▸ Delaware law and our charter documents may impede or discourage a takeover or change in control.· · ● ● 2 ▸ We may issue additional equity securities and any such issuance may dilute earnings per share and stockholders’ percentage ownership.· · ● ● 2 ▸ An established market for our securities may not be sustained.· ● ● ● 3 ▸ An investor will only be able to exercise a Warrant if the issuance of shares of Common Stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the Warrants.· ● ● ● 3 ▸ Failure to effectively manage the integration process could adversely impact our business, financial condition, results of operations and cash flows.· ● ● ● 3 ▸ If we do not maintain a current and effective prospectus relating to the Common Stock issuable upon exercise of the Warrants, holders will only be able to exercise such Warrants on a “cashless basis.”· ● ● ● 3 ▸ Our indebtedness could lead to adverse consequences or adversely affect our financial position and prevent us from fulfilling our obligations under such indebtedness, and any refinancing of this debt could be at significantly higher interest rates.· ● ● ● 3 ▸ group Risks Relating to Our Securities· ● ● ● 3 ▸ The Warrants may never be in the money, and may expire worthless.· ● ● ● 3 ▸ We are a “controlled company” that could take advantage of exemptions to certain corporate governance requirements under NYSE American rules in the future.· ● ● ● 3 rw ▸ We are subject to risks related to government contracts and related procurement regulations.· ● ● ● 3 ▸ We may amend the terms of the Warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding Warrants.· ● ● ● 3 ▸ We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to the holders, thereby making the Warrants worthless.· ● ● ● 3 ▸ Our Warrants have been issued in registered form under the Warrant Agreement. The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct· · ● · 1 ▸ We are a “controlled company” within the meaning of the NYSE listing standards. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a· · ● · 1 ▸ We will remain an emerging growth company until the earliest of: (i) the end of the fiscal year in which we have total annual gross revenue in excess of $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of· · ● · 1 ▸ Government contracts are subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance and accounting and often include· ● · · 1 ▸ An established market for our securities may not develop following consummation of the Business Combination.● · · · 1 ▸ group Risks Relating Becoming a Public Company● · · · 1 ▸ The price of our securities may vary significantly due to a variety of reasons including but not limited to recession, shortages of durable and hard goods used at our properties, semiconductors used in the equipment that powers the● · · · 1 ▸ Adverse credit and financial market conditions could impair our, our customers’ and our partners’ borrowing capacity, which could negatively affect us.● ● ● ● 4 ▸ Bank failures or intervention by banking regulators may have an adverse impact on our business.● ● ● ● 4 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.● ● ● ● 4 ▸ Climate change and related environmental issues could have a material adverse impact on us.● ● ● ● 4 ▸ Compliance with and changes in tax laws could adversely affect our performance.● ● ● ● 4 ▸ Demand for our services may increase or decrease during economic recessions or volatile economic cycles, and a reduction in demand in end markets may adversely affect our business.● ● ● ● 4 ▸ During the ordinary course of our business, we may become subject to material lawsuits or indemnity claims.● ● ● ● 4 ▸ Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could impair our ability to compete for contracts.● ● ● ● 4 ▸ Foreign currency risks could have an adverse impact on revenue, earnings and/or Backlog.● ● ● ● 4 ▸ Future sales, or the perception of future sales, by the Company or our stockholders in the public market could cause the market price of our securities to decline.● ● ● ● 4 ▸ If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, the price and trading volume of our securities could decline.● ● ● ● 4 ▸ If we are unable to accurately estimate contract risks, revenue or costs, economic factors such as inflation and tariffs, the timing of new awards or the pace of project execution, we may incur a loss or achieve lower than anticipated profit.● ● ● ● 4 rw ▸ If we are unable to attract and retain qualified managers and skilled employees, our operating costs may increase.● ● ● ● 4 ▸ In connection with acquisitions or divestitures, we may become subject to liabilities.● ● ● ● 4 ▸ It can be difficult and expensive to obtain the insurance we need for our business operations.● ● ● ● 4 ▸ NYSE American may delist Southland’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject Southland to additional trading restrictions.● ● ● ● 4 rw ▸ Our Backlog is subject to unexpected adjustments and cancellations.● ● ● ● 4 ▸ Our accounting for revenue recognized over time could result in a reduction or elimination of previously reported revenue and profit.● ● ● ● 4 ▸ Our actual operating and financial results in any given period may differ from guidance we provide to the public, including our most recent public guidance.● ● ● ● 4 ▸ Our bonding requirements may limit our ability to incur indebtedness, which could limit our ability to refinance our existing credit facilities or to execute our business plan.● ● ● ● 4 ▸ Our employees work on projects that are inherently dangerous and in locations where there are high security risks, and a failure to maintain a safe work site could result in significant losses.● ● ● ● 4 ▸ Our failure to adequately recover on affirmative claims brought by us against project owners or other project participants for additional contract costs could have a negative impact on our liquidity and future operations.● ● ● ● 4 ▸ Our financial results are based upon estimates and assumptions that may differ from actual results.● ● ● ● 4 ▸ Our inability to recover on contract modifications against project owners or subcontractors for payment or performance could negatively affect our financial condition, results of operations and cash flows.● ● ● ● 4 rw ▸ Our participation in joint ventures exposes us to liability and/or harm to our reputation for failures by our partners.● ● ● ● 4 ▸ Our reported results of operations could be adversely affected as a result of impairments of goodwill, other identifiable intangible assets or investments.● ● ● ● 4 ▸ Public health crises, such as the COVID-19 pandemic, have adversely impacted, and could in the future adversely impact, our business, financial condition and results of operations.● ● ● ● 4 rw ▸ group Risks Relating to Southland’s Business and Industry● ● ● ● 4 rw ▸ Some of our contracts have penalties for late completion.● ● ● ● 4 ▸ Supply chain interruptions, including availability of materials, products or equipment, may have a negative impact on our ability to complete projects.● ● ● ● 4 ▸ Systems and information technology interruption and breaches in data security and/or privacy could adversely impact our ability to operate and negatively impact our results of operations.● ● ● ● 4 ▸ The loss of one or more customers could have an adverse effect on us.● ● ● ● 4 ▸ The nature of our contracts subjects us to risks associated with delays and cost overruns, which may not be recoverable and may result in reduced profits or losses that could have a material impact on us.● ● ● ● 4 ▸ The price of our securities may change significantly, and you could lose all or part of your investment as a result.● ● ● ● 4 rw ▸ The timing of new contract delays, cancellations and termination of existing contracts may result in unpredictable fluctuations in our business.● ● ● ● 4 rw ▸ We are an “emerging growth company” and it cannot be ascertained whether the reduced disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.● ● ● ● 4 rw ▸ We are dependent upon suppliers and subcontractors to complete many of our contracts.● ● ● ● 4 ▸ We are vulnerable to the cyclical nature of the markets we serve.● ● ● ● 4 ▸ We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.● ● ● ● 4 ▸ We could be adversely impacted if we fail to comply with domestic and international import and export laws.● ● ● ● 4 ▸ We depend on key personnel and we may not be able to operate and grow our business effectively if we lose the services of any of our key persons or are unable to attract qualified and skilled personnel in the future.● ● ● ● 4 ▸ We may be unable to win new contracts if we cannot provide customers with letters of credit or performance or other bonds.● ● ● ● 4 ▸ We may experience delays and defaults in customer payments, and we may pay our suppliers and subcontractors before receiving payment from our customers for the related services, which could result in a material adverse effect on our business.● ● ● ● 4 ▸ We may incur higher costs to lease, acquire and maintain equipment necessary for our operations.● ● ● ● 4 ▸ We may incur liabilities or suffer negative financial or reputational impacts relating to health and safety matters.● ● ● ● 4 ▸ We may lose business to competitors through competitive bidding processes.● ● ● ● 4 ▸ We use certain commodity products that are subject to significant price fluctuations.● ● ● ● 4 ▸ Weather can significantly affect our revenue and profitability.● ● ● ● 4 
