know~~other ~~how~~business ~~many~~concerns; ~~public~~● ~~shareholders~~the ~~may~~failure ~~exercise redemption rights or seek~~ to ~~sell~~realize ~~their~~expected ~~shares~~volumes, ~~to us in a tender offer~~revenues, ~~we may either need to reserve part of the trust account for possible payment upon such redemption or sale~~profitability, or wegrowth; ~~may~~● ~~need~~the tofailure ~~arrange third party financing~~ to ~~help~~realize ~~fund~~any ~~our~~expected ~~initial~~synergies ~~business~~and ~~combination.~~cost ~~For~~savings; ~~instance,~~● ~~in connection with~~ the ~~Business~~coordination ~~Combination in which a portion~~ of ~~the~~geographically ~~cash~~disparate ~~consideration~~organizations, ~~shall come from the remaining funds in the trust account~~systems, weand ~~are~~facilities; ~~negotiating~~● ~~a Backstop Commitment pursuant to which we may draw up to $150 million to help fund~~ the ~~Business~~assumption ~~Combination.~~of Inunknown ~~the~~liabilities; ~~event~~● ~~that~~ the ~~acquisition involves~~loss ~~the issuance~~ of ~~our~~customers ~~shares~~or askey ~~consideration,~~employees; weand ~~may~~● bepotential ~~required~~environmental ~~to issue a higher percentage of our shares to make up for a shortfall in funds. Raising additional funds to cover any shortfall may involve dilutive equity financing~~ or ~~incurring~~regulatory ~~indebtedness at~~liabilities ~~higher~~and ~~than~~title ~~desirable levels~~problems. ~~This may limit our ability to effectuate the most attractive business combination available to us.~~

WeThe ~~may~~assessment beby ~~unable~~our tomanagement ~~consummate an initial business combination if a target business requires that we have a certain amount~~ of ~~cash at~~these ~~closing,~~risks inis ~~which~~inexact ~~case~~and ~~public shareholders~~ may ~~have~~not toreveal ~~remain~~or ~~shareholders~~resolve ofall ~~our~~existing ~~company~~ and ~~wait~~potential ~~until~~risks. ~~our~~Realization ~~redemption~~ of ~~the~~any ~~public shares to receive a pro rata share~~ of ~~the~~these ~~trust~~risks ~~account~~could oradversely ~~attempt~~affect toour ~~sell~~financial ~~their~~condition, ~~shares~~results inof ~~the~~operations ~~open~~and ~~market~~cash flows.

AWe ~~potential~~operate ~~target~~in ~~may make it~~ a ~~closing~~highly ~~condition~~competitive ~~to our initial business combination that we have a certain amount of cash in excess of the $5~~industry,~~000,001~~ ofand ~~net~~many ~~tangible assets we are required to have pursuant to our organizational documents available at the time~~ of ~~closing. If the number of~~ our ~~public~~competitors ~~shareholders~~are ~~electing~~larger tothan ~~exercise their redemption rights has the effect of reducing the amount of money available to~~ us ~~to consummate an initial business combination below such minimum amount required by the target business~~ and we are not able to locate an alternative source of funding, we will not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. In that case, public shareholders may have togreater ~~remain~~resources shareholders of our company and wait the full 24 months in order to be able to receive a pro rata portion of the trust account, or attempt to sell their shares in the open market prior to such time, in which case they may receive less than awe ~~pro rata share of the trust account for their shares~~do.

IfSeveral weof ~~hold~~our aprimary ~~shareholder~~competitors ~~meeting~~are todiversified ~~approve~~multinational ~~any~~companies ~~initial~~with ~~business~~substantially ~~combination,~~larger weoperating ~~will~~staff ~~offer~~and ~~each~~greater ~~public~~capital ~~shareholder~~resources. These ~~the~~larger ~~option~~competitors’ ~~to vote~~greater inresources ~~favor~~could ofallow ~~the~~them ~~proposed~~to ~~business~~better ~~combination~~withstand industry downturns and ~~still~~to ~~seek~~compete ~~redemption~~more effectively on the basis of ~~his~~technology, ~~her~~geographic orscope ~~its~~and ~~shares~~retained skilled personnel.

InIf ~~connection with any meeting held to approve an initial business combination,~~ we ~~will~~are ~~offer~~unable ~~each public shareholder (but not our initial shareholders or the lead investors) the right~~ to ~~have~~keep ~~his,~~pace ~~her~~with ortechnology ~~its~~developments ~~ordinary~~in ~~shares redeemed for cash (subject to~~ the ~~limitations~~ described elsewhere in this report) regardless of whether such shareholder votes for or against such proposed business combination. We will consummate our initial business combination only if we have net tangible assets of at least $5industry,~~000,001~~ ~~upon such~~including ~~consummation~~advancements ~~and, solely if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted~~ in ~~favor~~ ofartificial ~~the business combination. Accordingly~~intelligence, ~~public~~this ~~shareholders~~could ~~owning~~adversely aaffect ~~substantial majority of the shares sold in~~ our IPO may exercise their redemption rights and we could still consummate a proposed business combination so long as a majority of shares voted at the meeting are voted in favor of the proposed business combination. This threshold and the ability to ~~seek~~maintain ~~redemption while~~or ~~voting in favor of a proposed business combination may make it more likely that we will consummate our initial business~~grow ~~combination~~market share.

~~Public~~The ~~shareholders~~oilfield service industry is subject to the introduction of new drilling and completion techniques, services using new technologies, and emissions control requirements that ~~fail~~could yield service innovations, some of which may be subject to ~~vote~~patent ~~either~~or inother ~~favor~~intellectual property protections. Some of these new technologies may be disruptive and lead to the rapid replacement of existing technologies. If we do not invest promptly in emerging technology such as artificial intelligence or ~~against~~fail ato ~~proposed~~manage these technological advancements appropriately, our business ~~combination~~may ~~will~~be ~~not~~adversely affected. We intend to introduce and integrate new technologies and procedures used by North American and European based oilfield service companies; however, we cannot be certain that we will be able to develop and implement new technologies or services on a timely basis or at an acceptable cost. The oilfield service industry is highly competitive and dominated by a few large players that have ~~their~~resources ~~shares~~to invest in new technologies. ~~redeemed~~Our ability to continually provide competitive technology and services can impact our ability to maintain or increase prices for our services, maintain market share, and negotiate acceptable contract terms with our customers. If we are unable to continue to acquire or develop competitive technology or deliver it to our customers in a timely and cost-competitive manner in the various markets we serve, it could adversely affect our financial condition, results of operations, and cash flows.

~~If we hold a meeting to approve a proposed business combination~~FINANCIAL, ~~public shareholders must vote either in favor of or against a proposed~~ ~~business combination in order to have their shares redeemed to cash. If a public shareholder fails to vote in favor of or against a proposed business combination~~REGULATORY, ~~whether~~LEGAL ~~that~~AND ~~shareholder~~COMPLIANCE ~~abstains from the vote or simply does not vote, that shareholder would not be able to have his, her or its ordinary shares so redeemed for cash.~~RISKS

~~Public~~Impairment ~~shareholders,~~in ~~together~~the ~~with~~carrying ~~any~~value ~~affiliates~~ of ~~theirs~~goodwill orcould ~~any~~result ~~other person with whom they are acting~~ in ~~concert~~the orincurrence ~~as a “group,” will be restricted from seeking redemption rights with respect to more than 20%~~ of ~~the~~impairment ~~ordinary shares sold in our IPO~~charges.

InAs ~~connection~~of ~~with~~December ~~any~~31, ~~meeting held to approve an initial business combination~~2025, we ~~will~~had ~~offer~~goodwill ~~each~~of ~~public~~$645.1 ~~shareholder~~million. ~~(but~~We ~~not~~review ~~our initial shareholders or~~ the ~~lead~~carrying ~~investors)~~value ~~the~~of ~~right~~our togoodwill ~~have~~for ~~his,~~impairment ~~her~~annually or ~~its~~more frequently ~~ordinary~~if ~~shares~~certain ~~redeemed~~indicators ~~for~~are ~~cash~~present. ~~Notwithstanding~~ In the ~~foregoing,~~event awe ~~public~~determine ~~shareholder,~~that ~~together~~the ~~with~~value ~~any affiliate~~ of ~~his~~goodwill orhas ~~any~~become ~~other~~impaired, ~~person~~an ~~with whom he is acting in concert~~accounting orcharge asfor athe ~~“group”~~amount ~~will be restricted from seeking redemption rights with respect to more than 20%~~ of the ~~ordinary~~impairment ~~shares sold~~during inthe ~~our~~period ~~IPO. Generally,~~ in ~~this~~which ~~context,~~the adetermination ~~shareholder~~is ~~will~~made bemay ~~deemed to~~ be ~~acting~~recognized. inWhile ~~concert~~we orhave asnot ~~a group with another shareholder~~recorded ~~when~~any ~~such~~impairment ~~shareholders~~charge ~~agree~~for togoodwill ~~act together~~ for the ~~purpose~~periods ofpresented ~~acquiring,~~in ~~voting,~~this ~~holding~~Annual ~~or disposing of our equity securities. Accordingly~~Report, iffuture anchanges ~~investor purchases more than 20% of the ordinary shares sold~~ in our ~~IPO~~business and ~~our~~operations ~~proposed business combination~~or isexternal ~~approved~~market conditions, ~~he/she~~among ~~will~~other ~~not~~factors, becould ~~able~~require us to ~~seek~~record ~~redemption~~an ~~rights~~impairment ~~with~~charge ~~respect~~for togoodwill, ~~the~~which ~~full~~could ~~amount~~lead ofto ~~his/her~~decreased assets ~~shares~~ and ~~may~~reduced beincome. ~~forced to~~If ~~hold~~a ~~such~~significant ~~additional~~write-down ~~shares~~is orrequired, ~~sell them in~~ the ~~open~~charge ~~market.~~could ~~The~~have ~~value~~a ofmaterial ~~such~~adverse ~~additional~~effect ~~ordinary~~on ~~shares~~our ~~may not appreciate~~financial ~~over~~condition ~~time following our initial business combination,~~ and ~~the~~results ~~market price~~ of ~~our ordinary shares may not exceed the per-share redemption price~~operations.

InWe ~~connection~~may ~~with~~not ~~any~~be ~~shareholder~~fully ~~meeting~~indemnified ~~called~~against tofinancial ~~approve~~losses ain ~~proposed~~all ~~initial~~circumstances ~~business~~where ~~combination,~~damage ~~we may require public shareholders who wish~~ to ~~redeem~~or ~~their~~loss ~~ordinary~~of ~~shares~~property, topersonal ~~comply~~injury, ~~with specific requirements for redemption that may make it more difficult for~~death ~~them~~or toenvironmental ~~exercise~~harm ~~their redemption rights prior to the deadline for exercising their rights~~occur.

InAs ~~connection~~is ~~with~~customary ~~any~~in ~~shareholder~~our ~~meeting called to approve a proposed initial business combination~~industry, ~~each~~our ~~public~~contracts ~~shareholder~~typically ~~(but not~~require that our ~~initial~~customers ~~shareholders~~indemnify orus ~~the~~for ~~lead~~claims ~~investors)~~arising ~~will~~from ~~have~~ the ~~right,~~injury ~~regardless of whether he is voting for~~ or ~~against such~~death ~~proposed~~of ~~business~~their ~~combination,~~employees to(and ~~demand~~those ~~that we redeem his ordinary shares for his pro rata portion~~ of ~~the~~their ~~cash~~other ~~held~~contractors), in the ~~trust account.~~loss Weor ~~may~~damage ~~require~~of ~~public~~their ~~shareholders~~equipment ~~who~~(and ~~wish~~that toof ~~redeem~~ their ~~ordinary~~other ~~shares in connection with a proposed business combination~~contractors), todamage ~~either tender their certificates~~ to ~~our~~the ~~transfer~~well ~~agent~~or atreservoir ~~any~~and ~~time~~environmental ~~prior~~impacts tooriginating ~~the~~from ~~vote taken at~~ the ~~shareholder~~customer’s ~~meeting~~equipment ~~relating to such business combination~~ or tofrom ~~deliver their shares to~~ the ~~transfer~~reservoir ~~agent~~(including ~~electronically~~uncontained oil ~~using~~flow ~~the~~from ~~Depository~~a ~~Trust~~reservoir) ~~Company’s DWAC~~and ~~(Deposit/Withdrawal~~claims Atarising ~~Custodian)~~from ~~System.~~catastrophic Inevents, ~~order~~such toas ~~obtain~~ a ~~physical~~well ~~stock certificate~~blowout, ~~a shareholder’s broker and/or clearing broker~~fire, ~~DTC~~explosion and ~~our~~from ~~transfer~~environmental ~~agent~~impacts ~~will need to act to facilitate this request. It is our understanding that shareholders~~below ~~should generally allot at least two weeks to obtain physical certificates from~~ the ~~transfer agent~~surface. ~~However~~Conversely, ~~because~~ we dotypically ~~not have~~indemnify ~~any~~our ~~control~~customers ~~over~~for ~~this~~claims ~~process~~arising orfrom ~~over~~ the ~~brokers~~injury or ~~DTC,~~death itof ~~may~~our ~~take~~employees, ~~significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through~~ the ~~DWAC System, this may not~~loss beor ~~the~~damage ~~case.~~of ~~Accordingly,~~our ifequipment it(other ~~takes longer~~ than weequipment ~~anticipate~~lost ~~for~~in ~~shareholders~~the tohole) ~~deliver~~or ~~their~~environmental ~~shares,~~impacts ~~shareholders~~originating ~~who~~from ~~wish to~~our ~~redeem~~equipment ~~may~~above bethe ~~unable~~surface toof ~~meet~~ the earth ~~deadline~~or ~~for exercising their redemption rights and thus may be unable to redeem their shares~~water.

Our indemnification arrangements may not protect us in every case. For example, from time to time we may enter into contracts with less favorable indemnities or perform work without a contract that protects us. Our indemnity arrangements may also be held to be overly broad in some courts and/or contrary to public policy in some jurisdictions, and to that extent unenforceable. Additionally, some jurisdictions which permit indemnification nonetheless limit its scope by statute. We may be subject to claims brought by third parties or government agencies with respect to which we are not indemnified. Furthermore, the parties from which we seek indemnity may not be solvent, may become bankrupt, may lack resources or insurance to honor their indemnities or may not otherwise be able to satisfy their indemnity obligations to us. The lack of enforceable indemnification could expose us to significant potential liability and losses.

Further, our assets generally are not insured against loss from political violence such as war, terrorism or civil unrest. If any of our assets are damaged or destroyed as a result of an uninsured cause, we could recognize a loss of those assets.

~~If,~~We operate in ~~connection~~multiple ~~with~~countries ~~any~~and ~~shareholder~~earn ~~meeting~~revenue ~~called~~in todifferent ~~approve~~currencies aand ~~proposed~~as ~~business~~such ~~combination,~~may webe ~~require~~exposed ~~public~~to ~~shareholders~~risks ~~who wish~~arising tofrom ~~redeem~~fluctuating ~~their~~exchange rates ~~ordinary~~and ~~shares~~currency tocontrol ~~comply~~restrictions, ~~with~~which ~~the~~may ~~delivery~~limit ~~requirements~~our ~~for~~ability ~~redemption,~~to ~~such~~reinvest ~~redeeming~~earnings ~~shareholders~~from ~~may be~~operations ~~unable~~in toone ~~sell~~country ~~their~~to ~~securities~~fund ~~when~~the capital ~~they~~needs ~~wish~~of toour operations in ~~the~~other ~~event~~countries ~~that~~or ~~the~~to ~~proposed~~repatriate ~~business~~assets ~~combination~~from issome ~~not approved~~countries.

IfA weportion ~~require~~of ~~public~~our ~~shareholders~~consolidated ~~who~~revenue ~~wish to redeem their ordinary shares to comply with specific delivery requirements for redemption described above~~ and ~~such~~consolidated ~~proposed~~operating ~~business~~expenses ~~combination~~ is ~~not~~in ~~consummated,~~foreign ~~we will promptly return such certificates to the tendering public shareholders~~currencies. ~~Accordingly,~~As ~~investors who attempted to redeem their shares in such~~ a ~~circumstance~~result, ~~will be unable to sell their securities after the failed acquisition until~~ we ~~have~~will ~~returned their securities to them. The market price for our shares may decline during this time and investors may not~~ be ~~able~~subject to ~~sell their securities when they wish to~~ risks, ~~even while other shareholders that did not seek redemption may be able to sell their securities.~~including:

~~Because of~~● ~~our~~foreign ~~structure,~~currency ~~other~~exchange ~~companies~~risks ~~may~~resulting ~~have~~from achanges ~~competitive~~in ~~advantage~~foreign currency exchange rates and wethe ~~may~~implementation ~~not~~of exchange controls; and ● potential limitations that might be ~~able~~imposed on our ability to ~~consummate~~reinvest anearnings ~~attractive~~from ~~business combination~~operations in one country to fund the capital needs of our operations in other countries.

WeIn ~~expect~~the tofuture, ~~encounter~~we ~~intense~~may ~~competition~~enter ~~from~~into ~~entities~~foreign ~~other~~currency ~~than~~hedging ~~blank~~contracts ~~check companies having a business objective similar~~ to ~~ours,~~ ~~including~~reduce ~~private~~foreign ~~equity~~currency ~~funds and operating businesses competing for acquisitions~~volatility. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technicalHowever, ~~human and other resources than~~ we currently do ~~and our financial resources will be relatively limited~~not ~~when~~maintain ~~contrasted~~foreign ~~with~~currency ~~those~~hedging ofcontracts ~~many of these competitors. While we believe that there are numerous potential target businesses that we could acquire~~ with ~~the~~respect ~~net proceeds of our IPO, our ability~~ to ~~compete in acquiring certain sizable target businesses will be limited by~~ our ~~available~~foreign ~~financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore~~currencies, ~~seeking~~and ~~shareholder~~any ~~approval~~contracts ofwe ~~our~~may ~~initial~~enter ~~business~~into ~~combination~~ may ~~delay~~ ~~the~~not ~~consummation~~fully mitigate ~~of a transaction. Additionally, the insider shares and~~ our ~~outstanding~~foreign ~~warrants,~~currency ~~and the future dilution they represent~~risk, may ~~not~~prove bedisadvantageous ~~viewed~~or ~~favorably by certain target businesses. Any of the foregoing~~ may ~~place~~create usadditional ~~at a competitive disadvantage in successfully negotiating our initial business combination~~risks.

~~Our ability~~Changes toin ~~consummate~~international antax ~~attractive~~laws ~~business~~and ~~combination~~the ~~may~~ongoing beimplementation ~~impacted~~of byglobal ~~the~~minimum ~~market~~tax ~~for~~rules ~~initial~~could ~~public~~increase ~~offerings~~our tax liabilities and compliance costs and adversely affect our results of operations.

~~Our~~We ~~efforts~~have toa ~~identify~~presence ain ~~prospective~~over ~~target~~16 ~~business~~countries. ~~will~~Consequently, ~~not~~we beare ~~limited~~subject to ~~any~~the ~~particular~~jurisdiction ~~industry~~of ora ~~geographic~~significant ~~region,~~number ~~although~~of taxing itauthorities. isThe ~~very~~income ~~likely~~earned ~~that~~in ~~our~~these ~~target~~various ~~will~~jurisdictions ~~want~~is totaxed beon adiffering ~~public~~bases, ~~reporting~~including ~~company.~~income Ifactually ~~the~~earned, ~~market~~income deemed ~~for initial public offerings is limited~~earned, we ~~believe~~and ~~there~~revenue-based ~~will~~tax bewithholding. aThe ~~greater~~final ~~number~~determination of ~~attractive~~our ~~target~~income ~~businesses~~tax ~~open~~liabilities toinvolves ~~being~~the ~~acquired~~interpretation of bylocal ustax aslaws, atax ~~means~~treaties, toand ~~achieve~~related ~~publicly held~~regulations ~~status.~~in ~~Alternatively~~each jurisdiction, ifas ~~the~~well ~~market~~as ~~for~~the ~~initial~~significant ~~public~~use ~~offerings~~of isestimates ~~robust,~~and assumptions weregarding ~~believe~~the ~~that~~scope ~~there~~of ~~will~~future beoperations ~~fewer~~and ~~attractive target~~the ~~businesses~~nature ~~amenable~~of toincome ~~being~~earned ~~acquired~~and byexpenditures usincurred. toChanges ~~become~~in athe operating ~~public~~environment, ~~reporting~~including ~~company.~~changes ~~Accordingly,~~in ~~during~~or ~~periods~~new ~~with~~interpretations ~~strong public~~of ~~offering~~tax ~~markets~~laws, itcould ~~may~~impact bethe ~~more~~determination ~~difficult~~of ~~for~~our usincome totax liabilities ~~complete~~for anthe ~~initial business combination~~year.

WeThe ~~may~~Organization befor ~~unable~~Economic toCo-operation ~~obtain~~and ~~additional~~Development ~~financing,~~(“OECD”) ifhas ~~required,~~issued toa ~~complete~~series ~~our~~of ~~initial~~reports ~~business~~and ~~combination~~guidance oraddressing base erosion and profit shifting (“BEPS”), which are intended to ~~fund~~limit ~~the~~perceived ~~operations~~tax avoidance by multinational enterprises. These initiatives have driven significant changes in tax laws and ~~growth~~regulations in many of the ~~target~~jurisdictions ~~business,~~in which ~~could~~we ~~compel~~operate, usincreased scrutiny by tax authorities, and reduced the ability of multinational enterprises to ~~restructure~~engage orin ~~abandon~~tax aplanning ~~particular~~strategies ~~business~~historically ~~combination~~available to them.

~~Pursuant~~A tocentral ~~the~~component proposed arrangement with the Backstop Investor, we anticipate that we will have the ability to draw up to $150 million to cover redemptions, fund the cash consideration for the Business Combination, and provide additional working capital following the closing of the ~~Business~~OECD’s ~~Combination.~~BEPS ~~Although~~initiative weis ~~believe that~~ the ~~net~~global ~~proceeds~~minimum oftax ~~our IPO~~framework, ~~together~~commonly ~~with~~referred ~~the proceeds received pursuant~~ to ~~the~~as ~~Backstop~~Pillar ~~Commitment~~Two, ~~will be sufficient to allow us to consummate the Business Combination, in the event~~which ~~that the Business Combination~~ is ~~not~~intended consummated (and thus the Backstop Commitment will not be consummated), we cannot ascertain the capital requirements for any particular transaction. In addition, if the Business Combination is not consummated and we attempt to ~~consummate~~ensure anthat ~~alternative~~large ~~business~~multinational ~~combination,~~groups ifare ~~the~~subject ~~net proceeds of our IPO prove~~ to bea ~~insufficient,~~minimum ~~either~~effective ~~because~~tax ~~of the~~rate ~~size~~ of ~~the~~15% ~~business~~on ~~combination, the depletion of the available net proceeds in search of~~ a ~~target business, or the obligation~~jurisdiction-by-jurisdiction ~~to redeem for cash a significant number of ordinary shares, we will be required to seek additional financing~~basis. ~~Such~~In ~~financing~~October ~~may not be available on acceptable terms~~2021, ifmore atthan ~~all.~~130 Tojurisdictions ~~the~~agreed ~~extent~~in ~~that~~principle ~~additional financing proves~~ to bethe ~~unavailable~~Pillar ~~when~~Two ~~needed to consummate a particular business combination~~framework, ~~we would be compelled to either restructure the transaction or abandon that particular business combination~~ and ~~seek an alternative target business candidate. In addition, if we consummate~~ a ~~business~~growing ~~combination, we~~number ~~may require additional financing to fund the operations or growth~~ of ~~the target business. The failure to secure additional~~countries ~~financing could~~ have aenacted, ~~material adverse effect on the continued development~~ or ~~growth~~are ofin the ~~target~~process ~~business. None~~ of ~~our officers~~enacting, ~~directors~~ orlegislation ~~Sponsor is required~~ to ~~provide~~implement ~~any~~these ~~financing to us in connection with or after our initial business combination~~rules.

~~Our~~During ~~initial~~2025, ~~shareholder~~certain ~~controls~~jurisdictions in which we operate, including the UAE, Kuwait, Bahrain, and Qatar, introduced Domestic Minimum Top-Up Taxes (“DMTT”), which are designed to ensure that income earned locally is subject to a ~~substantial~~minimum ~~interest~~effective tax rate. In addition, Qatar and Oman have implemented Income Inclusion Rules (“IIR”), which permit tax authorities to impose top-up tax at the level of a parent entity where the effective tax rate of constituent entities in usother jurisdictions falls below the minimum threshold. Further, other jurisdictions in which we have a presence, including the UK, the Netherlands, and ~~thus~~Indonesia, have implemented Undertaxed Profits Rules (“UTPR”), which may result ~~influence~~in ~~certain~~additional ~~actions~~top-up ~~requiring~~taxes being allocated to those jurisdictions where income is not otherwise subject to tax under a ~~shareholder~~qualified IIR ~~vote~~or DMTT.

~~Our~~The ~~Sponsor~~implementation ~~owns~~of ~~approximately~~these ~~20%~~rules significantly increases the complexity of our ~~issued~~global ~~and~~tax ~~outstanding~~structure ~~ordinary~~and ~~shares.~~may ~~Although~~result ~~there~~in isincreased nocurrent tax ~~commitment~~liabilities, toreduced docash soflows, ~~our~~higher ~~Sponsor~~compliance and administrative costs, ~~officers,~~ ~~directors~~and orincreased ~~their~~volatility ~~affiliates~~in ~~may~~our ~~purchase~~effective ~~securities~~tax ~~from~~rate. The ~~persons~~application inof the ~~open~~Pillar ~~market~~Two orframework ininvolves ~~private~~complex ~~transactions~~calculations, tosignificant judgments, and reliance on financial information from multiple jurisdictions, which increases the ~~extent~~risk ~~permitted~~of byerrors, ~~law.~~inconsistent Ininterpretations, ~~connection~~and disputes with ~~any~~tax ~~vote~~authorities. ~~for~~In addition, adifferences ~~proposed~~in ~~business~~how ~~combination~~jurisdictions interpret, ~~our~~enact, ~~Sponsor~~and administer these rules, as well as ~~all~~changes ofin ~~our~~guidance over time, may ~~officers~~result ~~and~~in ~~directors~~unexpected tax exposures, ~~have~~double ~~agreed~~taxation, toand/or ~~vote~~additional ~~all~~top-up ~~ordinary~~taxes ~~shares~~that ~~owned~~we bymay ~~them~~not inbe ~~favor~~able ofto ~~such~~mitigate ~~proposed~~through ~~business~~tax ~~combination~~credits or other relief mechanisms.

We continue to evaluate the potential impact of these developments; however, we cannot predict with certainty the manner, or the full extent to which Pillar Two rules will apply to us. As a result, these developments could materially increase the amount of taxes we are required to pay and adversely affect our results of operations, financial condition, and cash flows.

Lack of consolidation of our fiscal results in a taxpaying jurisdiction prevents offsetting some losses against taxable profits.

As a result of our legal entity structure, annual fiscal losses in one of our subsidiaries may not be eligible to be offset against profits in another subsidiary within the same jurisdiction to reduce consolidated tax liabilities.

The owners of NESR ordinary shares are subject to tax risks due to the possibility of changes in tax rules and regulations in foreign countries.

Holders of our ordinary shares may be subject to taxation in multiple jurisdictions, including the jurisdictions in which we operate and in which our subsidiaries are organized. Changes in tax laws, regulations, treaties, or administrative interpretations in any relevant jurisdiction, including changes in the tax treatment of dividends, capital gains, withholding taxes, or other distributions, could adversely affect the tax consequences of an investment in our ordinary shares. In addition, changes to cross-border tax rules, anti-avoidance measures, minimum tax regimes, or information-reporting requirements could increase compliance burdens or result in additional taxes for shareholders. These developments may reduce the after-tax return on an investment in our ordinary shares and could adversely affect the market price of our shares. Prospective investors are urged to consult their own tax advisors regarding the tax consequences of an investment in our ordinary shares in light of their particular circumstances.

If our subsidiaries are unable to comply with the restrictions and covenants in their debt agreements, they could default under the terms of such agreements, which could result in an acceleration of repayment.

If our subsidiaries are unable to comply with the restrictions and covenants in their debt agreements, they could default under the terms of these agreements. Our subsidiaries’ ability to comply with these restrictions and covenants, including meeting financial ratios and tests, may be affected by events beyond their control. As a result, we cannot assure that our subsidiaries will be able to comply with these restrictions and covenants or meet such financial ratios and tests.

~~Our~~If ~~board~~our ofsubsidiaries ~~directors~~are isunable ~~divided~~to ~~into~~generate ~~two~~sufficient ~~classes,~~cash ~~each~~flow ofand ~~which~~are ~~generally~~otherwise ~~serves~~unable ~~for~~to aobtain ~~term~~funds necessary to meet required payments of ~~two~~principal, ~~years~~premium ~~with~~(if ~~only~~any), ~~one~~and ~~class~~interest ofon their indebtedness, or if they otherwise fail to comply with the various ~~directors~~covenants, ~~being~~including ~~elected~~financial and operating covenants in ~~each~~the ~~year.~~instruments Itgoverning istheir ~~unlikely~~indebtedness ~~that~~they ~~there~~could ~~will~~default beunder anthe terms ~~annual~~of ~~meeting~~the agreements governing such indebtedness. In the event of ~~shareholders~~such toa ~~elect~~default, ~~new~~the ~~directors prior~~holders of such indebtedness could elect to declare all the ~~consummation~~funds ofborrowed ~~our~~thereunder ~~initial~~to ~~business~~be ~~combination~~due and payable, intogether ~~which~~with ~~case~~accrued ~~all~~and ofunpaid interest, the ~~current~~lenders ~~directors~~under ~~will~~our subsidiaries’ ~~continue~~debt inagreements ~~office~~could terminate their commitments to lend, cease making further loans, seize collateral and ~~until~~institute atforeclosure ~~least~~proceedings ~~the~~against ~~consummation~~their ofassets, ~~the~~and ~~business~~our ~~combination~~subsidiaries could be forced into bankruptcy or liquidation. ~~Accordingly~~If any of these events occur, inthe ~~investor~~assets ~~may~~of our subsidiaries might not be ~~able~~sufficient to ~~exercise~~repay ~~his/her~~in ~~voting rights~~full ~~under~~all ~~corporate~~of ~~law~~their ~~for~~outstanding upindebtedness and we may be unable to 24find ~~months~~alternative financing. IfEven ~~there~~if iswe ancould ~~annual~~obtain ~~meeting~~alternative financing, ~~our~~it ~~Sponsor,~~might ~~because~~not ofbe ~~its~~on ~~ownership~~terms ~~position,~~that are ~~will~~favorable ~~have~~or ~~considerable~~acceptable ~~influence~~to ~~regarding~~us ~~the~~or ~~outcome~~our subsidiaries. ~~Accordingly~~Additionally, ~~our~~we ~~Sponsor~~may ~~will~~not ~~continue~~be able to ~~exert~~amend ~~control~~their atdebt ~~least~~agreements ~~until the~~or ~~consummation~~obtain ofneeded waivers ~~our~~on ~~initial~~satisfactory ~~business combination~~terms.

IfTo weservice doour ~~not~~indebtedness, ~~hold~~we anmay ~~annual~~require ~~meeting~~a ofsignificant ~~shareholders~~amount ~~until after the consummation~~ of ~~our initial business combination~~cash, ~~shareholders will~~and ~~not~~our beability ~~afforded an opportunity~~ to ~~elect~~generate ~~directors~~cash ~~and~~will todepend ~~discuss~~on ~~company~~many ~~affairs~~factors ~~with~~beyond our ~~management until such time~~control.

~~Unless~~Our ~~otherwise~~ability ~~required~~to bymake ~~law~~payments oron ~~the~~and ~~NASDAQ~~to ~~Capital~~refinance ~~Market,~~our wesubsidiaries’ doindebtedness ~~not~~and ~~currently~~to ~~intend~~fund toplanned ~~call~~capital anexpenditures ~~annual~~depends in ~~meeting~~part ofon ~~shareholders~~our ~~until after~~ability weto ~~consummate~~generate ~~our~~cash ~~initial~~in ~~business~~the ~~combination~~future. InOur ~~accordance~~growth ~~with~~and ~~the~~capital ~~NASDAQ~~expenditure ~~rules~~plan require substantial capital, aand ~~newly~~any inability ~~listed~~to ~~company~~obtain ~~not~~such ~~previously subject~~capital could lead to a ~~requirement~~decline in our ability to ~~hold~~sustain anour ~~annual~~current ~~meeting~~business, isaccess ~~required~~new toservice ~~hold~~markets or ~~its~~grow ~~first~~our ~~annual~~business. ~~meeting~~Our ~~within~~subsidiaries’ ~~one~~debt ~~year~~is ~~after~~required ~~its~~to ~~first fiscal~~be ~~year-end~~repaid ~~following~~through ~~listing,~~an ~~unless~~installment ~~such~~structure ~~company~~that ismay aunduly ~~foreign~~strain our ~~private~~ability ~~issuer.~~to Ifmeet our ~~shareholders~~growth ~~want~~objectives. usOur ability to ~~hold~~service asuch ~~meeting prior~~indebtedness is, to ~~our~~a ~~consummation~~certain ofextent, ~~our~~subject ~~initial~~to ~~business~~general economic, ~~combination~~financial, ~~they~~competitive, ~~may~~legislative, doregulatory soand byother ~~members~~factors ~~holding~~that ~~not~~are ~~less~~beyond ~~than~~our ~~30%~~control. ofWe ~~voting~~cannot ~~rights~~provide assurance inthat ~~respect~~we ofwill ~~the~~generate ~~matter~~sufficient ~~for~~cash ~~which~~flow ~~the~~from ~~meeting~~operations, isthat ~~requested~~we ~~making~~will arealize ~~request~~operating inimprovements ~~writing~~on toschedule, ~~the~~or ~~directors~~that infuture borrowings ~~accordance~~will ~~with~~be ~~Section 82(2)~~available ofto ~~the~~us ~~Companies~~in ~~Act.~~an ~~Under~~amount ~~British~~sufficient ~~Virgin~~to ~~Islands~~enable ~~law,~~us weto ~~may~~service ~~not~~and ~~increase~~repay ~~the~~our ~~required~~subsidiaries’ ~~percentage~~indebtedness or to ~~call~~fund atheir ~~meeting~~other ~~above 30%~~liquidity needs. ~~Until~~If we ~~hold~~are anunable ~~annual~~to ~~meeting~~satisfy ofour ~~shareholders,~~subsidiaries’ ~~public~~debt ~~shareholders~~obligations, we may ~~not~~have ~~be afforded the opportunity~~ to ~~elect directors~~undertake ~~and~~alternative tofinancing ~~discuss~~plans, ~~company~~such ~~affairs with management.~~as:

~~Our outstanding~~● ~~warrants~~refinancing ~~may~~or ~~have~~restructuring antheir ~~adverse~~debt; ~~effect~~● onselling ~~the~~assets; ~~market~~● ~~price~~reducing ofor ~~ordinary~~delaying ~~shares~~capital ~~and~~investments; ~~make~~or it● ~~more~~seeking ~~difficult~~ to ~~effect~~raise ~~a business~~additional ~~combination~~capital.

WeCollection ~~have issued warrants to purchase 11,460,850 ordinary shares as part~~ of ~~the~~receivables ~~units~~from ~~offered~~work ~~and~~performed ~~sold in our IPO and the private warrants to purchase up to 6,309,340 ordinary shares. We~~ may ~~also~~not ~~issue~~be ~~additional~~sufficient ~~warrants~~ to ~~our~~fund ~~Sponsor, officers, directors or their affiliates upon redemption of promissory notes issued to such entities or individuals for loans made to supplement our~~ working capital ~~requirements, as described elsewhere in this report~~needs. ToWe ~~the~~have ~~extent~~arranged wefinancing issue ordinary shares to effect a business combination, the potential for the issuance of a substantial number of additional shares upon exercise of these warrants could make us a less attractive acquisition vehicle in ~~the~~anticipation ~~eyes~~ of ~~a target business. Such securities, when exercised, will increase the number of~~ ~~issued and outstanding ordinary shares and reduce the value of the shares issued to complete the business combination. Accordingly,~~ our ~~warrants~~projected ~~may~~cash ~~make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally~~requirements, ~~the~~but ~~sale,~~events orbeyond ~~even~~our ~~the~~control ~~possibility of sale, of the shares underlying the warrants~~ could ~~have~~cause ancash ~~adverse~~collection ~~effect on the market price for our securities or on our ability~~ to ~~obtain~~be ~~future~~less ~~financing.~~than Ifprojected and tocause ~~the~~us ~~extent these warrants are exercised,~~not ~~you~~to ~~may~~meet ~~experience~~our ~~dilution~~subsidiaries’ todebt ~~your holdings~~obligations.

We ~~may~~cannot ~~redeem~~provide assurance that any additional refinancing or debt restructuring would be possible, that any assets could be sold or that, if sold, the ~~warrants~~timing atof athe ~~time~~sales and the amount of proceeds realized from those sales would be favorable to us or that isadditional ~~not~~financing could ~~beneficial~~be obtained on acceptable terms. Our inability to ~~public~~generate ~~investors~~sufficient cash flows to satisfy the debt obligations, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects. For more information on our outstanding indebtedness and the terms and conditions related thereto, please see Note 10, Debt, to the consolidated financial statements.

We may call the public warrants for redemption at any time after the redemption criteria described elsewhere in this report have been satisfied. If we call the public warrants for redemption, public shareholders may be forced to accept a nominal redemption price or sell or exercise the warrants when they may not wish to do so.

Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

If we call our public warrants for redemption after the redemption criteria described elsewhere in this report have been satisfied, our management will have the option to require any holder that wishes to exercise its warrant (including any warrants held by our Sponsor, officers, directors or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company.

If our security holders exercise their registration rights, it may have an adverse effect on the market price of our ordinary shares and the existence of these rights may make it more difficult to effect our initial business combination.

The holders of the insider shares are entitled to demand that we register the resale of the insider shares and the holders of the private warrants are entitled to demand that we register the resale of the private warrants (and underlying securities) and any securities our Sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to us. The presence of these additional securities trading in the public market may have an adverse effect on the market price of our securities. In addition, the existence of these rights may make it more difficult to effectuate our initial business combination or increase the cost of acquiring the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for our ordinary shares.

IfOur weborrowings ~~are~~under ~~deemed~~our tovarious beloan anagreements ~~investment~~and ~~company,~~other wefinancing ~~may~~arrangements beexpose ~~required~~us to ~~institute~~interest ~~burdensome~~rate ~~compliance~~risk ~~requirements~~ and ~~our~~such ~~activities~~arrangements also ~~may~~include berestrictive ~~restricted,~~covenants ~~which~~that may ~~make~~impact itour ~~difficult~~subsidiaries’ ~~for~~ability us to ~~complete~~make ~~our~~distributions ~~initial~~to ~~business combination~~us.

AOur ~~company~~earnings ~~that,~~are ~~among~~exposed ~~other~~to ~~things,~~interest israte orrisk ~~holds~~associated ~~itself~~with ~~out~~$312.3 asmillion ~~being~~in ~~engaged~~borrowings ~~primarily,~~under orour ~~proposes~~various toloan ~~engage~~agreements ~~primarily,~~and inother financing ~~the~~arrangements ~~business~~ as of ~~investing,~~December ~~reinvesting~~31, ~~owning,~~2025. ~~trading~~Each ~~or holding certain types~~ of ~~securities~~these ~~would~~arrangements berequires ~~deemed an investment company under~~ the ~~Investment~~payment ~~Company Act~~ of ~~1940.~~floating ~~Since~~interest werates ~~will invest the proceeds held in the trust account, it is possible that we could~~based beupon ~~deemed~~short-term aninterest ~~investment~~rate ~~company~~indices. ~~Notwithstanding~~If ~~the~~interest ~~foregoing~~rates increase, weso dowill ~~not believe that~~ our ~~anticipated~~interest ~~principal activities will subject us to the Investment Company Act of 1940. To this end~~costs, ~~the~~which ~~proceeds held in the trust account~~ may behave ~~invested by the trustee only in United States government treasury bills, notes or bonds having~~ a ~~maturity~~material ~~of 180 days or less, in money market funds meeting~~adverse ~~the~~effect ~~applicable~~on ~~conditions~~our ~~under~~financial ~~Rule~~condition ~~2a-7 promulgated under the Investment Company Act of 1940~~ and ~~that~~results ~~invest solely in U.S. treasuries or in demand deposit accounts. By restricting the investment~~ of ~~the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act of 1940~~operations.

IfAdditionally, wethe ~~are~~terms ~~nevertheless~~of ~~deemed~~these tofinancing bearrangements, anincluding ~~investment company under~~ the ~~Investment~~restrictive ~~Company~~covenants ~~Act of 1940~~therein, we may berestrict ~~subject~~the toability ~~certain restrictions~~of ~~that~~our ~~may~~subsidiaries to make itdistributions ~~more~~to ~~difficult~~us, ~~for~~which uscould tomaterially ~~complete~~adversely affect our ~~initial~~liquidity ~~business~~and ~~combination,~~financial ~~including:~~condition.

●We are ~~restrictions~~exposed onto the ~~nature~~credit risk of our ~~investments;~~customers and ●counterparties, ~~restrictions~~and delay, non-payment, and/or non-performance by our customers could have an adverse effect on ~~the~~our ~~issuance~~financial condition, results of ~~securities~~operations, or cash flows.

InWe ~~addition~~are subject to risks of loss resulting from non-payment or non-performance by our customers and other counterparties. Customers may also delay payments by imposing complex administrative processes, weby disputing or rejecting invoices, or through other means. Any increase in the non-payment and non-performance by our customers could adversely affect our financial condition, results of operations, or cash flows. Lower commodity prices may ~~have~~result ~~imposed~~in ~~upon~~a significant reduction in the liquidity of our customers and their ability to make payment or perform on their obligations to us. ~~certain~~Furthermore, ~~burdensome~~some ~~requirements~~of our customers may be leveraged and subject to their own operating and regulatory risks, ~~including:~~which increases the risk that they may default on their obligations to us.

●Limitations on ~~registration~~our asability anto ~~investment~~protect ~~company;~~our ●intellectual ~~adoption~~property ~~of a specific form of corporate structure; and ● reporting~~rights, ~~record~~including ~~keeping,~~our ~~voting,~~trade ~~proxy~~secrets, ~~compliance~~could ~~policies~~cause ~~and~~a ~~procedures~~loss ~~and~~in ~~disclosure~~revenue ~~requirements~~ and ~~other~~any ~~rules and regulations~~competitive advantage.

~~Compliance~~Some ~~with~~of ~~these~~our ~~additional~~products ~~regulatory~~or ~~burdens~~services, ~~would~~and ~~require~~the ~~additional~~processes ~~expense~~they ~~for~~use ~~which~~to weproduce or provide products and services, constitute trade secrets and confidential know how. We may lose employees who have knowledge of important trade secrets and who may not ~~allotted~~be prohibited in the relevant countries in which they work from using such trade secrets to compete with us. Our business may be adversely affected if any acquired patents are unenforceable, the claims allowed under their patents are not sufficient to protect our technology, our patent applications are denied, or our trade secrets are not adequately protected. In addition, our competitors may be able to independently develop technology that is similar to the technology used by us without infringing on our patents or gaining access to our trade secrets, which could adversely affect our financial condition, results of operations, and cash flows.

We ~~are~~may ~~not~~be subject to ~~the~~litigation ~~supervision~~if ofanother ~~the~~party ~~Financial~~claims ~~Services~~that ~~Commission~~we ofhave ~~the~~infringed ~~British~~upon ~~Virgin~~such ~~Islands~~party’s ~~and~~intellectual soproperty ~~our shareholders are not protected by any regulatory inspections in the British Virgin Islands~~rights.

WeThe ~~are~~tools, ~~not~~techniques, anmethodologies, ~~entity~~programs ~~subject~~and tocomponents ~~any~~that ~~regulatory~~we ~~supervision~~use into ~~the~~provide ~~British~~our ~~Virgin~~services ~~Islands~~may byinfringe upon the ~~Financial~~intellectual ~~Services~~property rights ~~Commission~~of others. ~~As a~~Infringement claims may result, ~~shareholders~~in ~~are~~significant ~~not~~legal ~~protected~~and byother ~~any~~costs ~~regulatory~~and ~~supervision~~may ordistract ~~inspections~~our bymanagement ~~any~~from ~~regulatory~~running ~~agency~~our core inbusiness. ~~the~~Royalty ~~British Virgin~~payments ~~Islands~~under licenses from third parties, if available, and wedeveloping ~~are~~non-infringing ~~not~~technologies would increase our costs. If licenses were required toand ~~observe~~not ~~any~~available, ~~restrictions~~we inmight ~~respect~~not ofbe ~~our~~able ~~conduct~~to ~~save~~continue asproviding ~~disclosed~~a inparticular ~~this~~service ~~report~~ or ~~our~~product, ~~amended~~which could ~~and~~adversely ~~restated~~affect ~~memorandum~~our ~~and~~financial ~~articles~~condition, results of ~~association~~operations, and cash flows.

IfEnvironmental wecompliance ~~are~~costs ~~unable~~and toliabilities ~~consummate~~could ~~our~~reduce ~~initial business combination,~~ our ~~public~~earnings ~~shareholders~~and ~~may~~cash beavailable ~~forced~~for ~~to wait up to 24 months before redemption from our trust account~~operations.

IfWe we are ~~unable~~subject to ~~consummate~~increasingly ~~our~~stringent ~~initial~~laws ~~business~~and ~~combination~~regulations byrelating ~~May~~to ~~17, 2019, which is 24 months from~~ the ~~closing~~importation ofand ~~our~~use, ~~IPO~~storage, we ~~will~~handling, ~~as promptly as reasonably possible but not more than ten business days thereafter~~transportation, ~~distribute the aggregate amount then~~and ondisposal ~~deposit~~of inhazardous ~~the~~materials, ~~trust~~radioactive ~~account~~materials, ~~including~~chemicals ~~interest~~and ~~earned (net of taxes payable)~~explosives, ~~pro~~and ~~rata~~ to ~~our~~environmental ~~public~~protection ~~shareholders~~and byhealth ~~way~~and safety, ofincluding ~~redemption~~laws and ~~cease~~regulations ~~all~~governing ~~operations~~air ~~except~~emissions, ~~for~~hydraulic ~~the~~fracturing, ~~purposes~~water ofand ~~winding~~other updischarges ofand ~~our~~waste ~~affairs~~management byand ~~way of a voluntary liquidation,~~natural ~~as further described herein~~resources. ~~Any~~For ~~redemption~~more ofinformation, ~~public~~see ~~shareholders~~our ~~from~~regulatory ~~the~~disclosures ~~trust~~titled ~~account~~“Environmental ~~shall~~Regulation” ~~be effected automatically by function of our amended~~ and ~~restated~~“Health ~~memorandum~~ and ~~articles of association prior to our commencing any voluntary liquidation~~Safety Regulation.” IfWe weexpect ~~are required~~ to ~~liquidate~~incur ~~prior~~capital toand ~~distributing~~operating ~~the~~costs ~~aggregate amount then on deposit in the trust account pro rata~~ to ~~our public shareholders, then such winding up, liquidation and distribution must~~ comply with ~~the~~environmental ~~applicable~~laws ~~provisions~~and ~~of the Companies Act~~regulations. InThe ~~that~~technical ~~case,~~requirements ~~investors may be forced to wait beyond 24 months before the redemption proceeds~~ of ~~our~~these ~~trust~~laws ~~account become available to them,~~ and ~~they~~regulations ~~receive~~are ~~the~~becoming ~~return~~increasingly ofcomplex, ~~their~~stringent ~~pro~~and ~~rata~~expensive ~~portion~~to ~~of the proceeds from our trust account~~implement. WeFurther, ~~have no obligation to return funds to investors prior to~~ the ~~date~~environmental ofregulatory ~~our~~landscape ~~redemption~~has orbecome ~~liquidation~~increasingly ~~unless~~unpredictable weand ~~consummate~~divergent ~~our~~across ~~initial business combination prior thereto~~ and ~~only then in cases where investors have sought to redeem their ordinary shares. Only upon our redemption or any liquidation~~within ~~will~~foreign ~~public~~jurisdictions, ~~shareholders~~increasing becompliance ~~entitled to distributions if we are unable to complete our initial business combination~~costs.

IfOur operations use and generate hazardous substances and waste. Accordingly, we ~~are~~could ~~deemed~~become subject to bematerial ~~insolvent,~~liabilities ~~distributions~~relating to the investigation and clean-up of potentially contaminated properties, and to claims alleging personal injury or ~~part~~property damage as the result of ~~them~~exposures to, or releases of, hazardous substances or waste. Applicable laws may beprovide ~~delayed~~for ~~while~~“strict ~~the~~liability” for ~~insolvency~~remediation ~~liquidator~~costs, ~~determines~~damages to natural resources or threats to public health and safety. Strict liability can render a party liable for damages without regard to negligence or fault on the ~~extent~~part of the party. Some environmental laws provide for joint and several liabilities for remediation of ~~potential~~spills ~~creditor~~and ~~claims~~releases of hazardous substances and wastes. InJoint ~~these~~and ~~circumstances,~~several ~~prior~~liability ~~payments~~can ~~made~~render byone ~~the~~party ~~company~~liable ~~may~~for all bedamages ~~deemed~~arising ~~“voidable~~from ~~transactions~~a spill or release even if other parties also contributed to the spill or release.”

If we do not complete our initial business combination by May 17, 2019, this will trigger an automatic redemption of public shareholders from the trust account pursuant to our amended and restated memorandum and articles of association.

~~However,~~In ifaddition, atstricter ~~any~~enforcement ~~time we are deemed insolvent for the purposes~~ of ~~the~~existing ~~Insolvency~~laws ~~Act~~and ~~(i.e.~~regulations, ~~(i)~~new welaws ~~fail~~and toregulations, ~~comply with~~ the ~~requirements of~~discovery ~~a statutory demand that has not been set aside under section 157~~ of ~~the~~previously ~~Insolvency~~unknown ~~Act; (ii) execution or other process issued~~contamination ~~on a judgment, decree~~ or ~~order of a British Virgin Islands Court in favor of a creditor of~~ the ~~company~~imposition ~~is returned wholly or partly unsatisfied; or (iii) either the value~~ of ~~the~~new ~~company’s liabilities exceeds its assets,~~ or ~~the~~increased ~~company~~requirements iscould ~~unable~~require tous ~~pay its debts as they fall due), we are required~~ to ~~immediately~~incur ~~enter insolvent liquidation. In these circumstances~~costs, abecome ~~liquidator will~~the bebasis ~~appointed who will give notice to our creditors inviting them to submit their claims~~ for ~~payment,~~new byor ~~notifying~~increased known creditors (if any) who have not submitted claims and by placing a public advertisement in at least one newspaper published in the British Virgin Islands and in at least one newspaper circulating in the location where the company has its principal place of businessliabilities, ~~and~~subject ~~taking~~us any other steps he considers appropriate, after which our assets would be distributed. Following the process of insolvent liquidation, the liquidator will complete its final report and accounts and will then notify the Registrar. The liquidator may determine that he requires additional time to ~~evaluate~~certain ~~creditors’~~government-imposed ~~claims~~penalties ~~(particularly if there is uncertainty over the validity~~ or ~~extent of the claims of any creditors). Also, a creditor or shareholder may file a petition with the British Virgin Islands Court which, if successful, may~~ result in ~~our~~certain ~~liquidation~~licenses being ~~subject to the supervision of that court~~revoked. ~~Such~~Any ~~events might delay distribution~~ of ~~some~~these ordevelopments ~~all~~could of reduce our ~~assets~~earnings toand ~~our~~cash ~~public~~available ~~shareholders.~~for Inoperations ~~such~~or ~~liquidation~~otherwise ~~proceedings,~~result ~~the funds held~~ in ~~our~~interruptions ~~trust~~or ~~account~~delays ~~may be included~~ in our ~~estate~~operations ~~and~~that ~~subject~~could tohave ~~the~~an ~~claims of third parties with priority over the claims of~~adverse ~~our~~effect ~~shareholders.~~on ~~To the extent any such claims deplete the trust account we cannot assure investors we will be able to return to~~ our ~~public~~financial ~~shareholders the amounts otherwise payable to them~~position.

IfWe wecould ~~are deemed insolvent, then there are also limited circumstances where prior payments made to shareholders or other parties may~~ be ~~deemed~~subject to besubstantial aliability ~~“voidable~~claims, ~~transaction”~~which ~~for~~could ~~the~~adversely ~~purposes~~affect ofour ~~the~~financial ~~Insolvency Act. A voidable transaction would be~~condition, ~~for~~results ~~these purposes, payments made as “unfair preferences” or “transactions at an undervalue.” Where a payment was a risk~~ of ~~being a voidable transaction~~operations, aand ~~liquidator appointed over an insolvent company could apply to the British~~cash ~~Virgin Islands Court for an order, inter alia, for the transaction to be set aside as a voidable transaction in whole or in part~~flows.

~~Our~~The ~~initial~~technical ~~shareholders~~complexities ~~have~~of ~~waived~~our ~~their~~operations ~~right~~expose us to ~~participate~~a inwide ~~any~~range ~~liquidation~~of ~~distribution~~significant ~~with~~health, ~~respect~~safety toand ~~the~~environmental ~~initial shares~~risks. We ~~will~~Our ~~pay the costs of our liquidation~~ products and ~~distribution~~service ofofferings ~~the~~involve ~~trust~~production-related ~~account~~activities, ~~from~~radioactive ~~our~~materials, ~~remaining~~chemicals, ~~assets outside of the trust account. In addition~~explosives, ~~our~~and ~~Sponsor~~other ~~has~~equipment ~~agreed~~and services that itare ~~will~~deployed bein ~~liable~~challenging toexploration, usdevelopment, ~~for~~and ~~all~~production ~~claims~~environments. ofAn ~~creditors~~accident toinvolving ~~the~~these ~~extent~~services ~~that~~or ~~we fail~~equipment, toor ~~obtain~~a ~~executed~~failure ~~waivers~~of ~~from~~a ~~such~~product, ~~entities~~could incause ~~order~~personal toinjury, ~~protect~~loss ~~the~~of ~~amounts held in trust~~life, ~~except~~damage as to ~~any~~or ~~claims~~destruction ~~under our indemnity~~ of ~~the underwriters of our IPO against certain liabilities~~property, ~~including~~equipment ~~liabilities~~or ~~under~~ the ~~Securities Act. However~~environment, weor ~~have~~suspension ~~not~~of ~~independently~~operations. ~~verified~~Our ~~whether~~insurance ~~our~~may ~~Sponsor~~not ~~has~~protect ~~sufficient~~us ~~funds~~against toliability ~~satisfy~~for ~~its~~certain ~~obligations~~kinds ~~and~~of ~~believe~~events, ~~that~~including ~~our~~events ~~Sponsor’s~~involving ~~only~~pollution, ~~assets~~or ~~are~~against ~~securities~~losses ofresulting ~~our~~from ~~company~~business interruption. WeMoreover, ~~have~~we may not ~~asked~~be ~~our~~able ~~Sponsor~~ to ~~reserve~~maintain insurance for ~~such~~certain ~~indemnification obligations. We cannot~~risks ~~assure~~or ~~our~~at ~~investors~~levels ~~that~~of ~~the~~risk ~~liquidator~~coverage ~~will~~or ~~not~~policy ~~determine~~limits that hewe ordeem ~~she~~adequate. ~~requires~~Any ~~additional~~damages ~~time~~caused toby ~~evaluate~~our ~~creditors’ claims~~services ~~(particularly~~or ifproducts ~~there~~that isare ~~uncertainty~~not ~~over~~covered by ~~the~~insurance ~~validity~~ or ~~extent~~are ofin ~~the~~excess ~~claims~~ of ~~any~~policy ~~creditors).~~limits ~~We also cannot assure our investors that a creditor~~ or ~~shareholder~~subject ~~will~~to ~~not~~substantial ~~file a petition with the British Virgin Islands Court which~~deductibles, ifcould ~~successful, may~~adversely ~~result~~affect in our ~~liquidation~~financial ~~being subject to the supervision of that court. Such events might delay distribution of some or~~condition, ~~all~~results of ~~our~~operations, ~~assets~~and tocash ~~our public shareholders~~flows.

IfDemand wefor ~~are~~our ~~deemed~~products toand services could be ~~insolvent,~~reduced ~~distributions~~by ~~made~~existing toand ~~public~~future ~~shareholders,~~legislation or ~~part of them, from our trust account may be subject to claw back in certain circumstances~~regulations.

IfEnvironmental weadvocacy dogroups ~~not complete our initial business combination by May 17, 2019,~~ and ~~instead~~regulatory ~~distribute~~agencies ~~the aggregate amount then on deposit~~ in the ~~trust~~U.S. ~~account,~~and ~~including~~other ~~interest~~countries ~~earned~~have ~~(net~~been offocusing ~~taxes~~considerable ~~payable)~~attention ~~pro~~on ~~rata~~the toemissions ~~our public shareholders by way~~ of carbon ~~redemption~~dioxide, it ~~will~~methane beand ~~necessary~~other ~~for~~greenhouse ~~our~~gases ~~directors~~and totheir ~~pass~~role ain ~~board~~climate ~~resolution~~change. ~~approving~~Existing ~~the~~or ~~redemption~~future oflegislation ~~those ordinary shares~~ and ~~the~~regulations ~~payment~~related ~~of the proceeds~~ to ~~public~~greenhouse ~~shareholders.~~gas ~~Such~~emissions ~~board resolutions are required to confirm that we satisfy the solvency test prescribed by the Companies Act (namely that our assets exceed our liabilities;~~ and ~~that~~climate wechange, ~~are~~as ~~able~~well ~~to pay our debts~~ as ~~they~~government ~~fall~~or ~~due). If,~~private ~~after~~sector ~~the~~initiatives ~~redemption proceeds are paid~~ to ~~public~~conserve ~~shareholders,~~energy itor ~~transpires~~promote ~~that our financial position at~~ the ~~time was such~~ ~~that~~use itof ~~did~~alternative ~~not~~energy ~~satisfy the solvency test~~sources, ~~the~~or ~~Companies~~reduce ~~Act~~greenhouse ~~provides~~gas ~~a mechanism by which those proceeds could be recovered from public shareholders. However~~emissions, ~~the~~may ~~Companies~~significantly ~~Act~~curtail ~~also~~demand ~~provides for circumstances where such proceeds could not be subject to claw back, namely where (a) the public shareholders received the proceeds in good faith~~ and ~~without~~production ~~knowledge~~ of ~~our~~fossil ~~failure to satisfy~~fuels ~~the~~such ~~solvency~~as ~~test;~~oil ~~(b)~~and anatural ~~public~~gas ~~shareholder altered its position~~ in ~~reliance~~areas of the ~~validity~~world ofwhere ~~the~~our ~~payment~~customers ofoperate ~~the~~and ~~proceeds;~~thus ~~or (c)~~adversely itaffect ~~would~~future bedemand ~~unfair~~for toour ~~require~~services. For ~~repayment~~more ofinformation, ~~the~~see ~~proceeds~~our inregulatory ~~full~~disclosure ortitled at“Environmental ~~all~~Regulation.”

~~The~~Some ~~requirement~~international, ~~that~~national, westate, ~~complete~~and ~~our~~local ~~initial~~governments ~~business~~and ~~combination~~agencies ~~within~~have 24also ~~months~~adopted ~~from~~laws and regulations or are evaluating proposed legislation and regulations that are focused on the ~~closing~~extraction of ~~our~~shale ~~IPO~~gas ~~may~~or ~~give~~oil ~~potential~~using hydraulic fracturing. Hydraulic fracturing ~~target~~is ~~businesses~~a ~~leverage~~stimulation ~~over~~treatment usroutinely performed on oil and natural gas wells in ~~negotiating~~low-permeability reservoirs. Specially engineered fluids with proppants are pumped at high pressure and rate into the reservoir interval to be treated, causing cracks in the target formation. Future hydraulic fracturing-related legislation or regulations could limit or ban hydraulic fracturing, or lead to operational delays and increased costs, including for the capture of fugitive methane emissions, and therefore reduce demand for our pressure ~~initial~~pumping ~~business~~services. ~~combination~~If such additional international, national, state, or local legislation or regulations are enacted, it could adversely affect our financial condition, results of operations, and cash flows.

We have 24 months from the closing of our IPO, or May 17, 2019, to complete our initial business combination. Any potential target business with which we enter into negotiations concerning a business combination will be aware of this requirement. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete a business combination with that particular target business, we may be unable to complete a business combination with any other target business. This risk will increase as we get closer to the time limit referenced above.

We may not obtain a fairness opinion with respect to the target business that we seek to acquire and therefore investors may be relying solely on the judgment of our board of directors in approving a proposed business combination.

Although we have received a fairness opinion in connection with the proposed Business Combination, we are only required to obtain a fairness opinion with respect to the target business that we seek to acquire if it is an entity that is affiliated with any of our officers, directors or Sponsor. In all other instances, we will have no obligation to obtain an opinion. Accordingly, investors may be relying solely on the judgment of our board of directors in approving a proposed business combination.

WeIncreased ~~may~~attention ~~not be required~~ to ~~obtain~~climate anchange, ~~opinion~~ESG ~~from~~matters anand ~~independent~~conservation ~~investment~~measures ~~banking~~by ~~firm~~regulators asand toinvestors ~~the~~may ~~fair~~adversely ~~market~~impact ~~value~~our ~~of the target~~ business ~~we are seeking to acquire~~.

WeIncreasing ~~will~~attention ~~not~~to beclimate ~~required~~change, societal expectations on companies to ~~obtain~~address anclimate ~~opinion~~change, ~~from~~investor anand ~~independent~~societal ~~investment~~expectations ~~banking~~regarding voluntary ~~firm~~ESG disclosures, orand ~~another~~consumer ~~independent~~demand ~~entity~~for ~~that~~alternative ~~commonly~~forms of energy may result in increased costs, reduced demand for our ~~renders~~services, ~~valuation~~reduced ~~opinions~~profits, increased investigations and litigation, and negative impacts on ~~the~~our ~~type~~stock ofprice ~~target~~and ~~business~~access weto ~~are~~capital ~~seeking~~markets. Increasing attention to ~~acquire~~climate change and environmental conservation, asfor toexample, ~~the~~may ~~fair~~result ~~market~~in ~~value~~demand ofshifts ~~such~~for ~~target~~oil and natural gas ~~business~~products, ifadditional ~~our~~governmental ~~board~~investigations, ofand ~~directors~~private ~~independently~~litigation ~~determines~~against ~~that~~oil ~~the~~and ~~target~~natural ~~business~~gas ~~complies~~operators. ~~with~~To the ~~80%~~extent ~~threshold.~~that ~~Accordingly,~~societal ~~investors~~pressures ~~will~~or bepolitical ~~relying~~or ~~solely~~other onfactors ~~the~~are ~~judgment~~involved, ofit ~~our~~is ~~board~~possible ofthat ~~directors~~such inliability ~~valuing~~could ~~such~~be ~~target~~incurred ~~business~~without regard to our causation of or ~~businesses~~contribution to the asserted damage, ~~and our~~or ~~board~~to other mitigating factors. All of ~~directors~~these ~~may~~factors ~~not~~have ~~properly~~the ~~value~~potential ~~such~~to ~~target~~adversely ~~business~~affect demand orfor ~~businesses~~our services, our financial condition, results of operations, and cash flows.

~~Resources~~Moreover, ~~could~~while bewe ~~spent~~may ~~researching~~make ~~acquisitions~~voluntary ~~that~~statements regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not ~~consummated~~be representative of current or actual risks or events or forecasts of expected risks or events, ~~which~~including ~~could~~the ~~materially~~costs ~~adversely~~associated ~~affect~~therewith. ~~subsequent~~Such ~~attempts~~expectations and assumptions are necessarily uncertain and may be prone to ~~locate~~error or subject to misinterpretation given the long timelines involved and ~~acquire~~the lack of an established single approach to identifying, measuring and reporting on many ESG matters. Consequently, while we continue to examine potential ESG-related risks and opportunities, set goals, and implement mitigation measures, we cannot guarantee that these efforts will be successful. In addition, as this is a continuously evolving area, we can provide no assurance that our current assessment of ESG-related risks and opportunities is comprehensive or ~~merge~~that ~~with~~the ~~another~~risks ~~business~~we identify and our conclusions about their effects and potential mitigation will not be subject to change.

ItIn isaddition, ~~anticipated~~organizations that ~~the~~provide ~~investigation~~information ofto ~~each~~investors ~~specific~~on ~~target~~corporate ~~business~~governance and ~~the~~related ~~negotiation,~~matters ~~drafting,~~have ~~and~~developed ~~execution~~ratings ~~of relevant~~processes ~~agreements,~~for ~~disclosure~~evaluating ~~documents,~~companies ~~and~~on ~~other~~their ~~instruments~~approach ~~will~~to ~~require~~ESG ~~substantial~~matters. ~~management~~Such ~~time~~ratings ~~and~~are ~~attention~~used ~~and~~by ~~substantial costs~~some ~~for~~investors ~~accountants,~~to ~~attorneys~~inform their investment and ~~others~~voting decisions. IfUnfavorable aESG ~~decision~~ratings isand ~~made~~recent ~~not~~activism todirected ~~complete~~at ashifting ~~specific~~funding ~~business~~away ~~combination,~~from ~~such~~companies aswith ~~the Business~~energy-related ~~Combination,~~assets ~~the~~could lead ~~costs incurred up~~ to ~~that~~increased ~~point~~negative ~~for~~investor ~~the~~sentiment ~~proposed~~toward ~~transaction~~us ~~likely~~and ~~would~~our ~~not~~industry beand ~~recoverable.~~to ~~Furthermore, even~~the ifdiversion anof ~~agreement~~investment ~~is reached relating~~ to aother ~~specific~~industries, ~~target~~which could ~~business~~have ora ~~businesses,~~negative ~~such~~impact ason ~~those~~our instock ~~the~~price ~~proposed~~and ~~Business~~our ~~Combination, we~~access ~~may fail~~ to ~~consummate~~and ~~the~~costs ~~business combination for any number~~ of ~~reasons~~capital. ~~including~~Also, ~~those~~institutional ~~beyond~~lenders ~~our~~may ~~control.~~decide ~~Any~~not ~~such event~~to ~~will~~provide ~~result~~funding infor afossil ~~loss~~fuel toenergy uscompanies ofbased ~~the~~on ~~related~~climate ~~costs~~change ~~incurred~~related concerns, which could ~~materially adversely~~ affect ~~subsequent~~our ~~attempts~~access to ~~locate and acquire or merge with another business~~capital.

WeSome ~~may~~of ~~qualify~~our ascustomers arequire ~~passive~~bids ~~foreign~~for ~~investment~~contracts ~~company~~in the form of long-term, orfixed ~~PFIC~~pricing contracts that require us to assume additional risks associated with cost over-runs, ~~which~~operating ~~could~~cost ~~result~~inflation, inlabor ~~adverse~~availability ~~U.S.~~and ~~federal~~productivity, ~~income~~supplier ~~tax~~and ~~consequences~~contractor pricing and performance, toand ~~U.S.~~potential ~~investors.~~claims for liquidated damages.

IfSome weof ~~are~~our ~~determined~~customers, toprimarily beNOCs, arequire ~~PFIC~~bids for ~~any~~contracts ~~taxable~~in ~~year~~the ~~(or~~form ~~portion~~of ~~thereof)~~long-term, ~~that~~fixed ispricing ~~included~~contracts inthat ~~the~~require ~~holding~~us ~~period~~to ofprovide integrated aproject ~~U.S.~~management ~~Holder of~~services outside our ~~securities,~~normal ~~the~~discrete ~~U.S.~~businesses ~~Holder~~acting ~~may~~as beproject ~~subject~~managers as well as service providers, and require us to ~~increased~~assume ~~U.S.~~additional ~~federal~~risks ~~income~~associated ~~tax~~with ~~liability~~cost ~~and~~over-runs. ~~may~~In beaddition, ~~subject~~NOCs tooften ~~additional~~operate in countries with unsettled ~~reporting~~political ~~requirements.~~conditions, ~~For~~war, ~~purposes~~civil unrest, or other types of ~~this~~community ~~analysis,~~issues athat USmay ~~Holder~~also isresult ~~defined~~in ascost over-runs, delays, and project losses.

● an individual citizen or resident of the United States;

● a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

● an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

● a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

A foreign (i.e., non-U.S.) corporation will be a passive foreign investment company, or PFIC, for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our initial taxable year ending December 31, 2017. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (in our case, our taxable year ending December 31, 2017), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year (in our case, our taxable years ending December 31, 2018 and December 31, 2019); and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxable year ending December 31, 2018. Even if our initial business combination is completed during our taxable year ending December 31, 2018, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as well as any passive income and assets of the businesses acquired in the business combination. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (and in general, the PFIC rules would continue to apply to any US Holder who held our ordinary shares or warrants at any time we were considered a PFIC). If you made or will make a timely “mark to market” election (as described in the PFIC rules) with respect to you ordinary shares you may avoid the adverse tax consequences of owning PFIC shares. However, such “mark-to-market” election is not available for our warrants. We urge you to consult your own tax adviser regarding the possible application of the PFIC rules in your particular circumstances.

An investment in our securities may result in uncertain U.S. federal income tax consequences.

An investment in our securities may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units issued in our IPO, the allocation an investor makes with respect to the purchase price of the unit between the ordinary shares and the warrant to purchase one-half of one ordinary share included in each unit could be challenged by the IRS or the courts. Furthermore, the United States federal income tax consequences of a cashless exercise of warrants included in the units sold in our IPO is unclear under current law. See the section titled “Taxation – United States Federal Income Taxation” for a summary of the principal U.S. federal income tax consequences of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

After our initial business combination, it is likely that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.

It is likely that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

~~Compliance~~Providing services on an integrated basis or long-term may also require us to assume additional risks associated with ~~the~~operating ~~Sarbanes~~cost inflation, labor availability and productivity, supplier pricing and performance, and potential claims for liquidated damages. We might rely on third-~~Oxley~~party ~~Act~~subcontractors and equipment providers to assist our customers with the completion of ~~2002~~these ~~requires~~types ~~substantial~~of ~~financial~~contracts. ~~and~~To ~~management~~the ~~resources~~extent that we cannot engage subcontractors or acquire equipment or materials in a timely manner and on reasonable terms or on terms consistent with the customer contract, our ability to complete a project in accordance with stated deadlines or at a profit may ~~increase~~be impaired. If the ~~time~~amount we are required to pay for these goods and services exceeds the amount we have estimated in bidding for fixed-price work, we could experience losses in the performance of these contracts. These delays and additional costs may be substantial, and we may be required to compensate our customers for these delays. This may reduce the profit to be realized or result in a loss on a project and adversely affect our financial condition, results of ~~completing~~operations, anand ~~acquisition~~cash flows.

~~Section~~Our ~~404~~failure of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires that we evaluate and report on our system of internal controls and may require that we have such system of internal controls audited. If we fail to ~~maintain~~comply ~~the~~with ~~adequacy~~complex ~~of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or shareholder litigation~~U. ~~Any inability to provide reliable financial reports could harm our business~~S. Section 404 of the Sarbanes-Oxley Act may require that our independent registered public accounting firm report on management’s evaluation of our system of internal controls. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and ~~costs necessary~~foreign tolaws complete any such acquisition. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and ~~reporting~~regulations ~~in the future,~~ could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a ~~negative~~material adverse effect on ~~the trading price of~~ our ~~stock~~operations.

We are ansubject ~~“emerging~~to ~~growth~~complex ~~company”~~U.S. and weforeign ~~cannot~~jurisdictions’ belaws ~~certain~~and ifregulations, such as the ~~reduced~~U.S. ~~disclosure~~Foreign ~~requirements~~Corrupt ~~applicable~~Practices Act and various other anti-bribery and anti-corruption laws. At this time, while the U.K. Bribery Act has not been adopted to ~~emerging~~apply to ~~growth~~BVI companies, ~~will~~it ~~make~~applies to our ~~securities~~employees ~~less~~and ~~attractive~~our subsidiaries that are U.K. citizens or residents, including any British overseas territory citizens, and any subsidiaries formed in the U.K. We and our employees may also be subject to ~~investors~~trade controls (including export controls) and sanctions laws and regulations that restrict the movement of people, funds, certain goods, and technologies to, and certain operations in, various countries or dealings with certain persons (individuals and entities). Thus, our ability to transfer funds, people and products among certain countries and engage in certain transactions or activities are subject to maintaining required licenses and complying with these laws and regulations. The internal controls, policies and procedures, and employee training and compliance programs we have implemented to deter prohibited practices may not be effective in preventing employees, contractors, agents or other persons acting on our behalf from violating or circumventing such internal policies or violating applicable laws and regulations. Any determination that we have violated or are responsible for violations of anti-bribery, trade controls, sanctions or anti-corruption laws could have a material adverse effect on our financial condition and may result in fines and penalties, sanctions, administrative remedies or restrictions on business conduct, and could have a material adverse effect on our reputation and our business.

WeRegulatory ~~are~~enforcement anand ~~“emerging~~accountability ~~growth~~mechanisms ~~company,”~~have assteadily ~~defined~~changed in the ~~JOBS~~financial ~~Act.~~landscape ~~We will remain an “emerging growth company”~~ for upcompanies toorganized ~~five~~in ~~years.~~the ~~However, if our non-convertible debt issued within a three-year period exceeds $1~~BVI.0 ~~million~~One ~~or revenues~~major ~~exceeds~~regulatory ~~$1.07~~development ~~billion,~~came orin ~~the~~2014 ~~market~~following ~~value~~the ofenactment ~~our~~in ~~ordinary shares that are held by non-affiliates exceeds $700 million on~~ the ~~last~~U.S. ~~day~~ of the ~~second~~Foreign ~~fiscal~~Account ~~quarter~~Tax ofCompliance ~~any~~Act ~~given~~(“FATCA”) which ~~fiscal~~was ~~year,~~designed weprimarily ~~would cease~~ to bereduce antax ~~emerging~~evasion ~~growth~~by ~~company as of the following fiscal year~~U.S. Aspersons anusing ~~emerging~~overseas ~~growth~~accounts ~~company,~~and wefinancial ~~are~~services ~~not~~entities ~~being~~or ~~required~~institutions. FATCA torequires ~~comply~~certain ~~with~~types ~~the auditor attestation requirements~~ of ~~section~~foreign ~~404~~entities ofto ~~the~~identify ~~Sarbanes-Oxley~~and ~~Act,~~report wespecific ~~have~~information ~~reduced~~to ~~disclosure~~the ~~obligations~~United ~~regarding~~States ~~executive~~Internal ~~compensation~~Revenue ~~in our periodic~~Service ~~reports~~(“IRS”) ~~and~~about ~~proxy~~U.S. ~~statements,~~taxpayers ~~and we are exempt from the requirements of~~ holding aforeign ~~nonbinding~~accounts ~~advisory vote on executive compensation~~ and ~~shareholder~~financial ~~approval of any golden parachute payments not previously approved~~assets. WeThe ~~cannot~~reporting ~~predict~~obligations ifunder ~~investors~~FATCA ~~will~~were ~~find our~~directly ~~ordinary~~implemented ~~shares~~into ~~less~~BVI ~~attractive~~Law ~~because~~in ~~we may rely on these provisions. If some investors find our ordinary shares less attractive as a result~~2014, ~~there~~in ~~may~~relation beto aBVI ~~less~~entities ~~active~~carrying ~~trading~~on ~~market~~certain ~~for our shares and our share price may be more volatile~~activities.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

We may re-incorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction will likely govern all of our material agreements and we may not be able to enforce our legal rights.

In connection with our initial business combination, we may relocate the home jurisdiction of our business from the British Virgin Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction would likely govern all of our material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States or the British Virgin Islands. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Any such reincorporation and the international nature of our business will likely subject us to foreign regulation.

Investors may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited, because we are formed under British Virgin Islands law.

We are a company formed under the laws of the British Virgin Islands. As a result, it may be difficult for investors to enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the British Virgin Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under British Virgin Islands law are governed by the Companies Act and the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived from English common law, and whilst the decisions of the English courts are of persuasive authority, they are not binding on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, while statutory provisions do exist in British Virgin Islands law for derivative actions to be brought in certain circumstances, shareholders in BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred.

~~The~~Another ~~British~~key ~~Virgin~~regulatory ~~Islands~~change ~~Courts~~came following the BVI’s implementation of the “Common Reporting Standard” (“CRS”) into its financial services legislation and oversight. CRS reporting in the BVI commenced during the second half of 2017. CRS obligations were specifically designed to fight against tax evasion, and, as with FATCA, the CRS system requires certain types of financial services entities or institutions established in the CRS jurisdiction to report certain financial account information to their national tax or other relevant authority, who then share that information automatically on an annual basis with other CRS partner jurisdictions. We are not ~~also~~currently ~~unlikely:~~required to comply with either CRS or FATCA.

●We toare ~~recognize~~subject orto ~~enforce~~sanctions ~~against~~and usexport ~~judgments~~control ofregimes ~~courts~~adopted ofby the ~~United States based on certain civil liability provisions of~~ U.S. ~~securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;~~ and ●other ~~to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U~~jurisdictions.~~S. securities laws that are penal in nature.~~

~~There is~~We noare ~~statutory~~subject ~~recognition~~to inlaws, reporting requirements and sanctions imposed by the ~~British~~U.S. ~~Virgin~~or ~~Islands~~by ofother ~~judgments~~jurisdictions ~~obtained~~where inwe ~~the~~do ~~United~~business ~~States,~~that ~~although~~may ~~the~~restrict ~~courts~~or prohibit us, certain of ~~the~~our affiliates, and our employees, ~~British~~agents, ~~Virgin~~and ~~Islands~~other ~~will~~representatives, from doing business in certain ~~circumstances~~countries, ~~recognize~~with ~~such~~certain aindividuals ~~foreign~~or ~~judgment~~entities, including in the oil and ~~treat~~natural itgas assector, aor ~~cause~~engaging ofin ~~action~~certain transactions or activities. Countries in ~~itself~~the Middle East, Asia, and Africa are among the locations in which the U.S., the United Nations, the UK and the EU have imposed economic sanctions that may restrict or impede contracting and other transactions or dealings involving identified sanctioned countries or parties. We cannot predict what sanctions might be ~~sued~~imposed in ~~upon~~the asfuture aagainst ~~debt~~any atcountry ~~common~~in ~~law~~which sowe or our subsidiaries might operate or might receive contracts for performing services. In addition, the U.S. Commerce Department and State Department administer export controls that noregulate ~~retrial~~the types of ~~the~~commodities ~~issues~~and ~~would~~technologies that can be ~~necessary~~sold or provided ~~that:~~to certain countries or recipients if such commodities are subject to U.S. jurisdiction. Such export controls are modified from time to time and can change without notice. Trade restrictions, export controls and sanctions could adversely impact our potential income, existing business operations, or our ability to pursue new undeveloped business objectives.

●The U.S. government has implemented mechanisms to collect information from issuers related to certain business activities that might be sanctionable under the various U.S. ~~court~~sanctions ~~issuing~~programs. Section 219 of the ~~judgment~~Iran ~~had~~Threat ~~jurisdiction~~Reduction inand Syria Human Rights Act of 2012 requires an annual or quarterly “219 Report” to be filed with the ~~matter~~SEC by any issuer, and requires the company ~~either~~to ~~submitted~~disclose certain business activities relating to ~~such~~U.S. ~~jurisdiction~~sanctions, orwhich ~~was~~includes ~~resident~~certain oractivities ~~carrying~~involving onthe ~~business~~Iranian ~~within~~energy ~~such~~sector, ~~jurisdiction~~even ~~and~~if ~~was~~the ~~duly~~activity ~~served~~is ~~with~~not ~~process;~~prohibited by ●U.S. sanctions for the ~~judgment~~foreign iscompany. ~~final~~Such ~~and~~reporting ~~for~~of aany ~~liquidated~~future ~~sum;~~activities ●that ~~the~~we ~~judgment~~or ~~given~~our subsidiaries may engage in, could initiate an investigation by the U.S. ~~court~~government ~~was~~and ~~not~~require inus ~~respect~~to ofengage ~~penalties,~~counsel ~~taxes,~~to ~~fines~~monitor or ~~similar~~respond ~~fiscal~~to orsuch ~~revenue~~investigations. ~~obligations~~A of219 ~~the~~Report ~~company;~~is required ●for knowingly engaging in ~~obtaining~~certain ~~judgment~~activities, ~~there~~including ~~was~~activities nothat ~~fraud~~constitute onan investment in the ~~part~~Iranian energy sector of $5 million each, or in the ~~person~~aggregate of over $20 million in ~~whose~~a ~~favor~~12-month ~~judgment~~period, ~~was~~among ~~given~~other types of transactions. A 219 Report is also required for knowingly engaging in any transaction with certain individuals or onentities identified in the ~~part~~U.S. Department of the Treasury’s ~~court;~~Office ●of ~~recognition~~Foreign orAssets ~~enforcement~~Control’s (“OFAC”) List of ~~the~~Specially ~~judgment~~Designated ~~would~~Nationals ~~not~~(“SDNs”) and beBlocked ~~contrary~~Persons to(“SDN ~~public~~List”), ~~policy~~whether or not located in Iran, depending on the ~~British~~reason ~~Virgin~~such ~~Islands;~~persons ~~and~~were ●designated ~~the~~as SDNs. ~~proceedings~~The ~~pursuant~~risk toof ~~which~~an ~~judgment~~investigation ~~was~~or ~~obtained~~inadvertent ~~were~~action ~~not~~that ~~contrary~~relates to ~~natural~~sanctionable ~~justice~~activity could increase costs and have an adverse impact on financial conditions and results of operations.

InOur ~~appropriate~~operations ~~circumstances,~~in athe ~~British~~Middle ~~Virgin~~East ~~Islands~~and ~~Court~~other ~~may~~countries ~~give~~could ~~effect~~require inus ~~the~~to ~~British~~incur ~~Virgin~~additional ~~Islands~~costs in order to ~~other~~comply ~~kinds~~with ofU.S., ~~final foreign~~UK ~~judgments~~and ~~such~~EU sanctions-related asregulations ~~declaratory~~restricting ~~orders,~~or ~~orders~~prohibiting ~~for~~activities ~~performance~~with ofcertain ~~contracts~~individuals and ~~injunctions~~entities or in certain jurisdictions.

AsThe U.S. government, the UK government and the EU have established lists of persons (individuals and entities) with which engaging in business with a ~~result~~person of(individuals ~~all~~and ofentities) subject to the ~~above~~jurisdiction of such government authority is prohibited without a license. For example, ~~public~~the ~~shareholders~~property ~~may~~and ~~have~~interests ~~more~~in ~~difficulty~~property of persons identified on the SDN List are blocked when in ~~protecting~~the ~~their~~U.S. ~~interests~~or in the ~~face~~possession or control of ~~actions~~U.S. persons. U.S. persons are broadly prohibited from ~~taken~~engaging in transactions or dealings of any nature with persons on the SDN List or with entities owned 50 percent or more (directly or indirectly) by ~~management~~persons on the SDN List. Non-U.S. persons are also prohibited from engaging in transactions or ~~controlling~~dealings ~~shareholders~~with ~~than~~persons ~~they~~on the ~~would~~SDN asList ~~public~~or ~~shareholders~~with ofentities aowned 50 percent or more (directly or indirectly) by persons on the SDN List, if such transactions or dealings involve U.S. ~~company~~persons or activity occurring from, through or within the U.S. ~~For~~In addition, non-U.S. persons can become subject to so-called “secondary sanctions” for significant dealings outside the U.S. with U.S. sanctions targets, even if such dealings have no U.S. nexus. OFAC may designate an individual or entity on the SDN List for a ~~discussion~~variety of reasons, depending on the applicable sanctions ~~certain~~program ~~differences~~that ~~between~~serves as the ~~provisions~~authority offor the ~~Companies~~designation. ~~Act,~~There ~~remedies~~is ~~available~~no advance notice or advance due process for the listed person. If any person were to ~~shareholders~~be ~~and~~added to the ~~laws~~SDN ~~applicable~~List, no U.S. persons could be involved (directly or indirectly) in contracting with or providing services to, or otherwise engaging in transactions or dealings involving, such listed person or entities owned 50% or more (directly or ~~companies~~indirectly) ~~incorporated~~by such listed person without prior authorization. Disclosure in ~~the~~a ~~United~~219 ~~States~~Report ~~and~~is ~~their~~also ~~shareholders,~~required ~~see~~for ~~“British~~knowingly ~~Virgin~~engaging ~~Islands~~in ~~Company~~any transaction ~~Considerations~~or dealing with certain SDNs.”

The provisions of our amended and restated memorandum and articles of association relating to the rights and obligations attaching to our ordinary shares may be amended prior to the consummation of our initial business combination with the approval of the holders of 65% (or 50% if for the purposes of approving, or in conjunction with, the consummation of our initial business combination) of our outstanding ordinary shares attending and voting on such amendment at the relevant meeting, which is a lower amendment threshold than that of many blank check companies. It may be easier for us, therefore, to amend our memorandum and articles of association to facilitate the consummation of our initial business combination that a significant number of our shareholders may not support.

Many blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s shareholders. Typically, amendment of these provisions requires approval by between 90% and 100% of the company’s public shareholders. Our amended and restated memorandum and articles of association provide that, prior to the consummation of our initial business combination, the provisions related to pre-business combination activity and the rights and obligations attaching to the ordinary shares may be amended if approved by holders of 65% (or 50% if approved in connection with our initial business combination) of our outstanding ordinary shares attending and voting on such amendment. Prior to our initial business combination, if we seek to amend any provisions of our memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote on any proposed amendments to our memorandum and articles of association. Other provisions of our memorandum and articles of association may be amended prior to the consummation of our initial business combination if approved by a majority of the votes of shareholders attending and voting on such amendment or by resolution of the directors. Following the consummation of our initial business combination, the rights and obligations attaching to our ordinary shares and other provisions of our memorandum and articles of association may be amended if approved by a majority of the votes of shareholders attending and voting on such amendment or by resolution of the directors. Our initial shareholders, which beneficially own 20% of our ordinary shares as of the date of this report, will participate in any vote to amend our memorandum and articles of association and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our memorandum and articles of association which govern our pre-business combination and the rights and obligations attaching to the ordinary shares more easily that many blank check companies, and this may increase our ability to consummate an initial business combination with which a shareholder does not agree. However, we and our directors and officers have agreed not to propose any amendment to our memorandum and articles of association that would affect the substance and timing of our obligation to redeem the public shares of any public shareholder without the consent of that holder if we are unable to consummate our initial business combination by May 17, 2019.

~~Our~~Similarly, ~~amended~~the UK government publishes a UK Sanctions List, which provides details of those persons designated under the UK Sanctions and ~~restated~~Anti-Money Laundering ~~memorandum~~Act 2018, and ~~articles~~the Office of ~~association~~Financial ~~permit~~Sanctions ~~the~~Implementation ~~board~~(“OFSI”) also publishes a Consolidated List of Financial ~~directors~~Sanction Targets, which covers all financial sanctions designations imposed by ~~resolution~~the UK. UK financial sanctions apply to ~~create~~any individual ~~additional~~or ~~classes~~entity within the UK’s territory, or that carry out activities within the UK’s territory. UK nationals and entities, including their overseas branches, must comply with UK sanctions regardless of ~~securities~~where they are located or where their activities take place. Financial sanctions measures can include targeted asset freezes on individuals and entities, ~~including~~which ~~shares~~may prohibit any persons or companies from (1) dealing with ~~rights~~funds or economic resources belonging to, ~~preferences~~or controlled by, ~~designations~~a designated person, or (2) making any funds available, directly, indirectly or otherwise for the benefit of a designated person. Any suspected or actual breach must be reported to the OFSI, and ~~limitations~~breaches asof ~~they~~any ~~determine~~financial ~~which~~sanctions may ~~have~~result anin ~~anti-takeover effect~~significant fines (or carry a penal sentence for individuals).

~~Our~~EU ~~amended~~sanctions ~~and~~also ~~restated~~target ~~memorandum and articles of association permits the board of directors by resolution to amend the memorandum and articles of association to designate rights~~companies, ~~preferences~~groups, ~~designations and limitations attaching to the preferred shares as they determine in their discretion~~organizations, ~~without shareholder approval with respect the terms~~ or ~~the~~individuals ~~issuance.~~through Ifsimilar ~~issued,~~measures ~~the~~including ~~rights, preferences,~~asset ~~designations~~freezes ~~and~~or ~~limitations~~other ~~of the preferred shares would be set by the board of directors and could operate to~~economic ~~the~~measures. ~~disadvantage~~The ofEuropean ~~the~~Commission ~~outstanding~~similarly ~~ordinary~~maintains ~~shares~~an ~~the holders of which would not have any pre~~EU-~~emption~~specific ~~rights~~consolidated inlist ~~respect~~ of ~~such an issue of preferred shares. Such terms could include~~persons, ~~among~~groups ~~others,~~and ~~preferences~~entities assubject to ~~dividends~~EU financial ~~and distributions on liquidation~~sanctions, or ~~could~~with beEU ~~used~~sanctions tobeing ~~prevent~~binding ~~possible~~on ~~corporate~~EU ~~takeovers.~~nationals ~~We may issue some~~ or ~~all~~persons oflocated ~~such preferred shares~~ in ~~connection with our initial business combination. Notwithstanding~~ the ~~foregoing,~~EU weor ~~and~~companies ~~our~~doing ~~directors~~business ~~and~~in ~~officers have agreed not to propose any amendment to our memorandum and articles of association that would affect~~ the ~~substance and timing of our obligation to redeem~~ ~~our public shares if we are unable to consummate our initial business combination by May 17, 2019~~EU.

~~Because~~Although we ~~must~~cannot ~~furnish~~be ~~our~~assured ~~shareholders~~that ~~with~~no ~~target~~individual ~~business~~or ~~financial~~entity ~~statements~~with ~~prepared~~which inor ~~accordance~~ with whom we or ~~reconciled~~our tosubsidiaries ~~U.S.~~conduct ~~generally~~business ~~accepted~~will ~~accounting~~be ~~principles~~identified oron ~~international~~the ~~financial~~SDN ~~reporting~~List ~~standards~~or asother ~~issued~~relevant bydenied party lists in the ~~IASB~~future, we ~~will~~have ~~not~~confirmed bethat ~~able~~ to ~~complete~~the best of our knowledge none of our ~~initial~~key ~~business~~employees, ~~combination~~key vendors, or any companies with ~~prospective~~which ~~target~~we ~~businesses~~are ~~unless~~currently ~~their~~conducting ~~financial~~business, ~~statements~~nor ~~are~~or ~~prepared~~any inof ~~accordance~~our subsidiaries, their key employees, key vendors, or any company with which they are currently conducting business are listed on the SDN List or ~~reconciled~~similar lists toin Uthe EU and UK.S. ~~generally~~If ~~accepted~~any ~~accounting~~customer, ~~principles~~employee or ~~international~~vendor ~~financial~~were ~~reporting~~to ~~standards~~be aslisted ~~issued~~on by the ~~IASB~~SDN List in the future (or similar lists in the EU and UK), we would need to incur costs to seek legal advice, and good-faith related enforcement.

~~The~~We ~~federal~~are ~~proxy~~subject ~~rules require that a proxy statement with respect~~ to alitigation ~~vote~~risks onthat ~~a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. These financial statements~~ may benot ~~required to~~ be ~~prepared~~covered ~~in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued~~ by the IASB, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOBinsurance. We will include the same financial statement disclosure in connection with any tender offer documents we use, whether or not they are required under the tender offer rules. Additionally, to the extent we furnish our shareholders with financial statements prepared in accordance with IFRS, such financial statements will need to be audited in accordance with U.S. GAAP at the time of the consummation of the business combination. These financial statement requirements may limit the pool of potential target businesses we may acquire.

AIn ~~market~~the ~~for~~ordinary course of business, we and our ~~securities~~subsidiaries may ~~not~~become ~~develop~~the subject of various claims, lawsuits, and administrative proceedings seeking damages or other remedies concerning our commercial operations, employees, and other matters. We maintain insurance to cover certain potential losses and are subject to various self-insurance retentions and deductibles under our insurance policies. It is possible, however, that a judgment could be rendered against us in cases in which ~~would~~we ~~adversely~~could ~~affect~~be uninsured and beyond the ~~liquidity~~amounts ~~and~~that ~~price~~we currently have reserved or anticipate incurring for such matters. If we were made a party to lawsuits to which our subsidiaries are currently a party, we could be exposed to one or more judgments that are in excess of what our ~~securities~~management may believe that it should pay and would not likely be covered by insurance. In addition, insurance coverage is increasingly expensive, including with respect to directors’ and officers’ liability insurance, or “D&O insurance.” We may not be able to maintain D&O insurance at a reasonable cost or in an amount adequate to satisfy any liability that may arise.

~~The~~We ~~price of our securities~~ may ~~vary~~be ~~significantly~~unable ~~due~~ to ~~one~~obtain, ormaintain ~~more potential business combinations and general market~~ or ~~economic conditions.~~renew ~~Furthermore,~~permits annecessary ~~active trading market~~ for our ~~securities may never develop or~~operations, ifwhich ~~developed,~~could itinhibit ~~may~~our ~~not~~ability ~~be sustained. Investors may be unable~~ to ~~sell~~do ~~their securities unless a market can be established and sustained~~business.

WeIn ~~may~~order ~~face~~to ~~risks~~perform ~~related~~our operations, we are required to ~~oil~~obtain and ~~gas~~maintain ~~exploration~~a number of government permits, licenses and ~~production~~approvals ~~companies~~with terms and conditions containing a significant number of prescriptive limits and performance standards. While this is a common scenario for foreign investors operating in the region, we must comply with relevant foreign ownership restrictions and/or applicable licenses, permits, and approvals for the operation of foreign owned entities in the jurisdictions of the GCC. The GCC has made efforts to increase local content and in country value requirements. All the permits, licenses, approval limits, and standards require a significant amount of monitoring, record keeping, and reporting in order to demonstrate compliance with the underlying permit, license, approval limit or standard. Noncompliance or incomplete documentation of our compliance status may result in the imposition of fines, penalties and injunctive relief. A decision by a government agency to deny or delay the issuance of a new or existing material permit or other approval, or to revoke or substantially modify an existing permit or other approval, could adversely affect our ability to initiate or continue operations at the affected location or facility. Furthermore, such a decision could adversely affect our financial condition, results of operations, and cash flows.

Business combinations with oil and gas exploration and production companies entail special considerations and risks. If we acquire a target business in the oil and gas exploration and production industry, we may be subject to, and possibly adversely affected by, the following risks:

● our success may be dependent on the prices of oil and natural gas; ● low oil or natural gas prices and the substantial volatility in these prices may adversely affect our financial condition and our ability to meet our capital expenditure requirements and financial obligations; ● our exploration, development and exploitation projects may require substantial capital expenditures that may exceed our cash flows from operations and potential borrowings, and we may be unable to obtain needed capital on satisfactory terms, which could adversely affect our future growth; ● drilling for and producing oil and natural gas are highly speculative and involve a high degree of operational and financial risk, with many uncertainties that could adversely affect our business; ● we may incur indebtedness which could reduce our financial flexibility, increase interest expense and adversely impact our operations and our unit costs; ● our operations may be subject to operational hazards and unforeseen interruptions for which we may not be adequately insured;

●We might ~~our~~require ~~reserves~~additional ~~and~~equity ~~production may be concentrated in a few core areas, such that problems in production and markets relating to a particular area could have a material impact on our business; ● the unavailability~~ or ~~high~~debt ~~cost~~financing ~~of drilling rigs, completion equipment and services, supplies and personnel could adversely affect our ability~~ to ~~establish~~fund ~~and execute exploration and development plans within budget and on a timely basis, which could have a material adverse effect on our financial condition, results of~~ operations and cash flows; ● our oil and natural gas reserves may be estimated and may not reflect the actual volumes of oil and natural gas we will recover, and significant inaccuracies in these reserves estimates /or underlying assumptions could materially affect the quantities and present value of our reserves; ● our identified drilling locations may be scheduled over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling; ● competition in the oil and natural gas industry is intense, which may make it more difficult for us to acquire properties, market oil and natural gas and secure trained personnel; ● our competitors may use superior technology and data resources that we may be unable to afford or that would require a costly investment by us in order to compete with them more effectively; ● strategic relationships upon which we may rely may be subject to change, which may diminish our ability to conduct our operations; ● the marketability of our production may be dependent upon oil and natural gas gathering, processing and transportation facilities owned and operated by third parties, and the unavailability of satisfactory oil and natural gas gathering, processing and transportation arrangements would have a material adverse effect on our revenue; ● financial difficulties encountered by our oil and natural gas purchasers, third party operators or other third parties could decrease our cash flows from operations and adversely affect the exploration and development of our prospects and assets; ● gathering, processing and transportation services are subject to complex federal, state and other laws that could adversely affect the cost, manner or feasibility of conducting our business; ● a component of our growth may come through acquisitions, and our failure to identify or complete future acquisitions successfully could reduce our earnings and hamper our growth; ● we may purchase oil and natural gas properties with liabilities or risks that we did not know about or that we did not assess correctly, and, as a result, we could be subject to liabilities that could adversely affect our results of operations; ● we may incur losses or costs as a result of title deficiencies in the properties in which we invest; ● we may be required to write down the carrying value of our proved properties under accounting rules and these write-downs could adversely affect our financial condition; ● hedging transactions, or the lack thereof, may limit our potential gains and could result in financial losses; ● we may be subject to government regulation and liability, including complex environmental laws, which could require significant expenditures; and ● we may have difficulty managing growth in our business, which could have a material adverse effect on our business, financial condition, results of operations and cash flows and our ability to execute our business plan in a timely fashion.

~~Risks~~We ~~Associated~~may ~~with~~need ~~Acquiring~~access to additional debt or equity capital to fund operations or to fund potential acquisitions. If additional capital is required, we may not be able to obtain debt and/or ~~Operating~~equity financing on terms favorable to us, or at all. The failure to obtain additional funding could result in a ~~Business~~curtailment ~~Outside~~of our operations and future development, which in turn could adversely affect our business, results of operations, ~~the~~and ~~United~~financial ~~States~~condition.

IfThe weassessment ~~effect~~by our ~~initial~~management ~~business~~of ~~combination~~these ~~with~~risks ais ~~company~~inexact ~~located~~and ~~outside~~may ofnot ~~the~~reveal ~~United~~or ~~States,~~resolve weall ~~would~~existing beand ~~subject~~potential torisks. aRealization ~~variety~~of any of ~~additional~~these risks ~~that~~could ~~may~~adversely ~~negatively~~affect ~~impact~~ our financial condition, results of operations and cash flows.

IfAs weof ~~effect~~January ~~our~~1, ~~initial~~2026, ~~business~~we ~~combination~~were ~~with~~no longer a ~~company~~foreign ~~located~~private ~~outside~~issuer and we are required to comply with the provisions of the ~~United~~Exchange ~~States~~Act, and wethe ~~would~~rules beof ~~subject~~Nasdaq, applicable to ~~special considerations~~U.S. ordomestic ~~risks~~issuers, ~~associated~~which ~~with~~will ~~companies~~continue ~~operating~~to inrequire ~~the~~us ~~target~~to ~~business’s~~incur ~~home~~significant ~~jurisdiction,~~expenses ~~including~~and ~~any of~~expend ~~the~~time ~~following:~~and resources.

●As of ~~laws~~January ~~governing~~1, 2026, we were no longer a foreign private issuer, and we are required to comply with all of the ~~manner~~provisions inapplicable ~~which~~to a ~~future~~U.S. ~~business~~domestic ~~combinations~~issuer ~~may~~under bethe ~~effected;~~Exchange ●Act, ~~exchange~~including ~~listing~~filing an annual report on Form 10-K, quarterly periodic reports and~~/or~~ ~~delisting~~current reports for certain events, complying with the sections of the Exchange Act regulating the solicitation of proxies, requiring insiders to file public reports of their share ownership and trading activities and insiders being liable for profit from trades made in a short period of time. We are also no longer exempt from the requirements; of Regulation FD promulgated under the Exchange Act related to selective disclosures. In addition, we are no longer permitted to follow our home country’s rules in lieu of the corporate governance obligations imposed by Nasdaq and are required to comply with the governance practices required by U.S. domestic issuers listed on Nasdaq.

The regulatory and compliance costs associated with the reporting and governance requirements applicable to U.S. domestic issuers may be significantly higher than the costs we previously incurred as a foreign private issuer. We expect to continue to incur significant legal, accounting, insurance and other expenses and to expend greater time and resources to comply with these requirements. In addition, we may need to develop our reporting and compliance infrastructure and may face challenges in complying with the new requirements applicable to us

RISKS RELATED TO OUR CAPITAL STRUCTURE

The market price of our ordinary shares may decline.

Fluctuations in the price of our ordinary shares could contribute to the loss of all or part of your investment. The trading price of our ordinary shares could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment and our ordinary shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our ordinary shares may not recover and may experience a further decline.

Factors affecting the trading price of our ordinary shares may include:

	●	actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

	●	changes in the market’s expectations about our operating results;

	●	success of competitors;

	●	our operating results failing to meet the expectation of securities analysts or investors in a particular period;

	●	changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

	●	operating and stock price performance of other companies that investors deem comparable to us;

	●	our ability to market new and enhanced products on a timely basis;

	●	changes in laws and regulations affecting our business;

	●	commencement of, or involvement in, litigation or regulatory inquiries involving us;

	●	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

	●	the volume of securities available for public sale;

	●	any major change in our board or management;

	●	the sale of a substantial amount of our ordinary shares by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

	●	general economic and political conditions such as recession, world health events, changes in interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism.

●Many of ~~tariffs~~the ~~and~~factors ~~trade~~listed ~~barriers;~~above ●are ~~regulations~~beyond ~~related~~our tocontrol. ~~customs~~In addition, broad market and ~~import/export~~industry ~~matters;~~factors ●may ~~longer~~materially ~~payment~~harm ~~cycles;~~the ●market ~~tax~~price of ~~issues~~our ordinary shares irrespective of our operating performance. The stock market in general, ~~such~~including asthe ~~tax~~Nasdaq ~~law~~Capital ~~changes~~Market, has experienced price and ~~variations~~volume influctuations ~~tax~~that ~~laws~~have asoften ~~compared~~been unrelated or disproportionate to the ~~United~~operating ~~States;~~performance ●of ~~currency~~the ~~fluctuations~~particular companies ~~and~~affected. ~~exchange~~The ~~controls;~~trading ●prices ~~rates~~and valuations of ~~inflation;~~our ●ordinary ~~challenges~~shares, which currently trade on the Nasdaq Capital Market, may not be predictable. A loss of investor confidence in ~~collecting~~the ~~accounts~~market ~~receivable;~~for ●retail ~~cultural~~stocks ~~and~~or ~~language~~the ~~differences;~~stocks ●of ~~employment~~other ~~regulations;~~companies ●which ~~crime,~~investors ~~strikes~~perceive to be similar to us could depress the price of our securities regardless of our business, ~~riots~~prospects, ~~civil~~financial ~~disturbances,~~conditions ~~terrorist~~or ~~attacks~~results of ~~and~~operations. ~~wars;~~A ~~and~~decline ●in ~~deterioration~~the market price of ~~political~~our ~~relations~~ordinary ~~with~~shares ~~the~~also ~~United~~could ~~States~~adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

WeIf ~~may~~securities or industry analysts do not bepublish ~~able~~or tocease ~~adequately~~publishing ~~address~~research ~~these~~or ~~additional~~reports ~~risks.~~about Ifus, weour ~~were~~business, ~~unable~~or toour domarket, soor if they change their recommendations regarding our securities adversely, the price and trading volume of our ~~operations~~ordinary ~~might~~shares ~~suffer~~could decline.

~~Because~~The oftrading market for our ordinary shares relies in part on the ~~costs~~research and ~~difficulties~~reports ~~inherent~~that inindustry ~~managing~~or ~~cross-border~~financial analysts publish about us or our business. ~~operations~~We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade or provide negative outlook on our ~~results~~stock or our industry, or the stock of ~~operations~~any ~~may~~of beour ~~negatively~~competitors, or publish inaccurate or unfavorable research about our ~~impacted~~business, the price of our ordinary shares could decline. If one or more of these analysts cease coverage of our business or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

~~Managing~~We are a ~~business,~~holding ~~operations,~~company. ~~personnel~~Our orsole ~~assets~~material inasset ~~another country~~ is ~~challenging~~our ~~and~~equity ~~costly.~~interest ~~Any management that we may have (whether based abroad or~~ in ~~the~~our ~~U.S.)~~subsidiaries ~~may be inexperienced in cross-border business practices~~ and ~~unaware~~we ofare ~~significant~~accordingly ~~differences~~dependent ~~in accounting~~upon ~~rules, legal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties~~distributions ~~inherent~~from inthem ~~managing~~to ~~cross-border~~cover ~~business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact~~ our ~~financial~~corporate and ~~operational~~other ~~performance~~overhead expenses.

IfWe ~~social~~are ~~unrest,~~a ~~acts~~holding ofcompany ~~terrorism,~~and ~~regime~~have ~~changes,~~no ~~changes~~material assets other than our equity interest in ~~laws~~our ~~and~~subsidiaries. ~~regulations,~~We ~~political~~have ~~upheaval~~no independent means of generating revenue. To the extent the subsidiaries have available cash, orwe ~~policy~~intend ~~changes~~to orcause ~~enactments~~them to make non-pro rata payments to us to ~~occur~~reimburse inus afor ~~country~~our incorporate ~~which~~and weother ~~may~~overhead ~~operate~~expenses. ~~after~~To the extent that we ~~effect~~need ~~our~~funds ~~initial~~and ~~business~~the ~~combination,~~subsidiaries itare ~~may~~restricted ~~result~~from making insuch adistributions ~~negative~~or ~~impact~~payments under applicable law or regulation or under the terms of any financing arrangements due to restrictive oncovenants or otherwise, or are otherwise unable to provide such funds, our ~~business~~liquidity and financial condition could be materially adversely affected.

~~Political~~Future ~~events~~sales inof ~~another~~our ~~country~~ordinary ~~may~~shares ~~significantly~~could ~~affect~~reduce our ~~business,~~stock ~~assets or operations. Social unrest~~price, ~~acts~~and ofany ~~terrorism,~~additional ~~regime changes,~~capital ~~changes~~raised inby ~~laws~~us ~~and~~through ~~regulations,~~the ~~political~~sale ~~upheaval,~~of ~~and~~equity ~~policy changes~~ or ~~enactments~~convertible securities ~~could~~may ~~negatively~~dilute ~~impact~~your ~~our~~ownership ~~business~~ in ~~a particular country~~us.

~~Many~~We ~~countries~~may ~~have~~sell ~~difficult~~additional ~~and~~securities ~~unpredictable~~in ~~legal~~subsequent ~~systems~~public ~~and~~or ~~underdeveloped~~private ~~laws~~offerings. ~~and~~On ~~regulations~~December ~~that~~31, ~~are~~2025, ~~unclear and subject to corruption and inexperience~~100,787,173 ~~which~~ordinary ~~may~~shares ~~adversely~~were ~~impact our results of operations and financial condition~~outstanding.

Our ability to seek and enforce legal protections, including with respect to intellectual property and other property rights, or to defend ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which could adversely impact our operations, assets or financial condition.

Rules and regulations in many countries are often ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal levels. The attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.

Delay with respect to the enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption to operations abroad and negatively impact our results.

If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.

The relationship between the United States and foreign governments could be subject to sudden fluctuation and periodic tension. For instance, the United States may announce its intention to impose quotas on certain imports. Such import quotas may adversely affect political relations between the two countries and result in retaliatory countermeasures by the foreign government in industries that may affect our ultimate target business. Changes in political conditions in foreign countries and changes in the state of U.S. relations with such countries are difficult to predict and could adversely affect our operations or cause potential target businesses or their goods and services to become less attractive. Because we are not limited to any specific industry, there is no basis for investors to evaluate the possible extent of any impact on our ultimate operations if relations are strained between the United States and a foreign country in which we acquire a target business or move our principal manufacturing or service operations.

IfWe ~~any~~cannot ~~dividend~~predict isthe ~~declared~~size inof future issuances of our ordinary shares or the effect, if any, that future issuances and ~~paid~~sales inof ashares ~~foreign~~of our ~~currency,~~ordinary ~~investors~~shares ~~may~~will behave ~~taxed~~ on athe ~~larger~~market ~~amount~~price inof Uour ordinary shares.S. ~~dollars~~Sales of substantial amounts of our ordinary shares (including ~~than~~shares ~~the~~issued ~~U.S.~~in ~~dollar~~connection ~~amount~~with an acquisition), or the perception that ~~they~~such ~~will~~sales ~~actually~~could ~~ultimately~~occur, ~~receive~~may adversely affect prevailing market prices of our ordinary shares.

IfBecause anwe ~~investor~~currently ishave ano ~~U.S.~~approved ~~holder~~plans ofto ~~our~~pay ~~ordinary~~cash ~~shares,~~dividends ~~he/she will be taxed~~ on ~~the~~our ~~U.S.~~ordinary ~~dollar value of your dividends~~shares, ~~if any, at the time~~ you ~~receive~~may ~~them,~~not ~~even if you actually~~ receive aany ~~smaller~~return ~~amount~~on ~~of U.S. dollars when the payment is in fact redeemed~~investment ~~into~~unless ~~U.S.~~you ~~dollars.~~sell Specifically, if a dividend is declared and paid in a foreign currency, the amount of the dividend distribution that such investor must include in his/her income as a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign currency to the U.S. dollar on the date the dividend distribution is includible in your ~~income,~~ordinary ~~regardless~~shares offor whether the payment is in fact redeemed into U.S. dollars. Thus, if the value of the foreign currency decreases before such investor actually redeems the currency into U.S. dollars, he/she will be taxed on a ~~larger~~price ~~amount~~greater ~~in U.S. dollars~~ than ~~the~~what ~~U.S.~~you ~~dollar~~paid ~~amount~~for ~~that he/she will actually ultimately receive~~it.

IfWe currently do not have an approved plan to pay any cash dividends on our ~~management~~ordinary ~~following~~shares. During 2025, our ~~initial~~Board ~~business~~of ~~combination~~Directors isconsidered ~~unfamiliar~~a ~~with~~plan ~~United~~to ~~States~~pay ~~securities~~cash ~~laws,~~dividends ~~they~~on ~~may~~our ~~have~~ordinary shares however this has not yet been approved and any future determination to ~~expend~~pay cash dividends or other distributions on our ordinary shares will be at the ~~time~~discretion of the Board of Directors and ~~resources~~will ~~becoming~~be ~~familiar~~dependent ~~with~~on ~~such~~our ~~laws~~earnings, ~~which~~financial ~~could~~condition, ~~lead~~operation toresults, ~~various~~capital requirements, and contractual, regulatory ~~issues~~and other restrictions, including restrictions contained in the agreements governing any existing and future outstanding indebtedness we or our subsidiaries may incur, on the payment of dividends by us or by our subsidiaries to us, and other factors that our Board of Directors deems relevant.

~~Following~~As ~~our~~a ~~initial business combination~~result, ~~our~~you ~~management~~ may ~~resign~~not ~~from~~receive ~~their~~any ~~positions~~return ason ~~officers~~an orinvestment ~~directors of the company and the management of the target business at the time of the business combination could remain~~ in ~~place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with~~ our ~~laws,~~ordinary ~~they~~shares ~~may~~unless ~~have~~you tosell ~~expend time~~the ~~and~~ordinary ~~resources~~shares ~~becoming~~for ~~familiar~~a ~~with~~price ~~such laws. This could be expensive and time-consuming and could lead to various regulatory~~greater ~~issues,~~than what ~~which~~you ~~may~~paid ~~adversely~~for ~~affect our operations~~it.

~~Currency~~ OTHER ~~policies~~RISKS ~~may~~ASSOCIATED ~~cause~~WITH aOUR ~~target business’s ability to succeed in the international markets to be diminished.~~BUSINESS

InCybersecurity ~~the~~risks ~~event we acquire a non-U.S. target, all revenues~~ and ~~income~~threats ~~would likely be received in a foreign currency, the dollar equivalent of our net assets and distributions, if any,~~ could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect ~~the attractiveness of any target business or, following consummation of~~ our ~~initial~~ business ~~combination, our financial condition and results of operations~~. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

~~Because~~We ~~foreign~~rely ~~law~~heavily ~~could~~on ~~govern~~information ~~almost~~systems ~~all~~to ofconduct our ~~material~~business. ~~agreements,~~There can be no assurance that the systems we ~~may~~have ~~not~~designed to prevent or limit the effects of cyber incidents or attacks will be ~~able~~sufficient to ~~enforce~~prevent or detect such incidents or attacks, or to avoid a material impact on our ~~rights~~systems ~~within~~when such ~~jurisdiction~~incidents or attacks do occur. If our systems for protecting against cybersecurity risks are circumvented or ~~elsewhere~~breached, ~~which~~this could result in athe ~~significant~~ loss of ~~business,~~our ~~business~~intellectual ~~opportunities~~property or ~~capital~~other proprietary information, including customer data, and disruption of our business operations.

~~Foreign~~A ~~law~~cyber incident or attack could ~~govern~~result ~~almost~~in ~~all~~the disclosure of confidential or proprietary customer information, employee information, theft or loss of intellectual property, damage to our ~~material~~reputation ~~agreements.~~with ~~The~~our ~~target~~customers ~~business~~and ~~may~~the ~~not~~market, befailure ~~able~~to meet customer requirements or customer dissatisfaction, theft or exposure to ~~enforce~~litigation ~~any~~and ofenforcement ~~its~~actions ~~material~~including ~~agreements~~under data privacy laws and regulations, damage to equipment (which could cause environmental or ~~enforce~~safety ~~remedies~~issues) ~~for~~and ~~breaches~~other offinancial ~~those~~costs ~~agreements~~and ~~outside~~losses. ofIn addition, ~~such~~as ~~foreign~~cybersecurity ~~jurisdiction’s~~threats ~~legal~~continue ~~system~~to evolve, we may be required to devote additional resources to continue to enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities. The ~~system~~increased use of artificial intelligence ~~laws~~has ~~and~~heightened ~~the~~cybersecurity ~~enforcement~~risks ofas ~~existing~~cyberattacks ~~laws~~utilize artificial intelligence to expose vulnerabilities and ~~contracts~~evade intraditional security ~~such~~measures. ~~jurisdiction~~We ~~may~~do not bepresently asmaintain ~~certain~~insurance incoverage ~~implementation~~to protect against cybersecurity risks and ~~interpretation~~such insurance may not asbe available to us in the ~~United~~future ~~States.~~on Asacceptable aterms ~~result,~~and with the ~~inability~~desired tocoverage ~~enforce~~limits orif ~~obtain~~we aseek ~~remedy~~to ~~under~~acquire ~~any~~it. ofIf ~~our~~we procure such coverage in the future, ~~agreements~~we ~~could~~cannot ~~result in~~ensure athat ~~significant~~it ~~loss~~will ofbe ~~business~~sufficient ~~and~~to ~~business~~cover ~~opportunities~~any particular losses we may experience as a result of such cyberattacks.

~~Item~~We depend ~~1B.~~on ~~Unresolved~~our ~~Staff~~suppliers ~~Comments~~to provide services and equipment in a timely manner and any delays, interruptions or failures by suppliers could expose us to increased costs or inability to meet contractual obligations.

~~Not~~We ~~applicable~~rely on suppliers of equipment and spare parts as well as suppliers of technical labor to perform certain contractual obligations with our customers. Failure by suppliers to provide goods and services in a timely manner could lead to delays by us in fulfilling contractual obligations, the inability to fulfill such obligations, or additional costs in seeking replacement suppliers.

~~Item~~We have 2.engaged ~~Properties~~in related party transactions, the termination of which may inhibit business, and such transactions present possible conflicts of interest that could have an adverse effect on us.

We dorely ~~not own any real estate or other physical properties materially important to our operation. Our executive office is located~~ at ~~777~~times ~~Post~~upon ~~Oak~~services ~~Blvd., Suite 730, Houston, Texas 77056. The cost for this space is included in the $10,000 per month fee that we pay an affiliate of our Sponsor for office space, utilities~~ and ~~secretarial~~products ~~and~~supplied ~~administrative~~by ~~services.~~related Weparties ~~consider~~if ~~our~~no ~~current office~~other ~~space~~suitable ~~adequate~~alternatives ~~for~~are ~~our current operations~~available.

~~Item~~In addition, 3these related party transactions create the possibility of conflicts of interest. ~~Legal~~Such ~~Proceedings~~a conflict could cause such persons to seek to advance their economic interests above ours. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. While the Audit Committee of our Board of Directors regularly reviews these transactions, related party transactions presenting a conflict of interest could have a material adverse effect on our liquidity, results of operations and financial condition.

ToThe ~~the~~loss ~~knowledge of our management, there is no litigation currently pending~~ or ~~contemplated~~unavailability ~~against~~of ~~us,~~ any of our executive officers or ~~directors in~~other ~~their~~key ~~capacity~~employees ascould ~~such~~have ora ~~against~~material ~~any~~adverse ofeffect on our ~~property~~business.

~~Item~~We depend 4on the efforts of our executive officers and other key employees to manage our operations. ~~Mine~~The ~~Safety~~loss ~~Disclosures~~or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business. Although we expect all of our key personnel to remain with us, it is possible that we will lose some key personnel, the loss of which could negatively impact our business operations and profitability. In addition, the delivery of our services and products requires personnel with specialized skills and experience. Our ability to be productive and profitable will depend upon our ability to employ and retain such skilled workers.

Not applicable.

~~PART~~Our IIgrowth potential and ability to operate could be materially and adversely affected if we cannot employ and retain technical personnel at a competitive cost.

~~Item~~Many of 5the products and services we provide and sell are complex and highly engineered and often must perform in harsh conditions. ~~Market~~Our success depends upon our ability to employ and retain technical personnel with the ability to design, utilize, and enhance these services and products. A significant increase in the wages paid by competing employers could result in increased competition for ~~Registrant’s~~the ~~Common~~skilled ~~Equity~~labor force we require, ~~Related~~increases ~~Stockholder~~in ~~Matters~~the wage rates that we must pay, ~~and~~or ~~Issuer~~both. ~~Purchases~~If either of ~~Equity~~these ~~Securities~~events were to occur, our cost structures could increase, our margins could decrease, and our growth potential, if any, could be impaired.

~~(a)~~We ~~Market~~are ~~Information~~not subject to the supervision of the Financial Services Commission of the BVI and so our shareholders are not protected by any regulatory inspections in the BVI.

~~Our~~We ~~ordinary~~are ~~shares~~not ~~and~~an ~~warrants~~entity ~~are~~subject ~~currently~~to ~~listed~~any onregulatory ~~the~~supervision ~~NASDAQ~~in ~~Capital~~the ~~Market~~BVI ~~under~~by the ~~symbols~~Financial ~~“NESR”~~Services ~~and~~Commission. ~~“NESRW~~As a result,” shareholders are ~~respectively.~~not ~~Our~~protected ~~ordinary~~by ~~shares~~any regulatory supervision or inspections by any regulatory agency in the BVI and ~~warrants~~we ~~each~~are ~~commenced~~not ~~separate~~required ~~public~~to ~~trading~~observe onany restrictions ~~June~~in 5respect of our conduct save as disclosed in this Annual Report or our Memorandum and Articles of Association, ~~2017~~as amended and restated.

~~The table below sets forth, for the calendar~~An ~~quarters~~investment ~~indicated,~~in ~~the high and low bid prices of~~ our ~~ordinary~~securities ~~shares~~may ~~and~~result ~~warrants~~in asuncertain ~~reported~~U.S. onfederal ~~the~~income ~~NASDAQ~~tax ~~for the period June 5, 2017 through March 23, 2018~~consequences.

	Ordinary Shares				Warrants
Period	Low		High		Low		High
June 5 through June 30, 2017	$	9.39	$	9.62	$	0.38	$	0.60
July 1 through September 30, 2017	$	9.51	$	9.68	$	0.40	$	0.60
October 1 through December 31, 2017	$	9.51	$	9.99	$	0.43	$	0.85
January 1 through March 31, 2018 (1)	$	9.89	$	9.98	$	0.77	$	1.10

An investment in our securities may result in uncertain U.S. federal income tax consequences. Prospective investors are urged to consult their tax advisers with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

~~(1)~~Substantially all ~~through~~of ~~March~~our 23assets are located outside the U.S.; therefore, investors may not be able to enforce U.S. federal securities laws or their ~~2018~~other legal rights.

OnSubstantially all ~~March~~of 23our assets are located outside of the U.S. Thus, ~~2018~~it may be difficult, ~~our~~or ~~ordinary~~in ~~shares~~some cases not possible, for investors in the U.S. ~~had~~to aenforce ~~closing~~their ~~price~~legal rights or to enforce judgments of $9U.96S. ~~and~~courts ~~our~~predicated ~~warrants~~upon ~~had~~civil aliabilities ~~closing~~and ~~price~~criminal ofpenalties $1under U.02S. laws.

~~(b)~~Investors ~~Holders~~may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited, because we are formed under BVI law.

OnWe are ~~March~~a ~~23,~~company ~~2018,~~formed ~~there~~under ~~were~~the ~~2 holders~~laws of ~~record~~the ofBVI. ~~our~~As ~~ordinary~~a ~~shares~~result, ~~and~~it 2may ~~holders~~be ofdifficult ~~record~~for investors to enforce judgments obtained in the U.S. courts against some of our ~~warrants~~directors or officers.

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

See the Proxy Statement for a discussion of National Energy Services Reunited Corp. 2018 Long Term Incentive Plan (the “LTIP”) that we will submit to our shareholders for approval in connection with the proposed Business Combination. A total of 5,000,000 ordinary shares will be reserved for issuance under the LTIP.

(e) Recent Sales of Unregistered Securities

None.

(f) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

~~Item~~Our corporate 6affairs are governed by our Memorandum and Articles of Association, as amended and restated, the BVI Business Companies Act, 2004, as amended (the “Companies Act”) and the common law of the BVI. ~~Selected~~The ~~Financial~~rights ~~Data~~of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under BVI law are governed by the Companies Act and the common law of the BVI. The common law of the BVI is derived from English common law, and while the decisions of the English courts are of persuasive authority, they are not binding on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the BVI has a less developed body of securities laws as compared to the U.S., and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, while statutory provisions do exist in BVI law for derivative actions to be brought in certain circumstances, shareholders in BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the U.S. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the U.S. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred.

The ~~following~~BVI ~~table~~Courts ~~sets~~are ~~forth~~also selected historical financial information derived from our audited financial statements included elsewhere in this report for the period from January 23, 2017 (inception) to December 31, 2017. You should read the following selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes appearing elsewhere in this report.unlikely:

	For the Period from January 23, 2017 (inception) through December 31, 2017
Income Statement Data:
Loss from operations	$	(4,214,790	)
Net loss		(2,864,031	)
Basic and diluted loss per share		(0.40	)

	●	to recognize or enforce against us judgments of courts of the U.S. based on certain civil liability provisions of U.S. securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; and

	●	to impose liabilities against us, in original actions brought in the BVI, based on certain civil liability provisions of U.S. securities laws that are penal in nature.

	As of December 31, 2017
Balance Sheet Data:
Cash	$	741,096
Cash and marketable securities held in trust account		230,554,024
Total assets		231,422,540
Ordinary shares subject to possible redemption		164,281,449
Total shareholders’ equity		54,644,362

There is no statutory recognition in the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that:

~~Item~~● 7the U.S. ~~Management’s~~court ~~Discussion~~issuing the judgment had jurisdiction in the matter and ~~Analysis~~the ofcompany ~~Financial~~either ~~Condition~~submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and ~~Results~~was duly served with process; ● the judgment is final and for a liquidated sum; ● the judgment given by the U.S. court was not in respect of ~~Operations~~penalties, taxes, fines or similar fiscal or revenue obligations of the company; ● in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; ● recognition or enforcement of the judgment would not be contrary to public policy in the BVI; and ● the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

~~The~~In ~~following~~appropriate ~~discussion~~circumstances, ~~and~~a ~~analysis~~BVI ofCourt ~~the~~may ~~Company’s~~give ~~financial~~effect ~~condition~~in ~~and~~the ~~results~~BVI ofto ~~operations~~other ~~should~~kinds beof ~~read~~final inforeign ~~conjunction with~~judgments ~~the~~such ~~financial~~as ~~statements~~declaratory ~~and~~orders, orders ~~the~~for ~~notes~~performance ~~thereto~~of ~~contained~~contracts ~~elsewhere~~and ~~in this report~~injunctions.

~~References~~As toa result of all of the ~~“Company~~above,” ~~“us”~~public shareholders may have more difficulty in protecting their interests in the face of actions taken by management or ~~“we”~~controlling ~~refer~~shareholders tothan ~~National~~they ~~Energy~~would ~~Services~~as ~~Reunited~~public ~~Corp~~shareholders of a U.S. company.

~~Special~~Our ~~Note~~Memorandum ~~Regarding~~and ~~Forward-Looking~~Articles ~~Statements~~of Association, as amended and restated, permit the Board of Directors by resolution to create additional classes of securities, including shares with rights, preferences, designations and limitations as they determine which may have an anti-takeover effect.

~~All~~Our ~~statements~~Memorandum ~~other~~and ~~than~~Articles ~~statements~~ of ~~historical~~Association, ~~fact~~as ~~included~~amended inand ~~this~~restated, ~~Form~~permits ~~10-K~~the ~~including,~~Board ~~without~~of ~~limitation,~~Directors ~~statements~~by ~~under “Management’s~~resolution ~~Discussion~~to amend the Memorandum and ~~Analysis~~Articles of ~~Financial~~Association, ~~Condition~~as amended and ~~Results~~restated, ofto ~~Operations”~~designate ~~regarding~~rights, ~~the~~preferences, ~~Company’s financial~~designations ~~position,~~and ~~business~~limitations ~~strategy~~attaching ~~and~~to the preferred ~~plans~~shares ~~and~~as ~~objectives~~they ofdetermine ~~management~~in ~~for~~their ~~future operations~~discretion, ~~are~~without ~~forward-looking~~shareholder ~~statements. When~~approval ~~used~~with inrespect ~~this~~to ~~Form~~the ~~10-K,~~terms ~~words~~or ~~such~~the asissuance. ~~“anticipate,”~~If ~~“believe~~issued,” the ~~“estimate~~rights,” ~~“expect~~preferences,~~” “intend”~~ designations and ~~similar~~limitations ~~expressions,~~of asthe ~~they~~preferred ~~relate~~shares towould usbe orset by the ~~Company’s~~Board ~~management,~~of ~~identify~~Directors ~~forward-looking~~and could operate ~~statements.~~to ~~Such~~the ~~forward-looking~~disadvantage ~~statements~~of ~~are~~the ~~based~~outstanding onordinary shares the ~~beliefs~~holders of ~~management,~~which aswould ~~well~~not ashave ~~assumptions~~any ~~made~~pre-emption ~~by,~~rights ~~and~~in ~~information currently~~respect ~~available~~of ~~to,~~such an ~~the~~issue ~~Company’s~~of ~~management~~preferred shares. ~~Actual~~Such ~~results~~terms could ~~differ~~include, ~~materially~~among ~~from~~others, ~~those~~preferences ~~contemplated~~as byto ~~the forward-looking~~dividends ~~statements~~and asdistributions aon ~~result~~liquidation, ofor could ~~certain~~be ~~factors~~used ~~detailed~~to inprevent ~~our~~possible ~~filings~~corporate ~~with the SEC~~takeovers.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated on January 23, 2017 in the British Virgin Islands and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. We intend to effectuate our initial business combination using cash from the proceeds of our IPO and the sale of the private warrants that occurred simultaneously with the completion of our IPO, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional ordinary shares or preferred stock:

● may significantly reduce the equity interest of our shareholders; ● may subordinate the rights of holders of ordinary shares if we issue shares of preferred stock with rights senior to those afforded to our ordinary shares; ● will likely cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and ● may adversely affect prevailing market prices for our securities.

~~Similarly,~~ITEM if1B. weUNRESOLVED ~~issue~~STAFF ~~debt securities, it could result in:~~COMMENTS

● default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to pay our debt obligations; ● acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and ● our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstandingNone.

WeITEM ~~expect to continue to incur significant costs in the pursuit of our acquisition plans~~1C. ~~We cannot assure you that our plans to raise capital or to complete a business combination will be successful.~~CYBERSECURITY

~~Recent~~Risk ~~Events~~Management and Strategy

OnAs ~~November~~a ~~12, 2017, we announced that we had entered into definitive agreements to acquire GES and NPS,~~ leading ~~regional~~provider ~~oilfield services companies offering a mix~~ of ~~drilling,~~oilfield ~~completion and production~~ services ~~and~~across ~~equipment~~diverse ~~in the Middle East~~ and ~~North~~often ~~Africa (“MENA”)~~challenging ~~and Asia Pacific regions. Following closing~~environments, ~~our~~NESR ~~primary~~recognizes ~~operating~~that ~~locations~~secure ~~will~~and bereliable ~~in Dammam, Saudi Arabia,~~access ~~Muscat,~~to ~~Oman~~operational ~~and Dubai~~technology, ~~UAE~~field ~~with~~communications ~~local headquarters in Houston~~networks, ~~Texas.~~and Weproprietary ~~will~~customer ~~employ~~data ~~more than 3,000 people in more than a dozen countries across the region. The transaction~~ is ~~subject~~essential to ~~stockholder approval and other customary closing conditions. See our~~maintaining ~~Current~~safe, ~~Report on Form 8-K filed with the SEC on November 16~~efficient, ~~2017~~and ~~for~~uninterrupted ~~further information~~operations.

~~Results~~We have implemented a comprehensive Cybersecurity Risk Management Program designed to protect the confidentiality, integrity, and availability of ~~Operations~~our information systems and digital assets. This program covers all aspects of our operations, including corporate information technology (“IT”) systems, field-based digital infrastructure, remote monitoring platforms, and customer-facing digital applications.

We ~~have~~apply ~~neither~~a ~~engaged~~layered indefense ~~any~~approach ~~operations~~that ~~nor~~combines ~~generated any revenues to date. Our only activities from January 23~~technical, ~~2017 (inception) through December 31~~administrative, ~~2017 were organizational activities~~ and ~~those~~physical ~~necessary~~controls to ~~consummate the IPO~~prevent, ~~described below~~detect, ~~identifying a target company for a business combination~~ and ~~activities~~respond ~~in connection with the proposed business combination. We do not expect~~ to ~~generate any operating revenues until after the completion of our business combination. We expect to generate non-operating~~cyber ~~income in the form of interest income on cash and marketable securities held after the IPO~~threats. WeThese ~~expect~~controls toinclude ~~incur~~network ~~increased~~security ~~expenses as~~measures, aendpoint ~~result~~protection, ofmulti-factor ~~being a public company (for legal~~authentication, ~~financial reporting~~encryption, ~~accounting~~access management, and ~~auditing~~continuous ~~compliance),~~monitoring assupported ~~well~~by asincident ~~for~~detection ~~due diligence~~and ~~expenses~~response capabilities.

~~For~~We ~~the~~are ~~period~~committed ~~from~~to ~~January~~protecting ~~23,~~the ~~2017~~privacy ~~(inception)~~and ~~through~~confidentiality ~~December~~of ~~31,~~information ~~2017,~~entrusted weto ~~had~~us ~~net~~by ~~loss~~our ofcustomers, $2clients,~~864~~ vendors,~~031~~ ~~consisting~~and ~~of operating~~suppliers. ~~costs~~Our ofcybersecurity ~~$4,214,790~~ and andata ~~unrealized~~protection ~~loss~~controls onare ~~marketable~~designed ~~securities~~to ~~held~~safeguard insensitive ~~our~~and ~~trust~~proprietary ~~account~~data ofthroughout $2its lifecycle,~~800,~~ ~~offset~~from collection byand ~~interest~~transmission ~~income on~~to ~~marketable~~storage ~~securities~~and ~~held~~disposal. inWe ~~our~~implement ~~trust~~strict ~~account~~access ~~of $1~~controls,~~339,824,~~ ~~interest~~data ~~income~~handling onprocedures, ~~our~~and ~~operating~~confidentiality obligations ~~account~~to ofhelp ~~$3,699~~ensure ~~and~~that ~~the~~such ~~change in~~information ~~the~~is ~~fair~~used ~~value~~solely offor ~~the~~legitimate ~~deferred~~business ~~underwriting~~purposes ~~fee~~and ~~liability~~remains ofprotected ~~$10~~against unauthorized access,~~036~~ disclosure, or misuse.

~~Liquidity~~We also enforce device compliance through centralized endpoint management tools to ensure that only authorized and ~~Capital~~secure ~~Resources~~devices can access company systems and data. These measures strengthen control over configurations, software updates, and data protection across all connected devices. Advanced email security systems and phishing detection tools are deployed to protect against social engineering and email-borne threats.

OnGiven ~~May~~the ~~17,~~nature ~~2017~~of our field operations, wewhich ~~consummated~~often ~~the~~take ~~IPO~~place ofin ~~21,000,000~~remote ~~Units~~and complex environments, atNESR ahas ~~price~~implemented ofenhanced ~~$10.00~~cybersecurity procedures ~~per~~to ~~Unit,~~help ~~generating~~safeguard ~~gross~~its ~~proceeds~~operational ofsystems ~~$210,000,000. Simultaneously~~and ~~with~~digital ~~the~~infrastructure ~~closing~~from ofunauthorized ~~the~~access ~~IPO,~~or wedisruption. ~~consummated~~We ~~the~~conduct ~~sale~~regular vulnerability ofassessments, 11penetration testing,~~850,000~~ ~~Private~~and ~~Warrants~~simulation toexercises, ~~our~~often ~~Sponsor~~with atindependent aexperts, ~~price~~to ofevaluate the resilience ~~$0.50~~of ~~per~~our ~~warrant,~~IT ~~generating~~environments ~~gross~~and ~~proceeds~~to ofstrengthen ~~$5,925,000~~defenses where necessary.

OnCybersecurity ~~May~~awareness ~~30,~~is ~~2017,~~a incore ~~connection~~element ~~with~~of ~~the~~our ~~underwriters’~~defense ~~partial~~strategy. ~~exercise~~All ofemployees ~~their~~receive ~~over-allotment~~periodic ~~option,~~cybersecurity wetraining ~~consummated~~and ~~the~~simulated ~~sale~~phishing exercises ofto anreinforce ~~additional~~security 1awareness,~~921,700~~ ~~Units~~data protection, and ~~the~~incident-reporting ~~sale~~responsibilities. ofTargeted antraining ~~additional~~is ~~768,680~~provided ~~Private~~to ~~Warrants,~~personnel with ~~generating~~elevated ~~total~~access ~~gross~~to ~~proceeds~~sensitive ofsystems ~~$19,601,340~~or information.

~~Following~~We ~~the~~also ~~IPO~~maintain ~~and~~cybersecurity ~~the~~insurance ~~partial~~to ~~exercise~~mitigate ofpotential ~~the~~financial ~~over-allotment~~losses ~~option,~~associated awith ~~total~~certain types of ~~$229~~incidents,~~217~~ however,~~000~~ ~~was~~such coverage ~~placed~~may innot ~~the~~fully ~~trust~~offset ~~account.~~all ~~We incurred $13,761,498 in IPO related~~ costs, ~~including~~operational $4impacts,~~014,340~~ ofor ~~underwriting~~reputational ~~fees,~~effects ~~$9,032,265~~that ofcould ~~deferred~~result ~~underwriting~~from ~~fees~~a ~~and~~cybersecurity ~~$714,893 of IPO costs~~event.

As of December 31, 2017, we had marketable securities held in the trust account of $230,554,024, substantially all of which is invested in U.S. treasury bills with a maturity of 180 days or less. Interest income earned on the balance in the trust account may be available to us to pay taxes. Through December 31, 2017, we have not withdrawn interest income from the trust account.

As of December 31, 2017, we had cash of $741,096 held outside the trust account, which is available for use by us to cover the costs associated with identifying a target business, negotiating a business combination, due diligence procedures and other general corporate uses. In addition, as of December 31, 2017, we had accounts payable and accrued expenses of $3,473,511. We have entered into a fee arrangement with a service provider pursuant to which certain fees incurred by us in connection with a potential business combination will be deferred and become payable only if we consummate a business combination. If a business combination does not occur, we will not be required to pay these contingent fees. As of December 31, 2017, the amount of these contingent fees was approximately $1,382,000. To the extent a business combination is consummated, we anticipate incurring a significant amount of additional costs. There can be no assurances that we will complete any business combination.

For the period from January 23, 2017 (inception) through December 31, 2017, cash used in operating activities amounted to $865,000, mainly resulting from net loss of $2,864,031, interest earned on marketable securities held in the trust account of $1,339,824 and the change in the fair value of the deferred underwriting fee liability of $10,036, offset by an unrealized loss on marketable securities held in the trust account of $2,800. Changes in our operating assets and liabilities provided cash of $3,346,091.Governance

WeCybersecurity ~~intend~~risk tomanagement ~~use~~is ~~substantially~~an ~~all~~integral ofcomponent ~~the net proceeds~~ of ~~the~~NESR’s ~~IPO,~~overall ~~including~~governance ~~the funds held in the trust account, to acquire a target business or businesses~~ and torisk ~~pay~~oversight ~~our expenses relating thereto~~structure. ToThe ~~the~~Board ~~extent~~of ~~that~~Directors ~~our~~oversees cybersecurity ~~shares~~as ~~are used in whole or in~~ part ~~as consideration~~of toits ~~effect~~broader ~~our~~oversight ~~initial business combination~~responsibilities, ~~the~~while ~~remaining proceeds held in~~ the ~~trust~~Audit ~~account~~Committee asholds ~~well~~primary asresponsibility ~~any~~for ~~other~~cybersecurity ~~net proceeds not expended will be used as working capital~~matters. ~~Such~~The ~~working~~Audit ~~capital~~Committee ~~funds~~receives ~~could~~periodic beupdates ~~used~~from inmanagement aon ~~variety~~cybersecurity ~~of ways including continuing or expanding the target business’s operations~~risks, ~~for~~threat ~~strategic acquisitions and for marketing~~trends, ~~research~~ and ~~development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to~~ the ~~completion~~effectiveness of ~~our initial business combination if the funds available to us outside of the trust account~~ ~~were~~control ~~insufficient to cover such expenses~~measures.

WeOur ~~intend~~Head toof ~~use~~Information ~~the~~Technology ~~funds~~(“Head ~~held~~of ~~outside~~IT”) leads the ~~trust~~Company’s ~~account~~global ~~primarily~~information tosecurity ~~identify~~program and ~~evaluate~~has ~~target~~more than ~~businesses,~~15 ~~perform~~years ~~business due~~of ~~diligence~~experience onin ~~prospective~~cybersecurity ~~target~~and ~~businesses~~industrial control system security. The Head of IT reports to our CFO, who ~~travel~~provides quarterly updates to ~~and~~the ~~from~~broader executive management team and the ~~offices~~Audit Committee, ~~plants~~as orwell ~~similar~~as ~~locations~~our ofVice ~~prospective~~President ~~target~~of Operations. ~~businesses~~The orIT ~~their~~organization ~~representatives~~collaborates orclosely ~~owners,~~with ~~review~~executive ~~corporate~~management, ~~documents~~field operations and ~~material~~technical ~~agreements~~teams, offunctional ~~prospective~~leadership, ~~target~~business segment ~~businesses~~directors, compliance, and ~~structure~~HSE to ensure coordinated risk identification, ~~negotiate~~mitigation, and ~~complete~~response aacross ~~business~~the ~~combination~~enterprise.

InIncident ~~order~~Response ~~to finance transaction costs in connection with a business combination, our Sponsor or certain of our officers, directors~~ and affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be converted into Private Warrants of the post business combination entity at a price of $0.50 per warrant at the option of the lender. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.Monitoring

AsNESR ofmaintains ~~December 31, 2017, we had $741,096 in cash and~~ a ~~working~~formally ~~capital~~documented deficit of $2,605,984. We have not generated operating revenues, nor do we expect to generate operating revenues until the consummation of an initial business combination. Our Sponsor or certain of our officers and ~~directors~~regularly ~~are~~tested ~~not~~Incident ~~under~~Response ~~any~~Plan ~~obligation~~that todefines ~~advance~~clear usprocedures ~~funds,~~for ~~or to invest in us. Accordingly~~identifying, ~~we may not be able to obtain additional financing. If we are unable to raise additional capital~~containing, ~~we may be required to take additional measures~~ ~~to conserve liquidity~~investigating, ~~which~~and ~~could~~remediating ~~include,~~cybersecurity ~~but~~incidents. ~~not~~The ~~necessarily~~plan beincludes ~~limited~~coordination ~~to,~~with ~~curtailing~~external ~~operations~~specialists, ~~suspending~~law ~~the~~enforcement ~~pursuit of a potential transaction~~authorities, and ~~reducing~~regulators ~~overhead~~when ~~expenses~~appropriate. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern.

~~Off-balance~~For ~~sheet~~the ~~financing~~fiscal ~~arrangements~~year ended December 31, 2025, NESR did not experience any cybersecurity incidents that materially affected, or are reasonably likely to materially affect, its business strategy, results of operations, or financial condition. Nonetheless, as is typical within the energy services sector, NESR continues to be the target of attempts by malicious actors seeking unauthorized access to systems or data. The Company continuously monitors these threats and enhances its cybersecurity posture as needed.

~~We have no obligations, assets or liabilities which would be considered off~~Third-~~balance sheet arrangements. We do not participate in~~Party ~~transactions~~and ~~that~~Supply ~~create~~Chain ~~relationships~~Risk with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Management

~~Contractual~~NESR’s ~~obligations~~operations rely on a global network of suppliers, contractors, and technology service providers. We manage cybersecurity risks associated with these third parties through a Vendor Risk Management Program that includes due diligence, contractual requirements for data protection and breach notification, and ongoing monitoring of cybersecurity performance. NESR requires critical vendors to maintain appropriate cybersecurity controls and to promptly notify the Company of any incidents that could impact NESR’s systems, operations, or data.

WeITEM do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support provided to the Company2. We ~~began incurring these fees on May 17, 2017 and will continue to incur these fees monthly until the earlier of the completion of the business combination and the Company’s liquidation.~~PROPERTIES

~~Critical~~We ~~Accounting~~have ~~Policies~~operations in 16 countries including Algeria, Bahrain, Chad, Congo, Egypt, India, Indonesia, Iraq, Kuwait, Libya, Oman, Qatar, Saudi Arabia, and UAE. In most countries, we have localized support bases that house equipment and personnel that are used to deliver the services we provide. Additionally, we operate NORI (part of our Unallocated long-lived assets, See Note 8, Goodwill, Intangible, and Other Assets, to the consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report) within in the heart of Saudi Arabia’s industrial research, technology, and academic hub, DTV. NORI allows us the ability to drive energy sector research and innovation across the MENA region through activities such as providing advanced core analysis and reservoir studies for our customers. Our principal executive offices are in Houston, Texas, U.S., with our regional headquarters in Dubai, UAE. No single tangible fixed asset is individually material to our operations. Our owned properties have no material encumbrances. We believe all properties that we currently occupy are suitable for their intended use.

~~The~~ITEM preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported3. ~~Actual~~LEGAL ~~results could materially differ from those estimates. The Company has identified the following critical accounting policy:~~PROCEEDINGS

~~Ordinary~~The ~~shares~~information ~~subject~~with respect to ~~possible~~Item ~~redemption~~3. Legal Proceedings is contained in Note 13, Commitments and Contingencies, to the consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report.

WeITEM ~~account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity~~4.” ~~Ordinary~~MINE ~~shares~~SAFETY subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2017, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of our balance sheet.DISCLOSURES

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

~~Item 8. Financial Statements and Supplementary Data~~PART II

~~Reference~~ITEM is5. ~~made~~MARKET toFOR ~~Pages~~REGISTRANT’S ~~F-1~~COMMON ~~through~~EQUITY, ~~F-18~~RELATED ~~comprising~~STOCKHOLDER aMATTERS ~~portion~~AND ofISSUER ~~this~~PURCHASES ~~Annual~~OF ~~Report~~EQUITY ~~on Form 10-K.~~SECURITIES

~~Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~Market Information

~~None~~Our ordinary shares, no par value per share, are traded on the Nasdaq Capital Market under the ticker symbol “NESR.” As of December 31, 2025, there were approximately 11 registered holders of record of our ordinary shares. Because many shares are held by brokers and other institutions on behalf of beneficial owners, the actual number of beneficial holders is substantially greater than the number of record holders.

~~Item~~Corporate Performance ~~9A. Controls and Procedures.~~Graph

~~Evaluation~~The following graph compares the yearly change in our cumulative total shareholder return on our ordinary shares with the cumulative total return on the published Standard & Poor’s 500 Stock Index, the cumulative total return on the S&P 500 Oil and Gas Equipment and Services Index, and the Philadelphia Oil Service Index (“OSX”) over the preceding five year period. Although the Company is not a component of ~~Disclosure~~the ~~Controls~~OSX, this index represents a large group of companies with similar industry exposure, many of which provide the same or similar equipment and ~~Procedures~~services as the Company.

~~Disclosure~~Comparison ~~controls are procedures that are designed with the objective~~ of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2017, pursuant to Rule 13aFive-~~15(b)~~Year ~~under~~Cumulative ~~the~~Total ~~Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2017, our disclosure controls and procedures were effective.~~Return

~~We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures~~NESR, noS&P ~~matter~~500 ~~how~~Stock ~~well conceived and operated~~Index, ~~can provide only reasonable, not absolute, assurance that the objectives~~ ofS&P ~~the~~500 ~~disclosure~~Oil ~~controls~~ and ~~procedures~~Gas ~~are~~Equipment ~~met. Further, the design of disclosure controls~~ and ~~procedures~~Services ~~must reflect the fact that there are resource constraints~~Index, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.OSX

Management’s Report on Internal Controls over Financial Reporting

		2020		2021		2022		2023		2024		2025
National Energy Services Reunited Corp.(“NESR”)		$	100.00	$	95.17	$	69.89	$	61.43	$	90.23	$	157.70
S&P 500	Stock Index		100.00		126.89		102.22		126.99		156.59		182.25
S&P 500 O&G	Oil and Gas Equipment and Services Index		100.00		118.93		189.17		189.22		163.77		165.42
Philadelphia Oil Service Index (“OSX”)			100.00		111.35		179.61		190.38		177.84		184.37

~~This~~The ~~report~~comparison ~~does~~of ~~not~~total ~~include~~return aon ~~report~~investment of(change ~~management’s~~in ~~assessment~~year-end ~~regarding~~stock ~~internal~~price ~~control~~plus ~~over~~reinvested ~~financial~~dividends) ~~reporting~~assumes orthat an$100 ~~attestation report~~was ofinvested ~~our~~on December ~~registered~~31, ~~public~~2019, ~~accounting~~in ~~firm~~NESR ~~due~~ordinary toshares, athe ~~transition~~S&P ~~period~~500 ~~established~~Index, by the ~~rules~~S&P of500 ~~the~~Oil ~~Securities~~ and ~~Exchange Commission~~Gas ~~for~~Equipment ~~newly~~and ~~public~~Services ~~companies~~Index, and the OSX.

~~Changes~~The incorporate ~~Internal~~performance ~~Control~~graph ~~over~~and ~~Financial~~related ~~Reporting~~information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that NESR specifically incorporates it by reference into such filing.

~~There~~ITEM were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting6. [RESERVED]

Item 9B. Other Information

None.

~~PART~~ITEM ~~III~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Item~~The following 10discussion and analysis is provided to increase the understanding of, and should be read in conjunction with the accompanying consolidated financial statements and related notes. ~~Directors~~In addition, ~~Executive~~see ~~Officers~~Item 1A, “Risk Factors” and ~~Corporate~~the ~~Governance~~“Forward-Looking Statements” included in this Annual Report. for a discussion of the risks, uncertainties and assumptions associated with these statements. Unless otherwise noted, all amounts discussed herein are consolidated.

~~Directors and~~EXECUTIVE ~~Executive Officers~~OVERVIEW

AsDrivers of ~~the~~Our ~~date~~Financial ofCondition ~~this report, our directors~~ and ~~officers~~Results ~~are~~of ~~as follows:~~Operations

Name	Age	Position
Sherif Foda	48	Chief Executive Officer and Chairman of the Board
Thomas Wood	60	Chief Financial Officer and a Director
Antonio J. Campo Mejia	60	Independent Director
Hala Zeibak	37	Independent Director

We are a provider of services to the oil and natural gas industry primarily in the MENA region. We currently operate in 16 countries, with a strong presence in Saudi Arabia, Oman, Kuwait, UAE, Iraq, Egypt, Libya, and Algeria. Our company was founded with a vision of creating a regional provider for oilfield services that offers a full portfolio of solutions for our customers with a focus on supporting the economies in which we operate. ESG considerations are central to our Company, and we believe that employing local staff and fully integrating with regional economies is a critical part of the social component of our ESG philosophy. In addition, we have found that promoting high local content in our operations optimizes our cost structure, enhancing our ability to generate free cash flow in various commodity price environments.

~~Sherif~~Customer ~~Foda~~investment ~~has served as our Chief Executive Officer and Chairman since our inception. He has more than 24 years of professional experience~~ in ~~the~~ oil and natural gas ~~industry working for Schlumberger Limited (NYSE: SLB) (“Schlumberger”) around the world~~exploration, ~~particularly~~ infield ~~the Middle East~~development, ~~Europe~~ and ~~the~~production ~~US.~~is ~~From~~driven ~~June~~by ~~2016~~multiple ~~to January 2018~~factors, heincluding ~~served~~global ~~as Senior Advisor to the Chairman~~energy ofsupply ~~Schlumberger. From July 2013 through June 2016, he has served as an officer~~ and ~~the~~demand ~~President of the Production Group of Schlumberger. From June 2011 to June 2013~~forecasts, hegeopolitical ~~served as the President of Schlumberger Europe~~ and ~~Africa.~~economic ~~From~~conditions June 2009 to June 2011, he served as Schlumberger’s Vice President and Managing Director of the Arabian market: Saudi Arabia, Kuwait and Bahrain. From July 2007 to May 2009, he served as Schlumberger’s Worldwide Vice President for Well Intervention. From 2005 to 2007, he was Schlumberger’s Vice President for Europe, Caspian and Africa. From 2002 to 2005, he served as the Managing Director of Schlumberger in ~~Oman.~~key Inoperating ~~2001~~regions, ~~he served as Schlumberger’s Operations Manager for UAE, Qatar, Yemen~~ and ~~the~~expectations ~~Arabian Gulf. He started his career in 1993 with Schlumberger, working on the offshore fields in the Red Sea, then transferred to Germany~~ for ~~two~~future ~~years, then served as the general manager of operations in Eastern Europe countries (mainly Poland, Lithuania, Romania and Hungary). Prior to working in the~~ oil and natural gas ~~industry, he worked in the information technology and computer industry for two years in Egypt~~prices. He graduated in 1991 from Ain Shams University in Cairo, Faculty of Engineering, and he holds a BSc double major in Electronics and Automatic control. Mr. Foda is a board member of Energy Recovery, Inc. (NASDAQ: ERII), a technology company based in California. Also, he serves on the board of Trustees of Awty International School in Houston, and is a board member for Al Fanar Venture philanthropy in London.

WeDuring ~~believe~~the ~~that~~years ~~Mr.~~ended ~~Foda~~December is31, ~~qualified~~2025, to2024, ~~serve~~and on2023, ~~our~~approximately ~~Board~~99%, of99%, ~~Directors~~and ~~because~~99%, respectively, of ~~his~~our ~~extensive~~revenue ~~experience~~was generated from operations in the MENA region. According to the Energy Institute Statistical Review of World Energy 2025 (74th edition), the Middle East accounts for nearly one-third of global oil ~~and~~production, ~~gas~~underscoring ~~industry~~the region’s critical role in global energy supply. NESR’s ~~including~~strong ~~approximately~~presence 24in ~~years~~these ~~with~~markets ~~Schlumberger~~provides ~~and~~a ~~his~~unique ~~extensive~~competitive ~~oil~~advantage. ~~field~~Many ~~services~~MENA ~~industry~~economies ~~experience~~are ~~throughout~~structurally dependent on the ~~MENA~~energy ~~region~~sector as their primary source of national revenue and therefore maintain consistent production and development activity, even in periods of lower commodity prices. With some of the lowest break-even costs of production globally, Middle Eastern producers continue to invest through cycles, enabling NESR to benefit from a stable demand base and aslong-term ancustomer ~~executive~~relationships. This strategic geographic focus positions NESR to deliver resilient financial performance and ~~board~~sustainable ~~member~~growth, even amid broader market volatility.

~~Thomas~~Key ~~Wood~~Performance has served as a director since our inception and has served as our Chief Financial Officer from inception until October 2017 and from November 29, 2017 until the present. He is an entrepreneur with over 35 years of experience in establishing and growing public and private companies that provide or use oil and gas contract drilling services. Since December 1990, he has served as the Chief Executive Officer of Round Up Resource Service Inc., a private investment company. Mr. Wood founded Xtreme Drilling Corp. (TSX:XDC), an onshore drilling and coil tubing technology company, in May 2005 and served as its Executive Chairman until May 2011 and its Chief Executive Officer and Director from May 2011 through August 2016. He is the founder of Savanna Energy Services Corp. (TSE: SVY), a North American energy services provider, where he served as the Chairman from 2001 to March 2005. He also served as Director at various companies engaged in the exploration and production of junior oil and gas, including Wrangler West Energy Corp. from April 2001 to 2014; New Syrus Capital Corporation from 1998 to 2001 and Player Petroleum Corporation from 1997 to 2001. In addition, Mr. Wood served as the President, Drilling and Wellbore Service, of Plains Energy Services Ltd. from 1997 to 2000 and Wrangler Pressure Control from 1998 to 2001. He served as the President of Round-Up Well Servicing Inc. from 1988 to 1997 and Vice President of Shelby Drilling from 1981 to 1987. Mr. Wood holds a BA in Economics from University of Calgary.Indicators

WeHistorically, ~~believe~~we ~~that~~have ~~Mr.~~monitored ~~Wood~~two isprincipal ~~qualified~~non-financial toperformance indicators that serve onas ~~our~~key ~~Board~~drivers of ~~Directors~~our ~~because~~results of ~~his~~operations: ~~extensive experience in the~~ oil ~~and gas industry,~~prices ~~his experience as an entrepreneur~~ and ~~building~~rig ~~public companies and high growth organizations~~count.

~~Antonio~~Oil J.price ~~Campo~~trends ~~Mejia,~~are ~~who~~significant ~~has~~because ~~been an independent director since May 12, 2017, has been a non-executive director of~~ the ~~Supervisory Board~~level of ~~Fugro~~spending ~~N.V.~~by ~~(Euronext:~~our ~~FUR),~~customers ais ~~company~~heavily ~~providing~~influenced ~~geotechnical,~~by ~~survey,~~expectations ~~subsea~~of ~~and~~future ~~geosciences~~oil ~~services~~prices, ~~since 2014 and~~ ~~Vice-Chairman~~which ofreflect ~~Basin~~anticipated ~~Holdings, a~~ global ~~holding~~supply ~~company focused on providing products~~ and ~~services~~demand ~~to energy and industrial customers since 2012~~dynamics. ~~From~~Fluctuations ~~2012 to 2013, Mr. Campo Mejia served as non-executive director at Integra Group, an oilfield services company mainly active~~ in ~~Russia~~spending ~~and~~directly ~~the~~affect Commonwealth of Independent States, and served as its Chief Executive Officer from 2009 to 2012. Mr. Campo Mejia also served as non-executive director at Basin Supply LP, Basin Tools LP and Basin Energy Services LP from 2009 to 2014. Prior to that, Mr. Campo Mejia spent 28 years of his professional career at Schlumberger, the ~~world’s leading~~demand ~~oilfield services company in a multitude of senior management positions in different parts of the world. Mr. Campo Mejia served as the President of Latin America~~ for ~~Oilfield~~our Services of Schlumberger from 2006 to 2008. Mr. Campo Mejia served as President of Europe & Africa, Schlumberger Oilfield Services from 2003 to 2006. From 2000 to 2006, he was the President of Schlumberger’s Integrated Project Management business responsible for the worldwide operations in this service line. From 1999 to 2000, Mr. Campo Mejia served as Schlumberger’s Director of Personnel for the Reservoir Management Group in Houston, Texas. From 1997 to 1999, he was Schlumberger’s Vice President of Oilfield Services Latin America South managing a full range of services ~~in the region~~. In his career prior to 1997, Mr. Campo Mejia held a number of senior management and technical positions in Schlumberger’s wireline business. Mr. Campo Mejia received his bachelor’s degree in Electronic Engineering from Pontificia Universidad Javeriana in 1980.

Rig count, particularly in the regions where we operate, serves as an indicator of the level of drilling activity and capital investment. Historically, changes in rig count have correlated closely with our financial performance and operational activity levels.

In recent years, our customers, particularly in certain parts of the MENA region, have increased their focus on natural gas development, including the commercialization of unconventional gas resources. Over time, we expect the natural gas market to become an additional key performance indicator for the Company, reflecting its growing importance in regional energy strategies and our expanding participation in that segment.

The following table shows rig count (Source: Baker Hughes Published Rig Count Data) and oil prices (Source: U.S. Energy Information Administration - Brent – Europe) as of the dates indicated:

	As of December 31,
	2025		2024		2023

Rig count:
MENA		565		591		379
Rest of World – outside of North America		500		523		576
Total International Rig Count		1,065		1,114		955

Brent Crude (per barrel)	$	61.35	$	74.58	$	77.69

RESULTS OF OPERATIONS

We operate our business through two operating segments and report our results of operations through two reporting segments, Production Services and Drilling and Evaluation Services, which aggregate services performed during distinct stages of a typical life cycle of an oil and gas well.

WeProduction ~~believe that Mr~~Services. ~~Campo~~Our ~~Mejia~~Production isServices ~~qualified~~segment toincludes ~~serve~~the onresults ~~our~~of ~~Board~~operations offrom ~~Directors~~services ~~because~~that ofare ~~his~~generally ~~extensive~~offered ~~experience~~and performed induring the ~~oil~~completion and production stages of a well’s lifecycle. These services mainly include hydraulic ~~gas~~fracturing, ~~industry~~coiled tubing, stimulation and ~~his~~pumping, ~~experience~~cementing, asnitrogen anservices, ~~executive~~filtration inservices, ~~oilfield~~pipelines and industrial services, production assurance, artificial lift services, completions and ~~board~~integrated ~~member~~production management. Our Production Services segment accounted for 62%, 67%, and 69%, of ~~multinational~~our ~~companies~~revenues for the years ended December 31, 2025, 2024, and 2023, respectively.

~~Hala Zeibak, who has been an~~Drilling ~~independent~~and ~~director~~Evaluation ~~since~~Services. ~~May~~Our ~~12,~~Drilling ~~2017,~~and isEvaluation ~~director~~Services ofsegment ~~investments~~includes ~~at Olayan Europe Limited,~~ the ~~investment~~results ~~advisory arm~~ of ~~The Olayan~~operations ~~Group~~from ~~for~~services ~~the~~that ~~United~~are generally ~~Kingdom,~~offered ~~Europe~~ and ~~Asia.~~performed ~~The~~during ~~Olayan~~the ~~Group~~well isconstruction astage ~~private~~of ~~multinational enterprise with~~ a ~~managed~~well’s ~~portfolio of~~lifecycle ~~international investments~~ and ~~diverse~~related ~~commercial~~mainly ~~and~~to ~~industrial operations in~~ the ~~Middle~~operation of ~~East.~~drilling Msrigs. ~~Zeibak joined~~ The ~~Olayan Group~~services inmainly ~~July~~include ~~2005~~rigs and ~~initially~~integrated ~~worked~~services, atfishing ~~Olayan~~and ~~America~~downhole intools, ~~New~~thru-tubing ~~York.~~intervention, tubular ~~She~~running ~~transferred~~services, todirectional ~~Olayan~~drilling, ~~Europe~~drilling inand ~~London~~completion influids, ~~January~~pressure ~~2011. Ms.~~control, ~~Zeibak’s~~well ~~focus~~testing isservices, onwireline logging ~~public~~services and ~~private~~slickline ~~equity~~services. ~~investments~~Our ~~primarily~~Drilling inand ~~the~~Evaluation ~~energy~~Services ~~and~~accounted ~~affiliated~~for ~~sectors~~38%, ~~including oil~~33%, ~~gas,~~and ~~power~~31%, ~~commodities and industrials. She is a member~~ of ~~the~~our ~~Oxford~~revenues ~~Energy Policy Club. Ms. Zeibak received a BA in Economics~~for ~~from~~the ~~Tufts~~years ~~University~~ended inDecember ~~2003~~31, ~~graduating~~2025, ~~Summa~~2024, ~~Cum~~and ~~Laude~~2023, ~~with membership in the Phi Beta Kappa Society~~respectively. ~~She~~Please ~~went~~see on“Principal toActivities” ~~earn~~within aItem 1, ~~master’s~~“Business” ~~degree~~ in ~~2005~~this ~~from~~Annual ~~the~~Report ~~Fletcher~~for ~~School~~additional description of ~~Law~~our &reportable ~~Diplomacy at Tufts~~segments.

WeKey ~~believe~~Components ~~that Ms. Zeibak is qualified to serve on our Board~~ of ~~Directors~~Revenues ~~because of her extensive experience in the investment community~~ and ~~with diverse industries and multinational operations including MENA.~~Expenses

~~Number and Terms of Office of Officers and Directors~~Revenues

We ~~are~~earn ~~managed~~revenue ~~under~~from ~~the~~our ~~direction~~broad suite of ~~our~~oilfield ~~Board~~services, ofincluding ~~Directors~~coiled tubing, ~~which~~hydraulic ~~currently~~fracturing, ~~consists~~cementing, ofstimulation ~~four~~and ~~directors.~~pumping, well ~~Our~~testing ~~Board~~services, ofdrilling ~~Directors is~~services ~~divided~~and ~~into~~rental, ~~two~~fishing ~~classes~~and ~~with~~remediation, ~~only~~drilling ~~one~~and ~~class~~workover ofrigs, ~~directors~~nitrogen ~~being~~services, ~~elected~~wireline logging inservices, ~~each~~turbines ~~year~~drilling, directional drilling, filtration services and ~~each~~slickline ~~class~~services, ~~(except~~among ~~for~~others. ~~those~~Revenues ~~directors~~are recognized ~~appointed~~when ~~prior~~performance obligations are satisfied in accordance with contractual terms, in an amount that reflects the consideration the Company expects to ~~our~~be ~~first~~entitled ~~annual~~to ~~meeting~~in ofexchange ~~shareholders)~~for ~~serving~~services arendered ~~two-year~~or ~~term~~rentals provided. ~~The~~A ~~term~~performance ofobligation ~~office~~arises ofunder ~~the~~contracts ~~first~~with customers ~~class~~to render services or provide rentals and is the unit of ~~directors~~ account under Accounting Standards Update (ASU) 2014-09, ~~consisting~~Revenue from ofContracts Mrwith Customers. ~~Campo~~The ~~Mejia~~Company accounts for services rendered and ~~Ms.~~rentals ~~Zeibak~~provided separately if they are distinct, ~~will~~and the ~~expire~~service ator ~~our~~rental ~~first~~is ~~annual~~separately ~~meeting~~identifiable offrom ~~shareholders.~~other ~~The~~items ~~term~~provided ~~of office~~to ofa customer and if a customer can benefit from the ~~second~~services rendered ~~class~~or ofrentals ~~directors,~~provided ~~consisting~~on ofits ~~Messrs~~own or with other resources that are readily available to the customer. ~~Foda~~A contract’s transaction price is allocated to each distinct performance obligation and ~~Wood,~~recognized ~~will~~as ~~expire~~revenue atwhen, ~~the~~or ~~second~~as, ~~annual~~the ~~meeting~~performance ofobligation ~~shareholders~~is satisfied. WeA docontract’s ~~not~~standalone ~~currently~~selling ~~intend~~prices toare ~~hold~~determined anbased ~~annual~~on ~~meeting~~the ofprices ~~shareholders~~that ~~until~~the ~~after~~Company wecharges ~~consummate~~for ~~our~~its ~~initial~~services ~~business~~rendered ~~combination~~and ~~(unless~~rentals weprovided. doMost ~~not~~of ~~consummate~~ the ~~Merger~~Company’s performance obligations are satisfied over time, which is generally represented by a period of 30 days or anless. ~~alternative~~The ~~business~~Company’s ~~combination~~payment ~~prior~~terms tovary ~~May~~by ~~17,~~the ~~2019,~~type inof ~~which~~products ~~case~~or ~~NASDAQ~~services ~~rules require~~offered. ~~that~~The weterm ~~hold~~between aninvoicing ~~annual~~and when ~~meeting~~the ~~prior~~payment tois ~~December~~due ~~31,~~is ~~2018)~~typically 30-60 days per contract.

~~Officers~~Cost ~~are appointed by the Board~~ of ~~Directors and serve at the discretion of the board, rather than for specific terms of office.~~services

~~Director~~Cost ~~Independence~~of services primarily includes staff costs for service personnel, purchase of non-capitalized material, equipment and supplies (such as tools and rental equipment), depreciation relating to capital assets used in our operations, vehicle and equipment rental and maintenance and repair.

NASDAQ listing standards require that a majority of our Board of Directors be independent as long as we are not a controlled company. An “independent director” is defined under the NASDAQ rules generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s Board of DirectorsSelling, ~~would interfere with the director’s exercise of independent judgment in carrying out the responsibilities~~ ofgeneral ~~a director. Our Board of Directors has determined that Mr. Campo~~ and ~~Ms.~~administrative ~~Zeibak~~(excluding ~~are~~Amortization) (“~~independent directors~~SG&A”) ~~as defined in the NASDAQ listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.~~expense

~~Committees~~SG&A ofexpense, ~~the~~excluding ~~Board~~Amortization, which is presented separately, primarily includes salary and employee benefits for non-production personnel (primarily management and administrative personnel), professional service fees, office facilities and equipment, office supplies and non-capitalized office equipment and depreciation of ~~Directors~~office furniture and fixtures.

~~Audit Committee~~Amortization

WeAmortization ~~have~~expense ~~established~~primarily anincludes ~~audit~~amortization ~~committee~~ of ~~the~~intangible ~~Board~~assets ofassociated ~~Directors.~~with ~~Mr.~~acquired ~~Campo~~customer ~~Mejia~~contracts, ~~Ms.~~trademarks ~~Zeibak~~ and Mrtradenames. Wood currently serve as members of our audit committee. Mr. Campo Mejia serves as chairman of the audit committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Mr. Campo Mejia and Ms. Zeibak are each independent under applicable NASDAQ and SEC rules.

Each member of the audit committee is financially literate and our Board of Directors has determined that Mr. Campo Mejia qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

~~Responsibilities~~Interest ofexpense, ~~the audit committee include:~~net

●Interest expense ~~reviewing~~primarily ~~and~~consists ~~discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board~~ of ~~Directors~~interest ~~whether~~on ~~the~~outstanding audited financial statements should be included in our Form 10-K; ● reviewing and discussing with management and our independent auditor our quarterly financial statements prior to the filing of our Form 10-Qsdebt, ~~including~~net ~~the results~~ of ~~the~~interest independent auditor’s review of the quarterly financial statements; ● discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; ● discussing with management major risk assessment and risk management policies; ● monitoring the independence of the independent auditor; ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● reviewing and approving all related-party transactions; ● inquiring and discussing with management our compliance with applicable laws and regulations; ● pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; ● appointing or replacing the independent auditor; ● determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and ● approving reimbursement of expenses incurred by our management team in identifying potential target businessesincome.

~~Compensation~~Other ~~Committee~~income / (expense), net

~~The~~Other ~~Board~~income of/ ~~Directors~~(expense), ~~has~~net ~~formed~~primarily aconsists ~~compensation committee~~ of ~~the~~inventory ~~Board~~scrap ~~of Directors. The current members of our Compensation Committee are Mr. Campo Mejia~~sales, ~~Ms.~~bank ~~Zeibak,~~charges and ~~Mr.~~foreign ~~Wood.~~exchange ~~Mr.~~gains ~~Campo Mejia~~ and Mslosses. ~~Zeibak are each independent under applicable NASDAQ and SEC rules. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:~~

●The discussions ~~reviewing~~below ~~and~~relating ~~approving on an annual basis the corporate goals and objectives relevant~~ to ~~our~~significant ~~Chief~~line ~~Executive~~items ~~Officer’s~~from ~~compensation, evaluating~~ our ~~Chief~~consolidated ~~Executive~~statements ~~Officer’s performance in light~~ of ~~such~~operations ~~goals~~are ~~and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s~~ based on ~~such~~available ~~evaluation; ● reviewing~~ information and ~~approving~~represent ~~the~~our ~~compensation~~analysis of ~~all~~significant ofchanges ~~our~~or ~~other~~events ~~executive~~that ~~officers;~~impact ●the ~~reviewing~~fluctuations ~~our~~in ~~executive~~or ~~compensation~~comparability ~~policies~~of ~~and~~reported ~~plans;~~amounts. ●Where appropriate, ~~implementing~~we ~~and~~have ~~administering~~identified ~~our~~specific ~~incentive~~events ~~compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement~~ and ~~annual~~changes ~~report~~that ~~disclosure~~affect ~~requirements;~~comparability ●or ~~approving~~trends. ~~all~~In ~~special perquisites~~addition, ~~special~~the ~~cash~~discussions ~~payments~~below ~~and~~for revenues ~~other~~are ~~special~~on ~~compensation~~an ~~and~~aggregate ~~benefit~~basis ~~arrangements~~ for ~~our~~each ~~executive~~fiscal ~~officers~~period, ~~and~~as ~~employees;~~the ●business ifdrivers ~~required,~~for ~~producing~~all aservices ~~report~~are onsimilar. ~~executive~~All ~~compensation~~amounts toin betables are ~~included~~ in ~~our~~US$ ~~annual~~thousands, ~~proxy~~except ~~statement;~~share ~~and~~data ~~● reviewing, evaluating~~ and ~~recommending~~per ~~changes,~~share ~~if appropriate, to the remuneration for directors~~amounts.

~~The~~Fiscal ~~charter~~Year ~~also~~2025 ~~provides~~compared ~~that~~to ~~the~~Fiscal ~~compensation~~Year committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.2024

The following table presents our Consolidated Statements of Operations data for the periods indicated:

	Year ended
Description	December 31, 2025			December 31, 2024

Revenues	$	1,324,047		$	1,301,704
Cost of services		(1,159,317	)		(1,093,031	)
Gross profit		164,730			208,673
Selling, general and administrative expenses (excluding Amortization)		(47,636	)		(52,195	)
Amortization		(18,774	)		(18,774	)
Operating income		98,320			137,704
Interest expense, net		(32,513	)		(39,881	)
Other (expense) / income, net		(5,409	)		(2,325	)
Income before income tax		60,398			95,498
Income tax expense		(9,266	)		(19,188	)
Net income	$	51,132		$	76,310

Revenue. Revenue was $1,324 million for the year ended December 31, 2025, compared to $1,301.7 million for the year ended December 31, 2024.

The table below presents our revenue by segment for the periods indicated:

	Year ended
	December 31, 2025		December 31, 2024
Reportable Segment:
Production Services	$	815,999	$	878,076
Drilling and Evaluation Services		508,048		423,628
Total revenue	$	1,324,047	$	1,301,704

Production Services revenue was $816.0 million for the year ended December 31, 2025, compared to $878.1 million for the year ended December 31, 2024. The change in revenue was primarily due to reduced hydraulic fracturing stages upon contract transition coupled with reduced coiled tubing activity in Saudi Arabia, and offset in part by higher specialty chemical sales in Egypt.

~~Nominating~~Drilling ~~Committee~~and Evaluation Services revenue was $508.0 million for the year ended December 31, 2025, compared to $423.6 million for the year ended December 31, 2024. The change in revenue was primarily due to increased business activity in Saudi Arabia and Kuwait. The change in revenue was primarily due to additional well testing activity due to increased rig assignments and sites in Saudi Arabia and higher period-over-period contribution from the Roya™ advanced directional drilling technology platform.

~~The~~Cost ~~Board~~ of ~~Directors~~services. ~~has~~Cost ~~formed~~of aservices ~~nominating~~was ~~committee~~$1,159.3 ofmillion for the ~~Board~~year ofended ~~Directors.~~December ~~The~~31, ~~current~~2025, ~~members~~compared ofto ~~our~~$1,093.0 ~~nominating~~million ~~committee~~for ~~are~~the Mryear ended December 31, 2024. ~~Campo~~On ~~Mejia~~a ~~and~~percentage Msbasis, cost of services was 87.6% ~~Zeibak~~of revenue during the year ended December 31, 2025, ~~each~~as compared to 84.0% of ~~whom~~revenue isfor anthe ~~independent~~year ~~director~~ended December 31, 2024, a 359-basis point increase. The ~~nominating~~change ~~committee~~in iscost ~~responsible~~of services ~~for~~as ~~overseeing the~~a ~~selection~~percentage of ~~persons~~total revenue is mainly due to bean ~~nominated~~elevated cost structure expected to ~~serve~~support onhigher ~~our~~activity ~~Board~~levels going offorward, ~~Directors~~particularly in Saudi Arabia. ~~The~~Cost ~~nominating~~of ~~committee~~services ~~considers~~included ~~persons~~depreciation ~~identified~~expense of $118.5 million and $111.7 million for bythe ~~its~~year ~~members,~~ended ~~management~~December 31, ~~shareholders~~2025, ~~investment~~and ~~bankers~~the ~~and~~year ~~others~~ended December 31, 2024, respectively.

~~Guidelines~~Gross profit. Gross profit was $164.7 million for ~~Selecting~~the ~~Director~~year ~~Nominees~~ended December 31, 2025, compared to $208.7 million for the year ended December 31, 2024. Gross profit as a percentage of total revenue was 12.4% and 16.0% for the year ended December 31, 2025, and the year ended December 31, 2024, respectively. The reason for the change is described under “Revenue” and “Cost of services.”

~~The~~SG&A ~~guidelines~~expenses. SG&A expenses, which represent costs associated with managing and supporting our operations, were $47.6 million for ~~selecting~~the ~~nominees~~year ended December 31, ~~which~~2025, ~~are~~compared ~~specified~~to in$52.2 million for the ~~Nominating~~year ~~Committee~~ended ~~Charter~~December 31, ~~generally~~2024. ~~provide~~SG&A ~~that~~as ~~persons~~a percentage of total revenue was 3.6% and 4.0% for the year ended December 31, 2025, and the year ended December 31, 2024, respectively. The decrease in SG&A period over period is primarily due to lower spending on activities designed to facilitate beremediation ~~nominated:~~of the Company’s previously existing material weaknesses.

●Amortization expense. ~~should~~Amortization ~~have~~expense ~~demonstrated~~was ~~notable~~$18.8 ormillion ~~significant~~for ~~achievements~~the inyear ~~business,~~ended ~~education~~December or31, ~~public service; ● should possess the requisite intelligence~~2025, ~~education~~compared ~~and experience~~ to ~~make~~$18.8 amillion ~~significant~~for ~~contribution to~~ the ~~board~~year ended ofDecember ~~directors and bring a range of skills~~31, ~~diverse~~2024. ~~perspectives~~Amortization ~~and~~expense ~~backgrounds~~is todriven ~~its~~mainly ~~deliberations;~~by ~~and~~acquired ●intangible ~~should~~assets ~~have~~resulting from the ~~highest~~acquisitions ~~ethical standards, a strong sense~~ of ~~professionalism~~ GES and ~~intense~~NPS ~~dedication~~in to2018, ~~serving~~SAPESCO ~~the~~in ~~interests~~2020, ofand ~~our~~Action ~~shareholders~~in 2021.

~~The~~Interest ~~Nominating~~expense, ~~Committee~~net. ~~will~~Interest ~~consider~~expense, anet, ~~number~~was of$32.5 ~~qualifications~~million ~~relating~~for tothe ~~management~~year ~~and~~ended ~~leadership~~December ~~experience~~31, ~~background~~2025, ~~and integrity~~compared ~~and~~to ~~professionalism~~$39.9 inmillion ~~evaluating a person’s candidacy~~ for the ~~membership~~year onended ~~the~~December ~~board~~31, ~~of directors~~2024. ~~The~~Interest ~~nominating committee~~expense, ~~may require certain skills or attributes~~net, ~~such~~decreased ~~as financial or accounting experience~~period-over-period, todue ~~meet specific board needs that arise from time~~ to ~~time~~lower ~~and~~debt ~~will~~levels ~~also~~during ~~consider~~ the ~~overall~~year ended ~~experience~~December ~~and~~31, ~~makeup~~2025, ofas ~~its~~compared ~~members~~ to ~~obtain~~the ayear ~~broad~~ended ~~and~~December ~~diverse mix~~31, ~~of board members~~2024. ~~The nominating committee does not distinguish among nominees recommended by shareholders and other persons.~~

~~Section~~Other 16(aexpense) ~~Beneficial~~/ ~~Ownership~~income, ~~Reporting~~net. ~~Compliance~~Other (expense) / income, net, was ($5.4) million for the year ended December 31, 2025, compared to ($2.3) million for the year ended December 31, 2024. The difference between periods is primarily due to increased equity investment impairments recorded in 2025 as compared to 2024 (see Note 8, Goodwill, Intangible, and Other Assets, to the consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report for further discussion).

~~Section~~Income ~~16(a)~~tax ofexpense. ~~the~~Income ~~Securities~~tax ~~Exchange~~expense ~~Act~~was of$9.3 ~~1934,~~million asfor ~~amended,~~the ~~requires~~year ~~our~~ended ~~officers~~December 31, ~~directors~~2025, ~~and~~compared ~~persons~~to ~~who~~$19.2 ~~beneficially~~million ~~own~~for ~~more~~the ~~than~~year ~~ten~~ended ~~percent~~December of31, ~~our~~2024. ~~ordinary~~The ~~shares~~decrease tobetween ~~file~~periods ~~reports~~is ofprimarily ~~ownership~~due ~~and~~to ~~changes~~a innet ~~ownership~~release ~~with~~of ~~the~~our ~~SEC.~~provisions ~~These~~for ~~reporting~~uncertain ~~persons~~tax ~~are~~positions ~~also~~and ~~required~~unrecognized totax ~~furnish~~benefits. usSee ~~with~~Note ~~copies~~12, ofIncome ~~all~~Taxes, ~~Section~~to ~~16(a)~~our ~~forms~~consolidated ~~they~~financial ~~file.~~statements ~~Based~~included ~~solely~~in ~~upon a review of such forms~~Item 8, ~~we believe~~“Financial ~~that~~Statements ~~during~~and ~~the~~Supplementary ~~year ended December 31~~Data,” ~~2017~~of ~~there~~this ~~were~~Annual ~~no delinquent filers~~Report.

~~Code~~Net income. As a result of ~~Ethics~~the foregoing, net income was $51.1 million for the year ended December 31, 2025, compared to a net income of $76.3 million for the year ended December 31, 2024.

We have adopted a code of ethics that applies to our officers and directors. We have filed copies of our code of ethics, our audit committee charter, our compensation committee charter and our nominating committee charter as exhibits to our registration statement in connection with our IPO. You may review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us.

Item 11. Executive Compensation

None of our executive officers has been paid cash compensation in connection with services rendered to the Company for the period from January 23, 2017 (inception) through December 31, 2017. Our Sponsor, executive officers and directors, or any of their respective affiliates, have been reimbursed and will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations.

To the extent that any incentive stock compensation plan is adopted by the Company for its employees, Sherif Foda in his capacity as CEO shall not participate in any such incentive stock compensation plan during 2018. The Compensation Committee will set compen

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