RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus.

Risks Relating to the Business Combination

The fact that BPGIC is a private company and all of its operations is conducted outside of the United States limits Twelve Seas’ access to all information that may be relevant to the Business Combination. This may result in a business combination that is not as profitable as Twelve Seas expects.

By definition, limited public information exists about private companies and companies that operate outside of the United States, and Twelve Seas has been required to make decisions on whether to pursue the Business Combination on the basis of information that may be more limited than a similar company operating within the United States, which may result in a business combination with a company that is not as profitable as Twelve Seas expected, if at all.

Twelve Seas has a limited ability to assess the management of BPGIC’s business and, as a result, cannot assure you that BPGIC’s management has all the skills, experience, qualifications or abilities to manage a public company.

Twelve Seas’ ability to assess BPGIC’s business’s management may be limited due to a lack of time, resources or information. Twelve Seas’ assessment of the capabilities of BPGIC’s management with respect to a public company, therefore, may prove to be incomplete or incorrect and BPGIC management may lack the skills, qualifications or abilities that Twelve Seas believed BPGIC management had, and the operations and profitability of Pubco or BPGIC post-Business Combination could be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to claim successfully that the reduction was due to the breach by Twelve Seas’ officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy statement materials relating to the Business Combination contained an actionable material misstatement or material omission.

BPGIC operates in an industry sector which is outside of Twelve Seas’ management’s area of expertise.

Although Twelve Seas’ management has endeavored to evaluate the risks inherent in the Business Combination, there is no assurance that Twelve Seas has adequately ascertained or assessed all of the significant risks of BPGIC’s business or industry. There is no assurance that an investment in securities in Twelve Seas will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in BPGIC. Twelve Seas management’s expertise may not be directly applicable to the evaluation or operation of BPGIC’s business, and the information contained in this proxy statement/prospectus regarding the areas of Twelve Seas management’s expertise would not be relevant to an understanding of BPGIC.

Twelve Seas’ Sponsor, officers and directors have agreed to vote their shares in favor of the Business Combination, regardless of how Twelve Seas’ Public Shareholders vote.

In connection with the Business Combination, Twelve Seas’ Sponsor, officers and directors have agreed to vote their Founder Shares and all ordinary shares acquired by the Sponsor, officers and directors during or after its Initial Public Offering in favor of the Business Combination. Currently, Twelve Seas’ Sponsor, officers and directors collectively own approximately [21.3]% of its outstanding ordinary shares of Twelve Seas. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if Twelve Seas’ Sponsor, officers and directors agreed to vote their shares in accordance with the majority of the votes cast by Twelve Seas’ Public Shareholders.

Twelve Seas may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case Twelve Seas would cease all operations except for the purpose of winding up and Twelve Seas would redeem Twelve Seas’ Public Shares and liquidate.

Twelve Seas must complete an initial business combination by December 22, 2019. Twelve Seas may not be able to consummate the Business Combination or any other business combination by such date. If Twelve Seas has not completed any initial business combination by such date, it will: (i) cease all operations except for the purpose of

winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding Public Shares, which Redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such Redemption, subject to the approval of Twelve Seas remaining shareholders and board of directors, dissolve and liquidate, subject in each case to Twelve Seas’ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Subsequent to our completion of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price post-Business Combination, which could cause you to lose some or all of your investment.

Even though we have conducted due diligence on BPGIC, we cannot assure you that this diligence will surface all material issues that may be present, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our, Pubco’s or BPGIC’s control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. The fact that we report charges of this nature could contribute to negative market perceptions about our securities post-Business Combination. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to claim successfully that the reduction was due to the breach by Twelve Seas officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this proxy statement/prospectus contained an actionable material misstatement or material omission.

Twelve Seas did not obtain an opinion from an independent investment banking or accounting firm, and consequently, you have no assurance from an independent source that the price Twelve Seas is paying for the business is fair to Twelve Seas from a financial point of view.

Twelve Seas is not required to obtain an opinion from an independent investment banking or accounting firm that the price Twelve Seas is paying for the Business Combination is fair to Twelve Seas from a financial point of view. Twelve Seas’ board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Its officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds, together with the experience and sector expertise of its financial advisors enabled them to make the necessary analyses and determinations regarding the Business Combination with BPGIC. In addition, Twelve Seas’ officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Twelve Seas’ board of directors in valuing BPGIC’s business, and assuming the risk that the board of directors may not have properly valued such business.

The grant and future exercise of registration rights may adversely affect the market price of Twelve Seas ordinary shares and Ordinary Shares of Pubco upon consummation of the Business Combination.

Pursuant to the existing registration rights agreement with Twelve Seas’ Sponsor and the registration rights agreement to be entered into in connection with the Business Combination and which are described elsewhere in this proxy statement/prospectus, Twelve Seas’ Sponsor and the Seller can demand that Pubco register their registrable securities under certain circumstances and will also have piggyback registration rights for these securities in connection with certain registrations of securities that Pubco undertakes. Following the consummation of the Business Combination, Pubco intends to file and maintain an effective registration statement under the Securities Act covering such securities.

The registration of these securities will permit the public resale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Pubco’s Ordinary Shares post-Business Combination.

Sales of a substantial number of Pubco securities in the public market following the Business Combination could adversely affect the market price of our Ordinary Shares.

4,140,000 of the 5,175,000 Founder Shares and 529,000 Units that Twelve Seas’ Initial Shareholders currently hold will be exchangeable for Ordinary Shares and warrants of Pubco and continue to be held by Twelve Seas’ Initial Shareholders following the Business Combination. Such Pubco securities will be subject to a one year lock up restriction following the Closing, subject to the possible early release of 50% of such shares in the event the closing price of the Ordinary Shares exceeds $12.50 for 20 trading days during any 30 trading day period. Assuming the Initial Shareholders own the same number of shares at closing as they do on the date hereof, 1,552,500 of such Founder Shares will be placed in escrow and subject to forfeiture on the terms and conditions of the Founder Share Letter (defined below). After the lock-up period expires, these Ordinary Shares will become eligible for future sale in the public market. As and if the milestones in the Founder Share Letter are satisfied, portions of the escrowed shares will be released to the Initial Shareholders and will become eligible for future sale in the public market. Sales of a significant number of these Ordinary Shares of Pubco in the public market, or the perception that such sales could occur, could reduce the market price of Ordinary Shares of Pubco.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, Twelve Seas’ board of directors will not have the ability to adjourn the Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

Twelve Seas’ board of directors is seeking approval to adjourn the Meeting to a later date or dates if, at the Meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the Business Combination. If the Adjournment Proposal is not approved, Twelve Seas’ board will not have the ability to adjourn the Meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the Business Combination. In such event, the Business Combination would not be completed.

Risks Relating to Redemptions and Certain Outstanding Securities of Twelve Seas

The ability of Twelve Seas’ Public Shareholders to redeem their shares for cash may make Twelve Seas’ financial condition unattractive to BPGIC, which may affect BPGIC’s ability to close the Business Combination.

Pursuant to the Business Combination Agreement, Twelve Seas would need to have net tangible assets of at least $5,000,001 in the Trust Account after giving effect to the Redemption and any private placement investment as a closing condition to the Business Combination. Further, BPGIC, Pubco, Merger Sub and the Seller are not obligated to consummate the transaction if Pubco and Twelve Seas will have Closing Net Cash of less than $125,000,000 as of the Closing after giving effect to the Redemptions of Public Shares and the proceeds of any private placement. Therefore, Twelve Seas will need to reserve a portion of the cash in the Trust Account to meet such requirements, or, if such amounts are not available after taking into account all Redemptions, arrange for third party debt or equity financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. If too many Public Shareholders exercise their Redemption rights, Twelve Seas would not be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination unless this condition is waived. Furthermore, in no event will Twelve Seas redeem its Public Shares in an amount that would cause Twelve Seas’ net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, or any greater net tangible asset or cash requirement which may be contained in the agreement. Consequently, if accepting all properly submitted Redemption requests would cause Twelve Seas’ net tangible assets to be less than $5,000,001, Twelve Seas would not proceed with the Business Combination and may instead search for an alternate business combination.

The ability of Twelve Seas’ Public Shareholders to exercise Redemption rights with respect to a large number of Twelve Seas’ shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

The Business Combination Agreement requires Twelve Seas to have net tangible assets of at least $5,000,001 upon the Closing after taking into account any redemptions and private placement investments. Further, BPGIC, Pubco, Merger Sub and the Seller are not obligated to consummate the transaction if Pubco and Twelve Seas will have Closing Net Cash of less than $125,000,000 as of the Closing after giving effect to the Redemptions of Public Shares and the

proceeds of any private placement. Therefore the probability that the Business Combination will be unsuccessful is increased by the amount of shareholder Redemptions. If the Business Combination is unsuccessful and Twelve Seas is not able to consummate another business combination before December 22, 2019, Twelve Seas’ Public Shareholders will not receive their pro rata portion of the Trust Account until Twelve Seas liquidates the Trust Account. If Twelve Seas Public Shareholders are in need of immediate liquidity, they could attempt to sell their stock in the open market; however, at such time Twelve Seas’ stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, Twelve Seas Public Shareholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with Twelve Seas’ Redemption until Twelve Seas liquidates or they are able to sell their stock in the open market.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares, Warrants or Rights, potentially at a loss.

Twelve Seas’ Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) Twelve Seas’ completion of the Business Combination, and then only in connection with those ordinary shares of Twelve Seas that such shareholder properly elected to redeem, subject to the limitations described herein, and (ii) the Redemption of Twelve Seas’ Public Shares if Twelve Seas is unable to complete its business combination by December 22, 2019, subject to applicable law and as further described herein. In addition, if Twelve Seas plans to redeem its Public Shares if Twelve Seas is unable to complete a business combination by December 22, 2019, for any reason, compliance with Cayman Islands law may require that Twelve Seas submits a plan of dissolution to Twelve Seas’ then-existing shareholders for approval prior to the distribution of the proceeds held in Twelve Seas’ Trust Account. In that case, Public Shareholders may be forced to wait beyond December 22, 2019, before they receive funds from the Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares, Warrants or Rights, potentially at a loss.

If Twelve Seas shareholders fail to properly demand Redemption rights, they will not be entitled to convert their ordinary shares of Twelve Seas into a pro rata portion of the Trust Account.

Twelve Seas shareholders holding Public Shares may demand that Twelve Seas convert their shares into a pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. Twelve Seas shareholders who seek to exercise this Redemption right must deliver their shares (either physically or electronically) to Twelve Seas’ transfer agent prior to the vote at the Meeting. Any Twelve Seas shareholder who fails to properly demand Redemption rights will not be entitled to convert his or her shares into a pro rata portion of the Trust Account for Redemption of his shares. See the section entitled “Extraordinary General Meeting of Twelve Seas Shareholders — Redemption Rights” for the procedures to be followed if you wish to convert your shares to cash.

NASDAQ may not list Pubco’s securities on its exchange, which could limit investors’ ability to make transactions in Pubco’s securities and subject Pubco to additional trading restrictions.

Pubco intends to apply to have its securities listed on NASDAQ upon consummation of the Business Combination. Pubco will be required to meet the initial listing requirements to be listed. Pubco may not be able to meet those initial listing requirements. Even if Pubco’s securities are so listed, Pubco may be unable to maintain the listing of its securities in the future.

If Pubco fails to meet the initial listing requirements and NASDAQ does not list its securities on its exchange, or if Pubco is unable to maintain the listing of its securities on NASDAQ, Pubco could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        a less liquid market for its securities;

•        a limited amount of news and analyst coverage for the company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Twelve Seas’ current directors and executive officers beneficially own ordinary shares of Twelve Seas, Warrants and Rights that will be worthless, and have incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination with BPGIC.

Twelve Seas’ officers and directors and/or their affiliates beneficially own or have a pecuniary interest in Founder Shares and Private Placement Units that they purchased prior to, or simultaneously with, the Initial Public Offering. Twelve Seas’ executive officers and directors and their affiliates have no Redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination with BPGIC or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of approximately $1 million based upon the closing prices of the shares and Units on NASDAQ on September 19, 2019. Furthermore, Twelve Seas’ officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Twelve Seas’ behalf, such as identifying and investigating possible business targets and business combinations. These expenses will be repaid upon completion of the Business Combination with BPGIC. However, if Twelve Seas fails to consummate the Business Combination, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, Twelve Seas may not be able to repay or reimburse these amounts if the Business Combination is not completed. See the section entitled “The Business Combination Proposal — Interests of Twelve Seas’ Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of Twelve Seas’ directors to approve the Business Combination with BPGIC and to continue to pursue such Business Combination. In considering the recommendations of Twelve Seas’ board of directors to vote for the Business Combination Proposal and other proposals, its shareholders should consider these interests.

Twelve Seas’ executive officers are liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced their decision to approve the Business Combination with BPGIC.

If the Business Combination with BPGIC or another business combination is not consummated by Twelve Seas within the required time period, Twelve Seas’ executive officers will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Twelve Seas for services rendered or contracted for or products sold to Twelve Seas, but only if such a vendor or target business has not executed a waiver agreement. If Twelve Seas consummates a business combination, on the other hand, Twelve Seas will be liable for all such claims. Neither Twelve Seas nor the executive officers have any reason to believe that the executive officers will not be able to fulfill their indemnity obligations to Twelve Seas. See the section entitled “Other Information Related to Twelve Seas — Financial Condition and Liquidity” for further information.

These personal obligations of the executive officers may have influenced Twelve Seas’ board of director’s decision to approve the Business Combination with BPGIC and to continue to pursue such Business Combination. In considering the recommendations of Twelve Seas’ board of directors to vote for the Business Combination Proposal and other proposals, Twelve Seas’ shareholders should consider these interests.

The exercise of Twelve Seas’ directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Twelve Seas’ shareholders’ best interest.

In the period leading up to the Closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Twelve Seas to agree to amend the Business Combination Agreement, to consent to certain actions taken by BPGIC or to waive rights that Twelve Seas is entitled to under the Business Combination Agreement. Such events have arisen and could continue to arise because of changes in the course of BPGIC’s business, a request by BPGIC to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on BPGIC’s business and would entitle Twelve Seas to terminate the Business Combination Agreement. In any of such circumstances, it would be at Twelve Seas’ discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding

risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Twelve Seas and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Twelve Seas does not believe there will be any changes or waivers that Twelve Seas’ directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Twelve Seas will circulate a new or amended proxy statement/prospectus and resolicit Twelve Seas’ shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

If Twelve Seas is unable to complete the Business Combination with BPGIC or another business combination by December 22, 2019, Twelve Seas will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Twelve Seas and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by shareholders could be less than $10.00 per share.

Under the terms of Twelve Seas’ amended and restated memorandum and articles of association, Twelve Seas must complete the Business Combination with BPGIC or another business combination by December 22, 2019, or Twelve Seas must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Twelve Seas. Although Twelve Seas has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Twelve Seas’ Public Shareholders. If Twelve Seas is unable to complete a business combination within the required time period, the executive officers have agreed they will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Twelve Seas for services rendered or contracted for or products sold to Twelve Seas, but only if such a vendor or prospective target business does not execute such a waiver. However, they may not be able to meet such obligation. Therefore, the per-share distribution from the Trust Account in such a situation may be less than $10.00 due to such claims.

Additionally, if Twelve Seas is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Twelve Seas otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, Twelve Seas may not be able to return to its Public Shareholders at least $10.00 per share.

Twelve Seas’ shareholders may be held liable for claims by third parties against Twelve Seas to the extent of distributions received by them.

If Twelve Seas is unable to complete the Business Combination with BPGIC or another business combination within the required time period, Twelve Seas will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, which Redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such Redemption, subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Twelve Seas cannot assure you that it will properly assess all claims that may be potentially brought against Twelve Seas. As such, Twelve Seas’ shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Twelve Seas cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by Twelve Seas.

If Twelve Seas is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/ creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Twelve Seas’ shareholders. Furthermore, because Twelve Seas intends to distribute the proceeds held in the Trust Account to its Public Shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its Public Shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Twelve Seas’ board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. Twelve Seas cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Twelve Seas shareholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on the ordinary shares of Twelve Seas.

At any time prior to the Meeting, during a period when they are not then aware of any material nonpublic information regarding Twelve Seas or its securities, Twelve Seas’ Initial Shareholders, officers, directors, BPGIC or BPGIC’s shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of Twelve Seas or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on the ordinary shares of Twelve Seas. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Meeting.

Risks Related to Pubco’s Business and Operations Following the Business Combination with BPGIC

The value of your investment in Pubco following consummation of the Business Combination will be subject to the significant risks affecting Pubco and BPGIC and inherent in the industry in which BPGIC operates. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/prospectus. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of Pubco’s Ordinary Shares to decline, perhaps significantly, and you therefore may lose all or part of your investment. As used in the risks described in this subsection, references to “we,” “us” and “our” are intended to refer to BPGIC unless the context clearly indicates otherwise.

Following the consummation of the Business Combination, Pubco’s only significant asset will be its ownership of BPGIC and affiliates and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable Pubco to pay any dividends on its Ordinary Shares or satisfy other financial obligations.

Following the consummation of the Business Combination, Pubco will be a holding company and will not directly own any operating assets other than its ownership of interests in BPGIC. Pubco will depend on BPGIC for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends. The earnings from, or other available assets of, BPGIC may not be sufficient to make distributions or pay dividends, pay expenses or satisfy Pubco’s other financial obligations.

Fluctuations in operating results, quarter to quarter earnings and other factors, including incidents involving BPGIC’s customers and negative media coverage, may result in significant decreases in the price of Pubco securities post-Business Combination.

The stock markets experience volatility that is often unrelated to operating performance. These broad market fluctuations may adversely affect the trading price of Pubco securities post-Business Combination and, as a result, there may be significant volatility in the market price of Pubco securities post-Business Combination. If BPGIC is unable to operate profitably as investors expect, the market price of Pubco securities post-Business Combination will likely decline when it becomes apparent that the market expectations may not be realized. In addition to operating results, many economic and seasonal factors outside of Pubco’s or BPGIC’s control could have an adverse effect on the price of Pubco securities post-Business Combination and increase fluctuations in its quarterly earnings. These factors include certain of the risks discussed herein, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts post-Business Combination, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, the possible effects of war, terrorist and other hostilities, adverse weather conditions, changes in general conditions in the economy or the financial markets or other developments affecting the oil and gas storage industry.

Pubco will incur higher costs post-Business Combination as a result of being a public company.

Pubco will incur significant additional legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of the Business Combination. Pubco will incur higher costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and related rules implemented by the SEC and NASDAQ. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. Pubco expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although Pubco is currently unable to estimate these costs with any degree of certainty. Pubco may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses. These laws and regulations could make it more difficult or costly for Pubco to obtain certain types of insurance, including director and officer liability insurance, and Pubco may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on Pubco’s board of directors, board committees or as executive officers. Furthermore, if Pubco is unable to satisfy its obligations as a public company, it could be subject to delisting of its Ordinary Shares and/or warrants, fines, sanctions and other regulatory action and potentially civil litigation.

The escrow provisions of the Business Combination Agreement and the Escrow Agreement may affect management decisions and incentives.

Under the Business Combination Agreement and the Escrow Agreement, up to 20 million additional Ordinary Shares that will be placed in escrow at Closing will be released to the Seller in the event that Pubco meets certain Annualized EBITDA (as defined in the Escrow Agreement) or share price targets during the period commencing from the Closing until the end of the twentieth (20th) fiscal quarter after the commencement date of the first full fiscal quarter beginning after the Closing (the “Escrow Period”). As a result, Pubco management may focus on increasing the Annualized EBITDA of Pubco and its subsidiaries, including BPGIC, for quarters within the Escrow Period rather than on increasing net income during such quarters. Additionally, the share price target can be achieved at any time during the Escrow Period, and the share price targets could be achieved early in the Escrow Period which would trigger release of the escrow shares even if the share price fell later in the Escrow Period. See “The Business Combination Proposal — The Business Combination Agreement and Related Agreements”.

Pubco does not anticipate paying any cash dividends in the foreseeable future.

Following the Business Combination, Pubco intends to retain future earnings, if any, for use in the business or for other corporate purposes and does not anticipate that cash dividends with respect to its Ordinary Shares will be paid in the foreseeable future. Any decision as to the future payment of dividends will depend on its results of operations, financial position and such other factors as its board of directors, in its discretion, deems relevant. As a result, capital appreciation, if any, of Pubco’s Ordinary Shares will be a shareholder’s sole source of gain for the foreseeable future.

A market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of Pubco’s securities.

The price of Pubco’s securities may vary significantly due to general market or economic conditions. Furthermore, an active trading market for the post-Business Combination Pubco securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

The price of Pubco Ordinary Shares may be volatile.

The price of Pubco Ordinary Shares may fluctuate due to a variety of factors, including but not limited to:

•        actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in the industry;

•        mergers and strategic alliances in the oil and gas industries;

•        market prices and conditions in the oil and gas markets;

•        changes in government regulation;

•        potential or actual military conflicts or acts of terrorism;

•        the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts;

•        announcements concerning us or our competitors; and

•        the general state of the securities markets.

These market and industry factors may materially reduce the market price of our Ordinary Shares, regardless of our operating performance. Volatility in the price of our Ordinary Shares may increase volatility in the price of our warrants.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Ordinary Shares.

We currently expect that securities research analysts will establish and publish their own periodic projections for our business. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. While we expect research analyst coverage, if no analysts commence coverage of us, the trading price and volume for our Ordinary Shares could be adversely affected.

Pubco may issue additional Ordinary Shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of Pubco’s Ordinary Shares.

Pubco may issue additional Ordinary Shares or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or our equity incentive plan, without shareholder approval, in a number of circumstances.

Pubco’s issuance of additional Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

•        Pubco’s existing shareholders’ proportionate ownership interest in Pubco will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Ordinary share may be diminished; and

•        the market price of Pubco’s Ordinary Shares may decline.

Pubco is a Cayman Islands exempted company and, because judicial precedent regarding the rights of shareholders is different under Cayman Islands law than under U.S. law, you could have less protection of your shareholder rights than you would under U.S. law.

Pubco’s corporate affairs will be governed by its Amended and Restated Memorandum and Articles of Association, the Cayman Islands Companies Law, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by non-controlling shareholders and the fiduciary responsibilities of Pubco’s directors to Pubco under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. Your rights as a shareholders and the fiduciary responsibilities of Pubco’s directors under Cayman Islands law are different from under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws from the United States and may provide significantly less protection to investors. In addition, some U.S. states, such as Delaware, have different bodies of corporate law than the Cayman Islands.

Pubco has been advised by its Cayman Islands legal counsel, Maples and Calder, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against Pubco judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Pubco predicated upon the civil liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and/or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the Cayman Islands Court) in the context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the Cayman Islands Court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable upon the application of the traditional common law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the Courts’ discretion. Those cases have now been considered by the Cayman Islands Court. The Cayman Islands Court was not asked to consider the specific question of whether a judgment of a bankruptcy court in an adversary proceeding would be enforceable in the Cayman Islands, but it did endorse the need for active assistance of overseas bankruptcy proceedings. Pubco understands that the Cayman Islands Court’s decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.

You will have limited ability to bring an action against Pubco or against its directors and officers, or to enforce a judgment against Pubco or them, because Pubco is incorporated in the Cayman Islands, because Pubco conducts all of its operations in the United Arab Emirates and because a majority of Pubco’s directors and officers will reside outside the United States.

Pubco is incorporated in the Cayman Islands and following the Business Combination, would initially conduct all of its operations through its subsidiary, BPGIC, in the United Arab Emirates. All of Pubco’s assets are located outside the United States. Pubco’s officers and directors are expected to reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against Pubco or against these individuals in the United States in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the United Arab Emirates could render you unable to enforce a judgment against Pubco’s assets or the assets of Pubco’s directors and officers.

Shareholders of Cayman Islands exempted companies such as Pubco have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders of these companies. Pubco’s directors have discretion under Cayman Islands law to determine whether or not, and under what conditions, Pubco’s corporate records could be inspected by Pubco’s shareholders, but are not obliged to make them available to Pubco’s shareholders. This could make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, Pubco shareholders might have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Provisions in Pubco’s Amended and Restated Memorandum and Articles of Association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for Pubco’s securities and could entrench management.

Pubco’s amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders of Pubco may consider to be in their best interests. Among other provisions, the ability of Pubco’s board of directors to issue preferred shares with preferences and voting rights determined by the board without shareholder approval may make it more difficult for Pubco’s shareholders to remove incumbent management and accordingly discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Pubco’s securities. Other anti-takeover provisions in Pubco’s Amended and Restated Memorandum and Articles of Association include the indemnification of Pubco’s officers and directors, the requirement that directors may only be removed from Pubco’s board of directors for cause and the requirement for a Special Resolution to amend provisions therein that affect shareholder rights. These provisions could also make it difficult for Pubco shareholders to take certain actions and limit the price investors might be willing to pay for Pubco’s securities.

As a “foreign private issuer” under the rules and regulations of the SEC, Pubco is permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home-country corporate governance practices in lieu of certain NASDAQ requirements applicable to U.S. issuers.

Pubco is, and will be after the consummation of the Transactions, considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Pubco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. Pubco currently prepares its financial statements in accordance with IFRS. Pubco will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as its financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions

of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Pubco’s securities. Accordingly, after the Business Combination, if you continue to hold Pubco’s securities, you may receive less or different information about Pubco than you currently receive about Twelve Seas and BPGIC.

In addition, as a “foreign private issuer” whose Ordinary Shares will be listed on the NASDAQ, Pubco is permitted to follow certain home-country corporate governance practices in lieu of certain NASDAQ requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each NASDAQ requirement with which it does not comply followed by a description of its applicable home country practice. Pubco currently intends to follow some, but not all of the corporate governance requirements of NASDAQ. With respect to the corporate governance requirements of Pubco that it does follow, Pubco cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available NASDAQ exemptions that would allow Pubco to follow its home country practice. Unlike the requirements of the NASDAQ, the corporate governance practice and requirements in the Cayman Islands do not require Pubco, and Pubco currently does not intend, to establish a nominations committee; and do not require Pubco, and Pubco currently does not intend, to seek shareholder approval for certain security issuances specified in NASDAQ Rule 5635. Such Cayman Islands home country practices may afford less protection to holders of Pubco’s Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of NASDAQ requirements, see “Management of Pubco Following the Business Combination — Corporate Governance Practices”.

Pubco would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

Pubco is an “emerging growth company,” and any decision on Pubco’s part to comply with certain reduced disclosure requirements applicable to emerging growth companies could make its Ordinary Shares less attractive to investors.

Pubco is an “emerging growth company,” as defined in the JOBS Act and, for as long as it continues to be an emerging growth company, it may choose to take advantage of certain exemptions from various reporting requirements applicable to other public companies including, but not limited to: not being required to have its internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act for a specified time period; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and exemptions from the requirements to hold a nonbinding advisory vote on executive compensation and to obtain stockholder approval of any golden parachute payments not previously approved. It may take advantage of these provisions for up to five years or such earlier time that we are no longer an “emerging growth company.” Pubco will remain an “emerging growth company” for up to five years, although, it would cease to be an “emerging growth company” upon the earliest of: the first fiscal year following the fifth anniversary of the consummation of this offering; the first fiscal year after our annual gross revenue is $1.07 billion or more; the date on which it has, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or the date on which it is deemed to be a “large accelerated filer” as defined in the Exchange Act. To the extent Pubco takes advantage of any of these reduced reporting burdens in this proxy statement/prospectus or in future filings, the information that it provides to its security holders may be different than you might get from other public companies in which you hold equity interests. Pubco cannot predict if investors will find its Ordinary Shares less attractive because it may rely on these exemptions. If some investors find Pubco’s Ordinary Shares less attractive as a result, there may be a less active trading market for its Ordinary Shares and its stock price may be more volatile.

Under Section 107(b) of the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Pubco is choosing to delay adoption of new or revised accounting standards accordingly.

Pubco’s controlling shareholder will have substantial influence over Pubco and its interests may not be aligned with the interests of Pubco’s other shareholders.

Upon closing, BPGIC Holdings Limited will hold a significant percentage of our voting equity. BPGIC Holdings Limited will own more than 70% of our outstanding Ordinary Shares. BPGIC Holdings Limited and Nico Paardenkooper as the Chief Executive Officer of BPGIC Holdings Limited, as well as the majority shareholder of BPGIC Holdings Limited will have substantial influence over our business, including decisions regarding mergers, consolidations, the sale of all or substantially all of our assets, election of directors, declaration of dividends and other significant corporate actions. As the controlling shareholder, BPGIC Holdings Limited may take actions that are not in the best interests of Pubco’s other shareholders. These actions may be taken in many cases even if they are opposed by Pubco’s other shareholders. In addition, this concentration of ownership may discourage, delay or prevent a change in control which could deprive you of an opportunity to receive a premium for your Ordinary Shares as part of a sale of Pubco.

Risks Related to BPGIC

BPGIC is currently reliant on the Phase I & II Customer for all of its revenues and any material non-payment or non-performance by the Phase I & II Customer would have a material adverse effect on BPGIC’s business, financial condition and results of operations.

BPGIC entered into the Phase I End User Agreement, a five-year lease and service agreement with the Phase I End User, an international energy trading company. BPGIC’s revenues historically depended solely on the fees it received pursuant to the Phase I End User Agreement which were comprised of (i) a monthly fixed fee to lease BPGIC’s Phase I storage capacity (regardless of whether the Phase I End User used any storage capacity) and (ii) monthly variable fees based on the Phase I End User’s usage of the following ancillary services: throughput, blending, heating and inter-tank transfers.

In August 2019, with the approval of the Phase I End User, BPGIC restructured its relationship with the Phase I End User by entering into the Phase I Customer Agreement, a four-year lease and offtake agreement with the Phase I & II Customer, Al Brooge International Advisory LLC, for the Phase I facility. After entering the Phase I Customer Agreement, the Phase I & II Customer assumed BPGIC’s rights and obligations under the Phase I End User Agreement. BPGIC’s revenues for the immediate future are expected to depend solely on the fees it receives pursuant to the Phase I Customer Agreement which are comprised of (i) a monthly fixed fee to lease BPGIC’s Phase I storage capacity (regardless of whether the Phase I & II Customer uses any storage capacity) and (ii) monthly variable fees based on the Phase I & II Customer’s, or its sublessee’s, usage of the following ancillary services: throughput, blending, heating and inter-tank transfers.

The terms of the Phase I Customer Agreement allow the Phase I & II Customer to sublease, subject to BPGIC’s prior approval, the use of Phase I’s facilities, and by assuming the Phase I End User Agreement, the Phase I & II Customer subleased the use of the Phase I facility to the Phase I End User. Under the Phase I Customer Agreement, the Phase I & II Customer still retains the obligation to pay any outstanding amounts due, including if a sublessee were to fail to make any payments owed to the Phase I & II Customer. There can be no assurance that in the event of a non-payment by the Phase I End User, or another sublesseee, of amounts owed to the Phase I & II Customer, that the Phase I & II Customer would honor its obligation to pay any outstanding amounts due to BPGIC.

There can be no assurance that BPGIC’s plans of diversifying its end-user relationships through the opening of the Sahara Refinery will be achieved.

BPGIC expects to remain reliant on the Phase I & II Customer for all of its revenues until the First Quarter of 2020, which is when BPGIC expects the Sahara Refinery to become operational.

In March 2019, BPGIC entered into the Refinery and Services Agreement, a five-year refinery and services agreement with Sahara relating to the development and subsequent operation of the Sahara Refinery, a modular refinery owned by Sahara, or a wholly-owned subsidiary of Sahara, at the BPGIC Terminal. Pursuant to the terms of the Refinery and Services Agreement, Sahara’s payment obligations thereunder will commence on the first date of operation of the Sahara Refinery. BPGIC expects to provide to Sahara refinery operation services, usage of five Phase I storage tanks, and ancillary services. Fees under the Refinery and Services Agreement are equal to the greater of (i) a fixed fee per barrel per day, and (ii) a minimum fee. In addition, BPGIC will charge Sahara monthly

variable fees based on Sahara’s usage of the ancillary services. To the extent BPGIC receives fees from Sahara, it would reduce BPGIC’s dependence on the Phase I & II Customer for revenues. However there can be no assurance that the Sahara Refinery will be operational during the First Quarter of 2020. While BPGIC and Sahara expect that Sahara will use the ancillary services to the same extent as the Phase I End User has in the past, there can be no assurance that Sahara will, in fact, do so.

The Phase I End User’s usage of BPGIC’s ancillary services has an impact on BPGIC’s profitability. The demand for such ancillary services can be influenced by a number of factors including current or expected prices and market demand for refined petroleum products, each of which can be volatile.

With respect to the Phase I Customer Agreement, the total monthly storage fees are fixed and the total monthly fees for BPGIC’s ancillary services are subject to variation based on the Phase I & II Customer’s, or its sublessee’s, usage of BPGIC’s ancillary services. BPGIC expects its revenue from the ancillary services offered in Phase I to vary based on the orders the Phase I & II Customer receives from the Phase I End User, which in turn, vary based on the orders the Phase I End User receives from its customers. The needs of the Phase I End User’s customers, and consequently, the Phase I & II Customer’s usage of BPGIC’s ancillary services, tend to vary based on a number of factors including current or expected refined petroleum product prices and trading activity. Factors that could lead to a decrease in the demand for BPGIC’s ancillary services include:

•        changes in expectations for future prices of refined petroleum products;

•        the level of worldwide oil and gas production and any disruption of those supplies;

•        a decline in global trade volumes, economic growth, or access to markets;

•        higher fuel taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of gasoline and diesel; and

•        changes to applicable regulations or new regulations affecting the refined petroleum products serviced by BPGIC.

Any of the factors referred to above, either alone or in combination, may result in the Phase I End User’s reduced usage of BPGIC’s ancillary services, which would ultimately have a material adverse effect on BPGIC’s business, financial condition and results of operations.

In the event that the Phase I Customer Agreement expires or otherwise terminates, BPGIC may have difficulty locating a replacement for the Phase I & II Customer due to competition with other oil storage companies in the Port of Fujairah and at other ports.

BPGIC may have to compete with other oil storage companies in the Port of Fujairah to secure a third party to contract for BPGIC’s services in the event that the Phase I Customer Agreement expires or otherwise terminates. Such third parties may not only consider competitors in the Port of Fujairah but may also consider companies located at other ports. Although BPGIC believes that it has a best-in-class technically designed terminal in Fujairah and there is a scarcity of land in Fujairah available for expansion by competitors, BPGIC’s ability to compete could be harmed by factors it cannot control, including:

•        BPGIC’s competitors’ construction of new assets or conversion of existing terminals in a manner that would result in more intense competition in the Port of Fujairah;

•        BPGIC’s competitors, which currently provide services to their own businesses, seeking to provide their services to third parties, including third-party oil companies and oil traders;

•        BPGIC’s competitors making significant investments to upgrade or convert their facilities in a manner that, while limiting their capacity in the short term, would eventually enable them to meet or exceed BPGIC’s capabilities;

•        the perception that another company or port may provide better service; and

•        the availability of alternative heating and blending facilities located closer to users’ operations.

Any combination of these factors could result in third parties entering into long-term contracts to utilize the services of BPGIC’s competitors instead of BPGIC’s services, or BPGIC being required to lower its prices or increase its costs to attract such parties, either of which could adversely affect BPGIC’s business, financial condition and results of operations.

In addition, in the event that the Phase I End User Agreement expires or otherwise terminates, the Phase I & II Customer would have similar risks and may face similar difficulties locating a replacement for the Phase I End User due to competition with other oil storage companies in the Port of Fujairah and at other ports. If the Phase I & II Customer is unable to contract with a new end-user, or the new end-user does not use ancillary services to the same extent as the Phase I End User, the ancillary services used by the Phase I & II Customer would be reduced and the Phase I & II Customer’s ability to satisfy its payment obligations to BPGIC under the Phase I Customer Agreement would be impaired, each of which could adversely affect BPGIC’s business, financial condition and results of operations.

BPGIC may be subject to significant risks and expenses when constructing Phase II, which could adversely affect BPGIC’s business, financial condition and results of operations.

The construction of Phase II will be subject to a number of risks, including:

•        delays by the Phase II Contractor, Audex, in constructing Phase II;

•        a shortage of building materials, equipment or labor;

•        poor performance in project execution on the part of Audex;

•        default by or financial difficulties faced by Audex or other third-party service and goods providers or failure by Audex or other providers to meet their contractual obligations;

•        BPGIC’s inability to find a suitable replacement contractor in the event of a default by Audex; and

•        although BPGIC’s budgeted costs for the construction of Phase II will have been fully funded following the completion of the Business Combination, if there are any cost overruns that require BPGIC to obtain additional financing, there can be no assurance such additional financing would be available at all or upon acceptable terms by BPGIC.

Any of the factors referred to above, either alone or in combination, could materially delay the completion of Phase II or materially increase the costs associated with the construction of Phase II, and therefore materially adversely affect BPGIC’s future financial condition. Any failure to complete construction according to specifications may also result in liabilities, reduced efficiency and lower financial returns than anticipated which may result in BPGIC having to enter into restructuring negotiations with its creditors. Delays in one part of Phase II may cause delays to other parts and to the overall Phase II completion timetable. While the construction of Phase II is not expected to have any material impact on the ongoing operations of Phase I or the development and installation of the Sahara Refinery, there can be no assurance, given the proximity and ultimate connectivity of Phase I, Phase II, and the Sahara Refinery that disruptions to Phase I’s operations and/or the development and installation of the Sahara Refinery will not occur.

BPGIC will become reliant on Sahara for all of its Sahara Refinery revenues, and the termination of the Refinery and Services Agreement and related agreements would have a material adverse effect on BPGIC’s business, financial condition and results of operations.

BPGIC entered into the five-year Refinery and Services Agreement with Sahara which, at the parties option, may be extended for additional five-year terms, to develop and operate the Sahara Refinery at the BPGIC Terminal. Once the Sahara Refinery becomes operational, which is expected to occur during the First Quarter of 2020, it will be owned by Sahara, or a wholly-owned subsidiary of Sahara, and operated by BPGIC for Sahara’s exclusive use. When the Sahara Refinery is operational, BPGIC will become reliant on Sahara for a significant portion of its revenues. Upon termination of the Refinery and Services Agreement, Sahara is entitled to dismantle and remove the Sahara Refinery from the BPGIC Terminal. In that event, there can be no assurance that BPGIC would be able to buy back the Sahara Refinery, find a new partner to install a modular refinery at the BPGIC Terminal, or enter into a comparable agreement to provide refinery, storage and ancillary services at comparable or more favorable pricing and/or terms. Additionally,

BPGIC may incur substantial cost if it suffers delays in locating a third party or if modifications or installation of a new refinery are required by a new agreement. The occurrence of any one or more of these events could have a material adverse effect on BPGIC’s business, financial condition and results of operations.

BPGIC will become reliant on the Phase I & II Customer for all of its Phase II revenues, and the termination of the Phase II Customer Agreement and the failure to find a replacement for the Phase I & II Customer would have a material adverse effect on BPGIC’s business, financial condition and results of operations.

In connection with Phase II, BPGIC entered into the Phase II End User Agreement, a five-year lease and service agreement with the Phase II End User, an international commodities trading company, which extends automatically for an additional five years. Pursuant to the Phase II End User Agreement, the Phase II End User has agreed to lease all eight oil storage tanks in Phase II once Phase II becomes operational, which is expected to occur during 2020.

In September 2019, with the approval of the Phase II End User, BPGIC restructured its relationship with the Phase II End User by entering into the Phase II Customer Agreement, a five-year lease and offtake agreement for the Phase II facility with the Phase I & II Customer. In connection with the Phase II Customer Agreement, the Phase I & II Customer assumed BPGIC’s rights and obligations under the Phase II End User Agreement.

When Phase II becomes operational, BPGIC will become reliant on the Phase I & II Customer for another significant portion of its revenues. In the event that insolvency proceedings are commenced against the Phase I & II Customer, BPGIC would have the option to terminate the Phase II Customer Agreement. Upon the termination of the Phase II Customer Agreement, BPGIC would be able to enter into lease and service agreements with one or more third parties. However, in that event, there can be no assurance that BPGIC would be able to locate one or more third parties to enter into lease and service agreements with BPGIC and/or that BPGIC would be able to obtain agreements for a comparable amount of utilization of Phase II’s oil storage and ancillary services at comparable or more favorable pricing and/or terms. Additionally, BPGIC may incur substantial costs if it suffers delays in locating a third party or if modifications to Phase II are required by a new agreement. The occurrence of any one or more of these events would have a material adverse effect on BPGIC’s business, financial condition and results of operations.

The terms of the Phase II Customer Agreement allow the Phase I & II Customer to sublease, subject to BPGIC’s prior approval, the use of Phase II’s facilities, and by assuming the Phase II End User Agreement, the Phase I & II Customer subleased the use of the Phase II facility to the Phase II End User. Under the Phase II Customer Agreement, the Phase I & II Customer still retains the obligation to pay any outstanding amounts due, including if a sublessee were to fail to make any payments owed to the Phase I & II Customer. There can be no assurance that in the event of a non-payment by the Phase II End User, or another sublesseee, of amounts owed to the Phase I & II Customer, that the Phase I & II Customer would honor its obligation to pay any outstanding amounts due to BPGIC in the event of a non-payment by a sublessee.

BPGIC will become further reliant on the Phase I & II Customer for a substantial majority of its revenues, and any material non-payment or non-performance by the Phase I & II Customer would have a material adverse effect on BPGIC’s business, financial condition and results of operations.

Upon completion of Phase II, the Phase I & II Customer will be BPGIC’s sole customer with respect to both the Phase I and Phase II facilities. The terms of both the Phase I Customer Agreement and the Phase II Customer Agreement allow the Phase I & II Customer to sublease the corresponding facilities, subject to BPGIC’s prior approval. By assuming the Phase I End User Agreement and the Phase II End User Agreement, the Phase I & II Customer has subleased the Phase I facility to the Phase I End User and the Phase II facility to the Phase II End User. Under both the Phase I Customer Agreement, and the Phase II Customer Agreement, the Phase I & II Customer remains obligated to pay any outstanding amounts due to BPGIC, even if a sublessee fails to make any payment owed to it as sublessor. There can be no assurance that the Phase I & II Customer would honor its obligation to pay any outstanding amounts due to BPGIC.

The Phase I & II Customer’s inability or failure to meet its obligations under the Phase I Customer Agreement, the Phase II Customer Agreement, or both, would have a material adverse effect on BPGIC’s business, financial condition and results of operations. If the Phase I & II Customer fails to honor its obligations under either agreement, BPGIC is entitled to terminate such agreement and the Phase I & II Customer remains liable to pay certain termination fees. However, in that event, there can be no assurance that BPGIC would be able to locate one or more third parties to enter

into lease and service agreements with BPGIC and/or that BPGIC would be able to obtain agreements for a comparable amount of utilization of such facility and ancillary services at comparable or more favourable pricing and/or terms. Additionally, BPGIC may incur substantial costs if it suffers delays in locating a third party or if modifications to such facility are required by a new agreement. The occurrence of any one or more of these events would have a material adverse effect on BPGIC’s business, financial condition and results of operations.

The scarcity of available land in the Fujairah oil zone region could subject BPGIC to competition for additional land, unfavorable lease terms for that land and limit BPGIC’s ability to expand its facilities in Fujairah beyond Phase II.

As discussed further in “Business of BPGIC — Strategy”, BPGIC has entered into a land lease initial agreement to lease an additional plot of land that has a total area of approximately 450,000 m2. BPGIC intends to use the relevant land to expand its crude oil storage and service capacity (“Phase III”). BPGIC’s entry into any final lease agreement in respect of this Phase III land would be conditional upon the results of a site inspection, technical design and project feasibility study BPGIC. BPGIC has also entered into a memorandum of understanding with a leading European oil major, which would potentially cover a portion of the yet to be determined capacity of Phase III. However, there are no binding commitments currently in place and, as a result, BPGIC’s ability to achieve its yet to be determined desired level of utilization for the Phase III services is subject to the future terms of any agreement with its future customer and prevailing market conditions.

In addition, all land in the Fujairah oil zone region is owned and controlled by FOIZ, the Fujairah Oil Industry Zone. The Fujairah oil zone region currently has limited available land to lease. As a result, BPGIC’s ability to further expand its facilities if it is unable to secure a final lease for the Phase III land or wishes to expand in Fujairah beyond Phase III is limited. This could subject BPGIC to enhanced competition both in terms of price and lease terms for any land that becomes available to lease.

If BPGIC is able to lease additional land, there can be no assurance that it would be able to do so on terms that are as favorable or more favorable than the terms of the BPGIC Terminal Land Lease, the land lease that BPGIC entered into in connection with Phases I and II or that would allow BPGIC to use the land as intended. BPGIC’s inability to secure new land from FOIZ in the Fujairah oil zone region could substantially impair BPGIC’s regional growth prospects in Fujairah beyond Phase II, leading to fewer remaining options for its expansion in Fujairah, other than the acquisition of an existing third-party owned oil storage terminal in Fujairah.

Accidents involving the handling of oil products at the BPGIC Terminal could disrupt BPGIC’s business operations and/or subject it to environmental and other liabilities.

Accidents in the handling of oil products (hazardous or otherwise) at the BPGIC Terminal could disrupt BPGIC’s business operations during any repair or clean-up period, which could negatively affect its business operations. The BPGIC Terminal, which has received two international awards since it began operations, was designed to minimize the risk of oil leakage and has state-of-the-art control facilities. In addition, pursuant to the Fujairah Municipality environmental regulations, BPGIC installed impermeable lining over the ground soil throughout its tank farm area and any other area where oil leakage could occur and potentially reach the ground soil. Nevertheless, there is a risk that oil leakages or fires could occur at the terminal and, in the event of an oil leakage, there can be no assurance that the installed lining will prevent any oil products from reaching the ground soil. Although BPGIC believes that it has adequate insurance in place to insure against the occurrence of any of the foregoing events, any such leakages or fires could disrupt terminal operations and result in material remediation costs. Any such damage or contamination could reduce gross throughput and/or subject BPGIC to liability in connection with environmental damage, any or all of which could have a material adverse effect on its business, financial condition and results of operations.

The Sahara Refinery, once completed, will face operating hazards, and the potential limits on insurance coverage could expose us to potentially significant liability costs.

Once completed, the Sahara Refinery will be subject to certain operating hazards, and our cash flow from its operations could decline if it experiences a major accident, pipeline rupture or spill, explosion or fire, is damaged by severe weather or other natural disaster, or otherwise is forced to curtail its operations or shut down. These operating hazards

could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage and may result in significant curtailment or suspension of our related operations.

Although we intend to maintain insurance policies, including personal and property damage and business interruption insurance for each of our facilities, we cannot ensure that this insurance will be adequate to protect us from all material expenses related to potential future claims for personal and property damage or significant interruption of operations. Furthermore, we may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates. If we were to incur a significant liability for which we were not fully insured, it could affect our financial condition and diminish our ability to make distributions to our shareholders.

When the Sahara Refinery is completed, our financial results will be affected by volatile refining margins, which are dependent upon factors beyond our control, including the price of crude oil, to the extent such volatility reduces customer demand of ancillary services.

When the Sahara Refinery is operational, our financial results will be affected by the relationship, or margin, between refined petroleum product prices and the prices for crude oil and other feedstocks to the extent decreases in refining margins reduce Sahara’s use of the Sahara Refinery and our ancillary services. Historically, refining margins have been volatile, and we believe they will continue to be volatile in the future. Sahara’s costs to acquire feedstocks and the price at which it can ultimately sell refined petroleum products depend upon several factors beyond its, and our, control, including regional and global supply of and demand for crude oil, gasoline, diesel, and other feedstocks and refined petroleum products. These in turn depend on, among other things, the availability and quantity of imports, production levels, levels of refined petroleum product inventories, productivity and growth (or the lack thereof) of global economies, international relations, political affairs, and the extent of governmental regulation. Some of these factors can vary by region and may change quickly, adding to market volatility, while others may have longer-term effects. The longer-term effects of these and other factors on refining and marketing margins are uncertain. Decreased refining margins could have a significant effect on the extent to which Sahara uses the Sahara Refinery and our ancillary services which, in turn, could have a significant effect on our financial results.

Economic turmoil and political unrest or hostilities, including the threat of future terrorist attacks, could affect the economies of the UAE and other countries. Lower levels of economic activity could result in declines in energy consumption, including declines in the demand for and consumption of refined petroleum products, such as those we will produce for Sahara, which could cause our revenues and margins to decline and limit our future growth prospects.

BPGIC’s competitive position and prospects depend on the expertise and experience of Senior Management and BPGIC’s ability to continue to attract, retain and motivate qualified personnel.

BPGIC’s business is dependent on retaining the services of, or in due course promptly obtaining equally qualified replacements for Senior Management, those persons named as senior managers in “Management of Pubco Following the Business Combination”. Competition in the UAE for personnel with relevant expertise is intense and it could lead to challenges in locating qualified individuals with suitable practical experience in the oil storage industry. Although BPGIC has, or will have, employment agreements with all of the members of Senior Management, the retention of their services cannot be guaranteed. Should they decide to leave BPGIC, it may be difficult to replace them promptly with other managers of sufficient expertise and experience or at all. To mitigate this risk, BPGIC intends to enter into long term incentive plans with members of Senior Management in due course. BPGIC does not have key-man insurance in place for any of the members of Senior Management. In the event of any increase in the levels of competition in the oil storage industry or general price levels in the Fujairah region, BPGIC may experience challenges in retaining members of the Senior Management team or recruiting replacements with the appropriate skills. Should BPGIC lose any of the members of Senior Management without prompt and equivalent replacement or if BPGIC is otherwise unable to attract or retain such qualified personnel for BPGIC’s requirements, this could have a material adverse effect on its business, financial condition and results of operations. For more information regarding Senior Management, see “Management of Pubco Following The Business Combination”.

In connection with the preparation of BPGIC’s financial statements as of and for the years ended December 31, 2017 and 2018, BPGIC and its independent registered public accounting firm identified two material weaknesses in BPGIC’s internal control over financial reporting, one related to lack of sufficient skilled personnel and one related to lack of sufficient entity level and financial reporting policies and procedures. If Pubco and BPGIC are not able to remediate the material weaknesses in BPGIC’s financial reporting and otherwise to maintain an effective system of internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of Pubco’s and BPGIC’s financial reports, and the market price of Pubco securities could be materially and adversely affected.

Prior to the consummation of the Business Combination, BPGIC is neither a publicly listed company, nor an affiliate or a consolidated subsidiary of, a publicly listed company, and it has had limited accounting personnel and other resources with which to address its internal controls and procedures. Effective internal control over financial reporting is necessary for it to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. If in subsequent years Pubco and/or BPGIC are unable to assert that their internal control over financial reporting is effective, they could lose investor confidence in the accuracy and completeness of their financial reports, which could have a material adverse effect on the price of Pubco’s securities.

In connection with the preparation and external audit of BPGIC’s financial statements as of and for the years ended December 31, 2017 and December 31, 2018, BPGIC and our auditors, noted material weaknesses in BPGIC’s internal control over financial reporting. The Public Company Accounting Oversight Board has defined a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of BPGIC’s financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified were (1) a lack of sufficient skilled personnel with requisite IFRS and SEC reporting knowledge and experience and (2) a lack of sufficient financial reporting policies and procedures that are commensurate with IFRS and SEC reporting requirements.

BPGIC was not required to perform an evaluation of internal control over financial reporting as of December 31, 2018 or December 31, 2017 in accordance with the provisions of the Sarbanes-Oxley Act because it was a private company during those periods. Had such an evaluation been performed, additional control deficiencies may have been identified by BPGIC’s management, and those control deficiencies could have also represented one or more material weaknesses.

BPGIC’s auditors did not undertake an audit of the effectiveness of its internal controls over financial reporting. Neither Pubco’s nor BPGIC’s independent registered public accounting firm will be required to report on the effectiveness of their respective internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 until Pubco’s first annual report on Form 20-F following the date on which it ceases to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of the Closing. The process of assessing the effectiveness of Pubco’s and BPGIC’s internal control over financial reporting may require the investment of substantial time and resources, including by members of Pubco’s and BPGIC’s senior management. As a result, this process may divert internal resources and take a significant amount of time and effort to complete. In addition, Pubco and BPGIC cannot predict the outcome of this determination and whether Pubco and/or BPGIC will need to implement remedial actions in order to implement effective control over financial reporting. If in subsequent years Pubco and/or BPGIC is unable to assert that Pubco’s and/or BPGIC’s internal control over financial reporting is effective, or if Pubco’s and/or BPGIC’s auditors express an opinion that Pubco’s and/or BPGIC’s internal control over financial reporting is ineffective, BPGIC and Pubco could lose investor confidence in the accuracy and completeness of their financial reports, which could have a material adverse effect on the price of Pubco’s securities.

Pubco and BPGIC will be implementing a number of measures to address the material weaknesses including (i) hiring personnel with relevant public reporting experience, (ii) conducting training for Pubco and BPGIC personnel with respect to IFRS and SEC financial reporting requirements and (iii) documenting and evaluating the controls over financial reporting. Pubco and BPGIC plan to have remediated these material weaknesses by December 31, 2020. In this regard, Pubco and BPGIC will need to dedicate internal resources, recruit personnel with public reporting experience, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of their internal control over financial reporting. This may include taking steps to improve control processes as appropriate, validating that controls are functioning as documented and implementing a continuous reporting and improvement process for internal control over financial reporting.

Our auditor’s report includes a going concern paragraph.

Our auditor’s report on our financial statements for the year ended December 31, 2018 includes a going concern paragraph. As of June 30, 2019 and December 31, 2018, the Company had not paid $6,277,709 and $3,747,537 respectively of principal and accrued interest that was due under the Company’s Phase I Financing Facilities. Also, as of June 30, 2019 and December 31, 2018, the Company was not in compliance with its debt covenants, including the debt service coverage ratio contained in the Company’s Phase I Financing Facilities. Even though the lender did not declare an event of default under the loan agreements, these breaches constituted events of default and could have resulted in the lender requiring immediate repayment of the loans. Accordingly, as of June 30, 2019 and December 31, 2018, the Company has classified its debt balance of $92,559,028 and $94,792,088 as a current liability. As of June 30, 2019 and December 31, 2018, the Company’s current liabilities exceeded its current assets by $101,547,022 and $108,536,113, respectively. All of the above represents a material uncertainty that casts significant doubt upon the Company’s ability to continue as a going concern.

On September 10, 2019, the Company entered into an agreement with its lender to amend the Phase I Construction Facility. The principal and accrued interest of $5,494,063 outstanding under this facility as of July 31, 2019 as per the original repayment schedule will now be due on November 30, 2019. The Phase I Construction Facility is now payable in 45 instalments starting October 31, 2019 with final maturity on July 30, 2030. The Phase I Admin Building Financing Facility was not amended as part of the September 10, 2019 agreement to amend the Phase I Construction Facility. Subsequent to the period end, the Company had repaid $5,646,206 due under the Phase I Admin Building Facility and the Phase I Short Term Financing Facility. As such, all instalments related to Phase I Admin Building Facility and the Phase I Short Term Financing Facility due under the original repayment schedules up to September 10, 2019 were repaid. In addition, the Company agreed to assign to the lender all proceeds from the operation of the tanks and to pre-settle by December 31, 2019 AED 100,000,000 (($27,225,701) translated using the exchange rate as of June 30, 2019) of principal under the Phase I Construction Facilities from the proceeds received from the Business Combination.

During 2018, the Company signed the Phase II End User Agreement to provide storage and ancillary services to the Phase II End User, an international commodity trading company. Phase II operations are scheduled to start in the Second Quarter of 2020 and management expects this will generate significant operating cash flows. Further, in 2019, the Company entered into the Refinery and Services Agreement with Sahara to develop and operate the Sahara Refinery at the BPGIC Terminal. The Company expects to provide operation, storage and ancillary services to Sahara. Refinery operations are scheduled to start in the First Quarter of 2020. Based on the above, management expects the Company will generate sufficient cash flows from its operations to meet its liabilities as and when the loan instalments fall due. Further, the owners intend to provide further financial support to enable the Company to meet its financial obligations as and when required.

The annual and interim condensed financial statements have been prepared assuming that the Company will continue as a going concern. Accordingly, the annual and interim condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amounts and classification of liabilities, or any other adjustments that might result in the event the Company is unable to continue as a going concern.

BPGIC has a limited operating history and this proxy statement/prospectus contains limited financial information, which makes it particularly difficult for a potential investor to evaluate BPGIC’s financial performance and predict its future prospects.

BPGIC commenced operations of Phase I in late Fourth Quarter 2017 and began operating it at full capacity on April 1, 2018. As a result, although BPGIC’s Senior Management and site teams have up to thirty years of relevant international and industry experience, BPGIC has only limited operating results to demonstrate its ability to operate its business on which a potential investor may rely to evaluate BPGIC’s business and prospects. Accordingly, the financial information included in this proxy statement/prospectus may be of limited use in assessing the business. In addition, this proxy statement/prospectus does not contain a comparison of BPGIC’s results of operations across full fiscal year periods, as BPGIC did not commence full-capacity operations of Phase I until April 1, 2018. BPGIC is also subject to the business risks and uncertainties associated with any new business, including the risk that it will not achieve its operating objectives and business strategy. BPGIC’s limited operating history increases the risks and uncertainties that potential investors face in making an investment in the Ordinary Shares and warrants and the lack of historic information may make it particularly difficult for a potential investor to evaluate BPGIC’s financial performance and forecast reliable long-term trends.

If BPGIC is unable to make acquisitions on economically acceptable terms, its future growth would be limited, and any acquisitions it makes could adversely affect its business, financial condition and results of operations.

As discussed further in “Business of BPGIC — Strategy”, one of BPGIC’s medium to long term strategies is to potentially grow its business through the acquisition and development of oil storage terminals globally. BPGIC’s strategy to grow its business is dependent on its ability to make acquisitions that improve its financial condition. If BPGIC is unable to make acquisitions from third parties because it is unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts, it is unable to obtain financing for these acquisitions on economically acceptable terms or it is outbid by competitors, its future growth will be limited. Furthermore, even if BPGIC does consummate acquisitions that it believes will be accretive, they may in fact harm its business, financial condition and results of operations. Any acquisition involves potential risks, some of which are beyond BPGIC’s control, including, among other things:

•        inaccurate assumptions about revenues and costs, including synergies;

•        an inability to successfully integrate the various business functions of the businesses BPGIC acquires;

•        an inability to hire, train or retain qualified personnel to manage and operate BPGIC’s business and newly acquired assets;

•        an inability to comply with current or future applicable regulatory requirements;

•        the assumption of unknown liabilities;

•        limitations on rights to indemnity from the seller;

•        inaccurate assumptions about the overall costs of equity or debt;

•        the diversion of management’s attention from other business concerns;

•        unforeseen difficulties operating in new product areas or new geographic areas; and

•        customer or key employee losses at the acquired businesses.

If BPGIC consummates any future acquisitions, its business, financial condition and results of operations may change significantly, and holders of Ordinary Shares will not have the opportunity to evaluate the economic, financial and other relevant information that BPGIC will consider in determining the application of these funds and other resources.

BPGIC is subject to a wide variety of regulations and may face substantial liability if it fails to comply with existing or future regulations applicable to its businesses or obtain necessary permits and licenses pursuant to such regulations.

BPGIC’s operations are subject to extensive international, national and local laws and regulations governing, amongst other things, the loading, unloading and storage of hazardous materials, environmental protection and health and safety. BPGIC’s ability to operate its business is contingent on its ability to comply with these laws and regulations and to obtain, maintain and renew as necessary related approvals, permits and licences from governmental agencies and authorities in Fujairah and the UAE. Because of the complexities involved in ensuring compliance with different and sometimes inconsistent national and international regulatory regimes, BPGIC cannot assure investors that it will remain in compliance with all the regulatory and licensing requirements imposed on it by each relevant jurisdiction. BPGIC’s failure to comply with all applicable regulations and obtain and maintain requisite certifications, approvals, permits and licences, whether intentional or unintentional, could lead to substantial penalties, including criminal or administrative penalties or other punitive measures, result in revocation of its licences and/or increased regulatory scrutiny, impair its reputation, subject it to liability for damages, or invalidate or increase the cost of the insurance that it maintains for its business. Additionally, BPGIC’s failure to comply with regulations that affect its staff, such as health and safety regulations, could affect its ability to attract and retain staff. BPGIC could also incur civil liabilities such as abatement and compensation for loss in amounts in excess of, or that are not covered by, its insurance. For the most serious violations, BPGIC could also be forced to suspend operations until it obtains such approvals, certifications, permits or licences or otherwise brings its operations into compliance.

In addition, changes to existing regulations or tariffs or the introduction of new regulations or licensing requirements are beyond BPGIC’s control and may be influenced by political or commercial considerations not aligned with its interests. Any such changes to regulations, tariffs or licensing requirements could adversely affect BPGIC’s business by reducing its revenue, increasing its operating costs or both and BPGIC may be unable to mitigate the impact of such changes.

Finally, any expansion of the scope of the regulations governing BPGIC’s environmental obligations, in particular, would likely involve substantial additional costs, including costs relating to maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of BPGIC’s ability to address environmental incidents or external threats. If BPGIC is unable to control the costs involved in complying with these and other laws and regulations, or pass the impact of these costs on to users through pricing, BPGIC’s business, financial condition and results of operations could be adversely affected.

Any material reduction in the quality or availability of the Port of Fujairah’s facilities could have a material adverse effect on BPGIC’s business, financial condition and results of operations.

BPGIC is dependent on the Port of Fujairah to operate and maintain the Port’s facilities at an appropriate standard and BPGIC is dependent on such facilities, including the berths, the VLCC jetty and the associated pipelines, to operate its business. Any interruptions or reduction in the capabilities or availability of these facilities would result in reduced volumes being transported through the BPGIC Terminal. Reductions of this nature are beyond BPGIC’s control. If the utilization or the costs to BPGIC or users to deliver oil products through these facilities were to significantly increase, BPGIC’s profitability could be reduced. The Port of Fujairah’s facilities are subject to deterioration or damage, due to potential declines in the physical condition of its facilities and ship collisions, among other things. Any failure of the Port of Fujairah to carry out necessary repairs, maintenance and expansions of its facilities and any resulting interruptions for access to its facilities could adversely affect BPGIC’s business volumes, cause delays in the arrival and departure of oil tankers or disruptions to BPGIC’s operations, in part or in whole, may subject BPGIC to liability or impact its brand and reputation and may otherwise hinder the normal operation of the BPGIC Terminal, which could have a material adverse effect on its business, financial condition and results of operations.

BPGIC is subject to restrictive covenants in its Financing Facilities that may limit its operating flexibility and, if it defaults under its covenants, it may not be able to meet its payment obligations.

BPGIC entered into the Financing Facilities, secured Shari’a compliant Istisna’ and Murabaha financing arrangements of USD 84.6 million (the Phase I Construction Facility) and of USD 11.1 million (the Phase I Admin Building Facility) to fund a portion of the construction costs of Phase I, of USD 3.5 million (the Phase I Short Term Financing Facility) to settle certain amounts due under the Phase I Construction Facilities and of USD 95.3 million (the Phase II Financing Facility) to fund a portion of the capital expenditure in respect of Phase II. The Financing Facilities contain covenants limiting BPGIC’s ability to incur indebtedness, grant liens, engage in transactions with affiliates and make distributions on or redeem or repurchase ordinary shares. The facilities also contain covenants requiring BPGIC to maintain certain financial ratios, including a facility service coverage ratio of greater than 1.50:1. BPGIC’s ability to comply with these restrictions and covenants may be affected by events beyond its control, including prevailing economic, financial and industry conditions. If BPGIC is unable to comply with these restrictions and covenants, a significant portion of the indebtedness under the Financing Facilities may become immediately due and payable. BPGIC might not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, BPGIC’s obligations under the Financing Facilities are secured by substantially all of BPGIC’s assets, and if BPGIC is unable to repay the indebtedness under the Financing Facilities, the lenders could seek to foreclose on such assets, which would adversely affect BPGIC’s business, financial condition and results of operations. The Financing Facilities also have cross default provisions that apply to any other material indebtedness that BPGIC may have. For more information regarding the Financing Facilities, see “BPGIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources — Indebtedness”.

In preparation for the Business Combination, BPGIC has hired, and Pubco will hire, new management personnel and implemented a number of corporate governance and financial reporting procedures and other policies, processes, systems and controls which have a limited operating history.

In preparation for the Business Combination, BPGIC has hired new management personnel, including a new chief financial officer, and implemented a number of corporate governance and financial reporting procedures and other policies, processes, systems and controls to comply with the requirements for a foreign private issuer on NASDAQ.

While Pubco believes it will be in full compliance with these requirements, it does not have a long track record on which it can assess the performance and effectiveness of these policies, processes, systems and controls or the analysis of their outputs. Any material inadequacies, weaknesses or failures in BPGIC’s policies, processes, systems and controls could have a material adverse effect on BPGIC’s business, financial condition and results of operations.

The fixed cost nature of BPGIC’s operations could result in lower profit margins if certain costs were to increase and BPGIC were not able to offset such costs with sufficient increases in its storage or ancillary service fees or the Principal Customers’ utilization of BPGIC’s ancillary services.

BPGIC’s fixed costs are paid for with the fixed storage fees it receives or will receive, as the case may be, from the Principal Customers. BPGIC expects that a large portion of its future expenses related to the operation of the BPGIC Terminal will be relatively fixed because the costs for full-time employees, rent in connection with the BPGIC Terminal Land Lease, maintenance, depreciation, utilities and insurance generally do not vary significantly with changes in users’ needs. However, BPGIC expects that its profit margins could change if its costs change.

In particular, if wages in the region’s oil storage industry were to increase, BPGIC may need to increase the levels of its employee compensation more rapidly than in the past to remain competitive or keep up with increases in general price levels or inflation in the UAE and in Fujairah. If wage costs were to increase at a greater rate than the Principal Customers’ utilization of BPGIC’s ancillary services, then such increased wage costs may reduce BPGIC’s profit margins.

The Phase I Customer Agreement provides that every two years, BPGIC may elect to review and seek to amend its storage and ancillary services fees with the Phase I & II Customer. The Phase I Customer Agreement provides that the outcome of this review can result only in either an increase in rates or no change. As such, if wages were to increase, BPGIC may yield lower margins for a period of time before it is able to review and amend its storage and ancillary service fees. Furthermore, if the Phase I & II Customer does not agree to increase the storage and ancillary service fees, or if the increase is insufficient, then BPGIC may not be able to maintain its profit margins.

The Refinery and Services Agreement provides that every two years, BPGIC may elect to seek to amend its fee thereunder. The Refinery and Service Agreement provides that the outcome of this amendment can result only in either an increase in rate or no change from the contracted price. As such, if wages were to increase, BPGIC may yield lower margins for a period of time before it is able to amend its storage fees. Furthermore, if the increase is insufficient, or if Sahara does not agree to increase the fees, then BPGIC may not be able to maintain its profit margins.

The Phase II Customer Agreement provides that every two years, BPGIC may elect to seek to amend its storage fee to the applicable market price. The Phase II Customer Agreement provides that the outcome of this amendment can result only in either an increase in rate or no change from the contracted floor price. As such, if wages were to increase, BPGIC may yield lower margins for a period of time before it is able to amend its storage fees. Furthermore, if the increase is insufficient, or the Phase I & II Customer does not agree to increase the fees, then BPGIC may not be able to maintain its profit margins.

If BPGIC is unable to maintain its margins, it could have a material adverse effect on its business, financial condition and results of operations.

BPGIC is currently reliant on the Phase I Customer Agreement for all of its revenues, and the expiration or termination of the Phase I Customer Agreement and the failure to find a replacement for the Phase I & II Customer would have a material adverse effect on BPGIC’s business, financial condition and results of operations.

BPGIC entered into a four-year lease and service agreement with the Phase I & II Customer, which extends automatically for an additional five years unless terminated by either party prior to the scheduled expiration date. Pursuant to the Phase I Customer Agreement, the Phase I & II Customer has leased all 14 oil storage tanks in Phase I and BPGIC is currently reliant on it for all its revenues. BPGIC will remain reliant on the Phase I & II Customer for a substantial portion of its revenue notwithstanding Sahara’s anticipated lease of 5 of the 14 oil storage tanks in Phase I and related use of ancillary services.

Even when the Sahara Refinery and Phase II become operational, a significant part of BPGIC’s revenue will come from the fees it receives under the Phase I Customer Agreement. Upon the expiration or termination of the Phase I Customer Agreement, BPGIC would be able to enter into lease and service agreements with one or more third parties. Due to Phase I’s strong performance track record to date, and BPGIC’s reputation and business development

efforts, including through inspections from potential users, BPGIC believes that it has developed strong relationships with several oil traders that could potentially utilize the services of Phase I. While BPGIC believes there would be sufficient demand for the oil storage and ancillary services at Phase I based on current industry dynamics and BPGIC’s continuing efforts to build relationships with potential users, there can be no assurance that BPGIC would be able to locate one or more third parties to enter into lease and service agreements with BPGIC and/or that BPGIC would be able to obtain agreements for a comparable amount of utilization of Phase I’s oil storage and ancillary services at comparable or more favorable pricing and/or terms. Additionally, BPGIC may incur substantial costs if it suffers delays in locating a third party or if modifications to Phase I are required by a new agreement. The occurrence of any one or more of these events would have a material adverse effect on BPGIC’s business, financial condition and results of operations.

BPGIC is dependent on its IT and operational systems, which may fail or be subject to disruption.

BPGIC relies on the proper functioning of its information technology, including the information technology systems in BPGIC’s operation control room, databases, computer systems, telecommunication networks and other infrastructure in its day-to-day operations. BPGIC’s business continuity procedures and measures may not anticipate, prevent or mitigate a network failure or disruption and may not protect against an incident in the limited event that there is no alternative system or backed-up data in place. The nature of BPGIC’s operations and the variety of systems in place to support its business can also present challenges to the efficiency of its information technology networks. BPGIC’s systems are vulnerable to interruptions or damage from a number of factors, including power loss, network and telecommunications failures, data corruption, computer viruses, security breaches, natural disasters, theft, vandalism or other acts, although the BPGIC Terminal’s operational system has limited vulnerability to computer viruses or security breaches because the systems are fully isolated. BPGIC is reliant on third party vendors to supply and maintain much of its information technology. In particular, as is the case for many of BPGIC’s competitors, a significant percentage of its core operations currently use information and technology systems provided by ABB Group and Intelex Technologies, Inc., which BPGIC relies on for related support and upgrades. BPGIC may experience delay or failure in finding a suitable replacement in the event that one or more of the third-party vendors ceases operations or becomes otherwise unable or unwilling to meet BPGIC’s needs.

Although the BPGIC Terminal, based on the nature of BPGIC’s business, is configured to keep its systems operational under abnormal conditions, including with respect to business processes and procedures, any failure or breakdown in these systems could interrupt BPGIC’s normal business operations and result in a significant slowdown in operational and management efficiency for the duration of such failure or breakdown. Any prolonged failure or breakdown could dramatically affect BPGIC’s ability to offer services to users, which could have a material adverse effect on BPGIC’s business, financial condition and results of operations.

Beyond Phase II, expansion of BPGIC’s business may require substantial capital investment, and BPGIC may not have sufficient capital to make future capital expenditures and other investments as it deems necessary or desirable.

BPGIC operates in a capital-intensive industry that requires a substantial amount of capital and other long-term expenditures, including those relating to the expansion of existing terminal facilities and the development and acquisition of new terminal facilities. BPGIC has several plans for expansion beyond Phase II that may require significant capital investment. For example, BPGIC plans to establish an external connection to the local power grid in due course, which would provide the BPGIC Terminal with an additional source of power if necessary.

In addition, as discussed further in “Business of BPGIC — Strategy”, in July 2019, BPGIC entered into a Land Lease Initial Agreement with FOIZ to lease a plot of land that has a total area of approximately 450,000 m2 on which it would build a new oil storage facility. If the parties proceed to enter a final land lease, BPGIC plans to engage MUC, the same advisor that designed the facilities for the Port of Fujairah and the BPGIC Terminal, to create several proposals for the design of Phase III. If BPGIC decides to construct a new facility, it would require substantial capital investment, and BPGIC may not have sufficient capital to make the capital expenditures and other investments as it deems necessary or desirable.

To meet the financing requirements for such capital investments, BPGIC may have to utilize a combination of internally generated cash and external borrowings, including banking and capital markets transactions. BPGIC may also seek, in the event that further material expansion opportunities arise in the future, to obtain additional funding from the capital markets to further enhance its funding position. BPGIC’s ability to arrange external financing and the

cost of such financing is dependent on numerous factors, including its future financial condition, general economic and capital market conditions, interest rates, credit availability from banks or other lenders, investor confidence in BPGIC, applicable provisions of tax and securities laws and political and economic conditions in any relevant jurisdiction. Moreover, the decline in global credit markets and reduced liquidity may affect BPGIC’s ability to secure financing on commercially reasonable terms, if at all. BPGIC cannot provide any assurance that it will be able to arrange any such external financing on commercially reasonable terms, if at all, and it may be required to secure any such financing with a lien over its assets or agree to contractual limitations on its business. If BPGIC is unable to generate or obtain funds sufficient to make necessary or desirable capital expenditure and other investments, it may be unable to grow its business, which may have a material adverse effect on its business, financial condition and results of operations.

Beyond Phase II, the aforementioned projects and the projects described in “Business of BPGIC — Strategy”, BPGIC may consider additional projects in the future, which would be subject to the same risks mentioned above.

Increases in interest rates, to the extent BPGIC has not hedged its interest rate exposure, could adversely affect BPGIC’s business, financial condition and results of operations and its ability to issue equity or incur debt for acquisitions or other purposes.

Interest rates may increase in the future. As a result, BPGIC’s floating interest rates on its Financing Facilities or future credit facilities and debt offerings could be higher than current levels, causing BPGIC’s financing costs to generally increase to the extent BPGIC has not fully hedged its interest rate risk exposure. Although BPGIC has entered into a contractual arrangement with FAB to hedge the interest rates for BPGIC’s interest payments coming due from June 28, 2019 to June 30, 2023 under the Phase I Financing Facilities, to the extent BPGIC does not hedge its interest rate exposure resulting from other borrowings, including the Phase II Financing Facility, or such hedging arrangements prove ineffective, a rising interest rate environment could have an adverse effect on BPGIC’s business, financial condition and results of operations and its ability to issue equity or incur debt for acquisitions or other purposes.

Risks Related to Doing Business in Countries in Which BPGIC Operates

BPGIC is subject to political and economic conditions in Fujairah and the UAE.

All of BPGIC’s operations are located in the UAE. BPGIC’s operations in Fujairah are located near an area of strategic economic and military importance for the entire region. As such, BPGIC’s future business may be affected by the financial, political and general economic conditions prevailing from time to time in the region and the UAE.

Although economic growth rates in the UAE remain above those of many more developed, as well as regional, markets, the UAE has experienced slower economic growth in recent years, following the downturn experienced as a result of the global financial crisis in 2008 and the sharp decline in oil prices in recent years, which remain volatile and below historic highs. There can be no assurance that economic growth or performance in Fujairah or the UAE, in general, will be sustained. The UAE’s wealth remains largely based on oil and gas. Despite the UAE being viewed as being less vulnerable than some of its Gulf Cooperation Council (“GCC”) neighbors, due to the growth in the non-oil sector and the sizeable wealth of the government of Abu Dhabi, fluctuations in energy prices have an important bearing on economic growth. To the extent that economic growth or performance in the UAE subsequently declines, BPGIC’s business, financial condition and results of operations may be adversely affected. In addition, the implementation by the governments of the UAE of restrictive fiscal or monetary policies or regulations, including in respect of interest rates, or new legal interpretations of existing regulations and the introduction of taxation or exchange controls could have a material adverse effect on BPGIC’s business, financial condition, results of operations and prospects.

While the UAE enjoys domestic political stability and generally healthy international relations, since early 2011 there has been political unrest in a range of countries in the MENA region, including Algeria, Bahrain, Egypt, Iraq, Libya, Morocco, Oman, Saudi Arabia, Syria, Tunisia and Yemen. This unrest has ranged from public demonstrations to, in extreme cases, armed conflict and civil war and has given rise to a number of regime changes and increased political uncertainty across the region. The MENA region is currently subject to a number of armed conflicts including those in Yemen (in which the UAE armed forces, along with a number of other Arab states, are involved), Syria and Iraq as well as the multinational conflict with Islamic State.

It is not possible to predict the occurrence of events or circumstances such as terrorism, war or hostilities, or more generally the financial, political and economic conditions prevailing from time to time, or the impact of such occurrences or conditions, and no assurance can be given that BPGIC would be able to sustain its current profit levels if adverse financial, political or economic events or circumstances were to occur. A general downturn or instability in certain sectors of the UAE or the regional economy, or political upheaval therein, could have an adverse effect on BPGIC’s business, results of operations and financial condition. Investors should also note that BPGIC’s business and financial performance could be adversely affected by political, economic or related developments both within and outside the MENA region because of interrelationships within the global financial markets.

On June 5, 2017, three GCC countries, Saudi Arabia, the UAE and Bahrain, as well as Egypt and Yemen, severed diplomatic ties with Qatar, cut trade and transport links and imposed sanctions on Qatar. The stated rationale for such actions was Qatar’s support of terrorist and extremist organisations and Qatar’s interference in the internal affairs of other countries. There can be no assurance as to when diplomatic relations will be restored or air, land and sea connections reopened with Qatar. It is also not currently possible to predict the outcome of this dispute, and any significant escalation or continuation of the current situation for an extended period could negatively affect Fujairah and the UAE.

In the past, political conflicts have results in attacks on vessels, mining of waterways and other efforts to disrupt shipping. Continuing conflicts, instability and other recent developments in the Middle East and elsewhere, including recent attacks involving vessels and vessel seizures in the Strait of Hormuz and off the coast of Gibraltar, and the presence of U.S. or other armed forces in Afghanistan and Syria, may lead to additional acts of terrorism or armed conflict around the world, and our customer’s vessels may face higher risks of being attacked or detained. BPGIC’s business and financial performance would be adversely affected by any reduction in use of the Port of Fujairah as a result of such tensions or conflict.

Prospective investors should also be aware that investments in emerging markets, such as the UAE, are subject to greater risks than those in more developed markets. The economy of the UAE, like those of many emerging markets, has been characterised by significant government involvement through direct ownership of enterprises and extensive regulation of market conditions, including foreign investment, foreign trade and financial services. While the policies of the local and central governments of the UAE generally resulted in improved economic performance in previous years, there can be no assurance that these levels of performance can be sustained.

Recent geopolitical developments have increased the risk that the region in which BPGIC operates could be involved in an escalating conflict that could have a material adverse effect on our business, financial condition and results of operations.

On September 14, 2019, certain attacks on an oil processing plant and an oil field in Saudi Arabia took place, which, according to preliminary reports, significantly disrupted the oil production capacity of Saudi Arabia, and could cause short and/or long term geopolitical strife. The government of Saudi Arabia and the United States have reported their belief that the attacks were conducted by Iran or its proxy (possibly Yemen). Whether or not these reports are accurate, rising tensions in the region could significantly place the extraction, production and delivery of oil produced in the region at risk. Further, because the UAE is also involved in the conflict in Yemen, it is possible that the perpetrators of the attacks may seek to launch a similar attack against the UAE. Should such an attack occur, or should rising tension in the region cause a conflict, the ports, pipelines and terminal facilities of the UAE could be put at risk and BPGIC’s operations could be materially and adversely affected.

BPGIC’s business operations could be adversely affected by terrorist attacks, natural disasters or other catastrophic events beyond its control.

BPGIC’s business operations could be adversely affected or disrupted by terrorist attacks, natural disasters (such as floods, fires or significant storms) or other catastrophic or otherwise disruptive events, including changes to predominant natural weather, sea and climatic patterns, piracy, sabotage, insurrection, military conflict or war, riots or civil disturbance, radioactive or other material environmental contamination, an outbreak of a contagious disease, or changes to sea levels, which may adversely affect global or regional trade volumes or user demand for oil products transported to or from affected areas, and denial of the use of any railway, port, airport, shipping service or other means

of transport and disrupt users’ logistics chains. In addition, BPGIC may be exposed to extreme weather conditions such as severe heat, flooding, rain or wind conditions, which could disrupt activities at the BPGIC Terminal and the Port of Fujairah. Several of BPGIC’s competitors in the Fujairah oil zone region have experienced issues with flooding in the past due to the region’s close proximity to the Al Hajar mountainous region, where floods sometimes occur when a significant amount of rain mixes with the dirt from the mountains and subsequently clogs the region’s drainage system. Although the BPGIC Terminal has been designed with sufficient drainage capabilities to handle certain flooding scenarios and the Phase I oil storage tanks have been constructed to withstand high levels of radiation and fire in accordance with NFPA standards, if the flooding, radiation or fire is significantly severe, there can be no assurance BPGIC’s business operations would be unaffected by it.

The occurrence of any of these events at the BPGIC Terminal or in Fujairah may reduce BPGIC’s business volumes, cause delays in the arrival and departure of oil tankers or disruptions to its operations, in part or in whole, may increase the costs associated with storage, heating or blending activities, may subject BPGIC to liability or impact its brand and reputation and may otherwise hinder the normal operation of the BPGIC Terminal, which could substantially impair BPGIC’s growth prospects and could have a material adverse effect on its business, financial condition and results of operations. Although BPGIC has insurance in place to cover certain of these events if they occur at the BPGIC Terminal, including sabotage and terrorism insurance, there can be no assurance that such insurance will be sufficient to cover all costs and lost business volumes associated with such events.

Climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating and capital costs and reduced demand for BPGIC’s storage services.

There is a growing belief that emissions of greenhouse gases, or GHGs, such as carbon dioxide and methane, may be linked to climate change. Climate change and the costs that may be associated with its impacts and the regulation of GHGs have the potential to affect BPGIC’s business and the businesses of users in many ways, including negatively impacting the costs BPGIC incurs in providing its services and the demand for its services (due to change in both costs and weather patterns).

In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change, or the Kyoto Protocol, entered into force. The UAE ratified the Kyoto Protocol in 2005. The first commitment period of the Kyoto Protocol ended in 2012, but it was nominally extended past its expiration date with a requirement for a new legal construct to be put into place by 2015. To that end, in December 2015, over 190 countries, including the UAE, reached an agreement to reduce global greenhouse gas emissions. From the time BPGIC completed construction of Phase I on November 19, 2017, its facilities have been in full compliance with the latest requirements. The Paris Agreement, which will enter into force in 2020, will require governments to take legislative and regulatory measures to reduce emissions that are thought to be contributing to climate change. While BPGIC has already taken certain measures to reduce emissions of volatile organic compounds, additional measures might become necessary, which could increase operating costs. Moreover, BPGIC’s business might be impacted by changes in demand of the oil products that it stores to the extent users are impacted by such regulations.

Although it is not possible at this time to accurately estimate how potential future laws or regulations addressing GHG emissions would impact BPGIC’s business, any future local, national, international or federal laws or implementing regulations that may be adopted to address GHG emissions could possibly require BPGIC to incur increased operating costs and could adversely affect demand for the oil or oil products it stores. The potential increase in the costs of BPGIC’s operations resulting from any legislation or regulation to restrict emissions of GHGs could include new or increased costs to operate and maintain its facilities, install new emission controls on its facilities, acquire allowances to authorize its greenhouse gas emissions, pay any taxes related to its GHG emissions and administer and manage a GHG emissions program. Moreover, incentives to conserve energy or use alternative energy sources could reduce demand for BPGIC’s services. BPGIC cannot predict with any certainty at this time how these possibilities may affect its operations. Many scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate change that could have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events; if such effects were to occur, they could have an adverse effect on BPGIC’s business, financial condition and results of operations.

BPGIC may incur significant costs to maintain compliance with, or address liabilities under, environmental, health and safety regulation applicable to its business.

BPGIC’s business operations are subject to UAE, national, state and local environmental laws and regulations concerning, among other things, the management of hazardous substances, the storage and handling of hazardous waste, the control of the emission of vapor into the air and water discharges, the remediation of contaminated sites and employee health and safety. These laws and regulations are complex and subject to change. BPGIC could incur unexpected costs, penalties and other civil and criminal liability if it fails to comply with applicable environmental or health and safety laws. Although BPGIC has installed impermeable lining over the ground soil throughout the terminal’s tank farm area and any other area where oil leakage could occur and potentially reach the ground soil, there can be no assurance in the unlikely event of an accidental leak, release or spill of oil products or other products at the BPGIC Terminal site, that BPGIC will not experience operational disruptions or incur costs related to cleaning and disposing waste and oil products, remediating ground soil or groundwater contamination, paying for government penalties, addressing natural resource damage, compensating for human exposure or property damage, or a combination of these measures. Although BPGIC believes it has adequate insurance in place to insure against the occurrence of any of the foregoing events, there can be no assurance BPGIC’s insurance would be sufficient to cover all potential costs. Therefore, the occurrence of any of the foregoing events could have a material adverse effect on BPGIC’s business, financial condition and results of operations.

Furthermore, although BPGIC monitors the exposure of its employees, neighbors and others to risks connected with its operations, future health claims of its employees or other such persons, caused by past, present or future exposure cannot be excluded. BPGIC could be subject to claims by government authorities, individuals and other third parties seeking damages for alleged personal injury or property damage resulting from hazardous substance contamination or exposure caused by its operations, facilities or products, and BPGIC’s insurance may not be sufficient to cover these claims.

In addition, compliance with future environmental or health and safety laws and regulations may require significant capital or operational expenditures or changes to BPGIC’s operations.

BPGIC could be adversely affected by violations of anti-corruption laws or economic sanctions programs.

Currently, all of BPGIC’s operations are conducted in the UAE. BPGIC is committed to doing business in accordance with all applicable laws and its own code of ethics. BPGIC is subject, however, to the risk that users, BPGIC or their respective officers, directors, employees and agents may take actions determined to be in violation of anti-corruption laws. In addition, as a result of the Business Combination, BPGIC will be subject for the first time to the U.S. Foreign Corrupt Practices Act. Any violations of applicable anti-corruption laws could result in substantial civil and criminal penalties, and could have a damaging effect on BPGIC’s reputation and business relationships. Furthermore, BPGIC is subject to economic sanctions programs, including those administered by the United Nations Security Council, the United Arab Emirates and the United States. Although BPGIC has policies and procedures designed to ensure compliance with applicable sanctions programs, there can be no assurance that such policies and procedures will be sufficient or that users, BPGIC, Pubco or their respective officers, directors, employees and agents will not take actions in violation of BPGIC’s policies and procedures (or otherwise in violation of the relevant sanctions regulations) for which they, Pubco or BPGIC may ultimately be held responsible.

Tax liabilities associated with indirect taxes on the oil products BPGIC services could result in losses to it.

In Fujairah, the oil products that BPGIC stores and blends for the Phase I & II Customer in the Phase I facility are subject to numerous duties or taxes that are not based on income, sometimes referred to as “indirect taxes”, including import duties, excise duties, environmental levies and value-added taxes. Once Phase II becomes operational, the oil products that BPGIC stores and blends for the Phase I & II Customer in the Phase II facility will likely be subject to similar “indirect taxes”. Under the terms and conditions of the respective Principal Customer Agreements, BPGIC is entitled to pass on such indirect taxes to the Phase I & II Customer.

However, changes to existing regulations for indirect taxes or the introduction of new regulations are beyond BPGIC’s control and may be influenced by political or commercial considerations not aligned with its interests. Any such regulations could adversely affect BPGIC’s business by increasing its costs to the extent it is unable to pass on such indirect taxes to the Phase I & II Customer, and as a result, adversely affect its business, financial condition and results of operations.

Changes to VAT law in the UAE may have an adverse effect on BPGIC’s business, financial condition and results of operations.

On August 23, 2017, the government of the UAE published Federal Decree-Law No. 8 of 2017 (the “VAT Law”) on value added tax (“VAT”) which came into effect on January 1, 2018. Cabinet Decision No. 52 of 2017 on the executive regulations of the VAT Law, issued on November 26, 2017, and Cabinet Decision No. 59 of 2017 on designated zones for the purposes of the VAT Law, issued on December 28, 2017, provide that certain designated zones in the UAE are subject to special VAT treatment. Subject to it continuing to meet the conditions set out in the executive regulations to the VAT Law, the area in which BPGIC operates is a designated zone for the purposes of the VAT Law and therefore BPGIC benefits from certain exemptions under the VAT Law. There is no guarantee that the free zone in which BPGIC operates will remain a designated zone in the future. If the area in which BPGIC operates loses its designation as a designated zone or any change is made to the applicable rate on the supply of services for the area in which BPGIC operates, BPGIC’s business, financial condition and results of operations may be adversely affected.

BPGIC’s business may be materially adversely affected if the US dollar/UAE dirham-tied exchange rate were to be removed or adjusted.

All of BPGIC’s current revenues are received in US dollars and all of its operating costs are incurred in UAE dirhams. All of BPGIC’s current revenues and operating costs derive from its operations in the UAE. Although the US dollar/UAE dirham exchange rate is currently fixed, there can be no assurance that the government of the UAE will not de-peg the UAE dirham from the US dollar in the future. Alternatively, the existing fixed rate may be adjusted in a manner that increases the costs of certain equipment used in BPGIC’s business or decreases BPGIC’s receipt of payments from users. Any adjustment of the fixed rate or de-pegging of the UAE dirham from the US dollar in the future could cause BPGIC’s operations and reported results of operations and financial condition to fluctuate due to currency translation effects, which could have a material adverse effect on its business, financial condition and results of operations.

BPGIC’s business may be materially adversely affected by unlawful or arbitrary governmental action.

Governmental authorities in the UAE have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary to law or influenced by political or commercial considerations. Such governmental action could include, among other things, the expropriation of property without adequate compensation or the forcing of business acquisitions, combinations or sales. Any such action taken may have a material adverse effect on BPGIC’s business, financial condition and results of operations.

Legal and regulatory systems may create an uncertain environment for investment and business activities.

The UAE’s institutions and legal and regulatory systems are not yet as fully matured and as established as those of Western Europe and the United States. Existing laws and regulations may be applied inconsistently with anomalies in their interpretation or implementation. Such anomalies could affect BPGIC’s ability to enforce its rights under its contracts or to defend its business against claims by others. Changes in the UAE legal and regulatory environment, including in relation to foreign ownership restrictions, labor, welfare or benefit policies or in tax regulations could have a material impact on BPGIC’s business, financial condition and results of operations.