As filed with the Securities and Exchange Commission on December 21, 2021

Registration No. 333-260659

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Bullish

(Exact name of registrant as specified in its charter)

Cayman Islands	7389	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. Employer Identification Number)

Ugland House, S Church Street, Grand Cayman,

Cayman Islands KY1-1104

+1 345 949 8066

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Steve Lin, Esq. Daniel Dusek, Esq. Joseph Raymond Casey, Esq. Kirkland & Ellis International LLP 26^th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong +852 3761-3300 Michael Padarin Carey Olsen Hong Kong LLP Suites 3610-13 Jardine House 1 Connaught Place Central Hong Kong SAR +852 3628 9006 Howard Kenny Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the Business Combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of each class of security to be registered	Amount to be registered(1)	Proposed maximum offering price per security	Proposed maximum aggregate offering price	Amount of registration fee(11)
Class A Ordinary Shares(4)(9)	69,750,000	$10.50(2)	$732,375,000.00(2)	$67,891.16(12)
Class A Ordinary Shares(5)(9)	67,707,929	$10.50(2)	$710,933,254.50(2)	$65,903.51(12)
Class A Ordinary Shares(6)(9)	6,248,316	$10.12(3)	$63,201,716.34(3)	$5,858.80(13)
Warrants(7)(9)	27,000,000	$3.03(2)	$81,810,000.00(2)	$7,583.79(12)
Class A Ordinary Shares issuable on exercise of Warrants(8)(9)	27,000,000	$11.50(2)	—(10)	$0(12)
Total			$1,588,319,970.84(2)	$147,237.26(12)(13)

(1) All securities being registered will be issued by Bullish, a Cayman Islands exempted company (“Bullish”). In connection with the business combination described in the proxy statement/prospectus included herein (“Business Combination”), (a) BMC1, a Cayman Islands exempted company (“Merger Sub 1”) and a wholly-owned subsidiary of Bullish, will be merged with Far Peak Acquisition Corporation, a publicly traded Cayman Islands exempted company (“FPAC”), and (b) BMC2, a Cayman Islands exempted company (“Merger Sub 2”) and a wholly-owned subsidiary of Bullish, will be merged with Bullish Global, a Cayman Islands exempted company (“Bullish Global”). Upon the consummation of the Business Combination (i) each outstanding Class A and Class B ordinary share of FPAC will be converted into one Class A ordinary share (the “Class A Ordinary Shares”) of Bullish, and (ii) each outstanding FPAC Warrant (“FPAC Warrants”) will be converted into one warrant of Bullish (“Bullish Warrants”) that entitles the holder thereof to purchase one Class A Ordinary Share of Bullish in lieu of one Class A ordinary share of FPAC and otherwise upon substantially the same terms and conditions.

(2) Based on the market prices on October 27, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares and FPAC Warrants (FPAC is the company to which the registrant will succeed after the transactions described in this registration statement and the proxy statement/prospectus included herein).

(3) Based on the market prices on December 16, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares (FPAC is the company to which the registrant will succeed after the transactions described in this registration statement and the proxy statement/prospectus included herein).

(4) Consists of Class A Ordinary Shares issuable in exchange for outstanding Class A and Class B ordinary shares of FPAC, including Class A ordinary shares of FPAC included in outstanding units of FPAC consisting of one Class A ordinary share of FPAC and one-third of an FPAC Warrant (“Units”). Upon the consummation of the Business Combination, all Units will be separated into their component securities.

(5) Consists of Class A Ordinary Shares issuable in exchange for outstanding Class C common shares of Bullish Global held by certain non-affiliates of Bullish Global based on the 20-day average price of digital assets as of August 31, 2021, the registration fee of which has been previously paid.

(6) Consists of additional Class A Ordinary Shares issuable in exchange for outstanding Class C common shares of Bullish Global held by certain non-affiliates of Bullish Global based on the 20-day average price of digital assets as of November 1, 2021, the registration fee of which is paid herewith.

(7) Consists of Bullish Warrants that will replace outstanding FPAC Warrants, including FPAC Warrants included in outstanding Units of FPAC and the private placement warrants of FPAC (including the 500,000 private placement warrants subject to cancellation).

(8) Consists of Class A Ordinary Shares of Bullish issuable upon exercise of warrants. Each warrant will entitle the warrant holder to purchase one Class A Ordinary Share of Bullish at a price of $11.50 per share (subject to adjustment).

(9) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(10) No separate registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

(11) Computed in accordance with Rule 457(g) by multiplying the proposed maximum aggregate offering price by 0.0000927.

(12) $141,378.46 previously paid.

(13) $5,858.80 paid herewith.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION, DATED DECEMBER [    ], 2021

FAR PEAK ACQUISITION CORPORATION

511 6th Ave #7342

New York, New York 10011

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD VIRTUALLY ON                  , 2022

TO THE SHAREHOLDERS OF FAR PEAK ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Special Meeting”) of Far Peak Acquisition Corporation, a Cayman Islands exempted company (“FPAC”), will be held virtually at 9:00 a.m. New York City time, on                  , 2022. You are cordially invited to attend the meeting, which will be held for the following purposes:

(a) Proposal No. 1 — The Business Combination Proposal — to consider and vote upon, as an ordinary resolution, the Business Combination, pursuant to the Business Combination Agreement, dated as of July 8, 2021 (the “Business Combination Agreement”), by and among FPAC, Bullish, a Cayman Islands exempted company (“Bullish”), BMC1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish (“Merger Sub 1”), BMC2, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish (“Merger Sub 2”, and together with Merger Sub 1 the “Merger Subs”), and Bullish Global, a Cayman Islands exempted company (“Bullish Global”), whereby on the Closing Date FPAC will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish (the “Initial Merger”). Following the Initial Merger, Merger Sub 2 will merge with and into Bullish Global, with Bullish Global as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish (the “Acquisition Merger” and, together with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

(b) Proposal No. 2 — The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve and authorize the Plan of Merger (made in accordance with the provisions of Section 233 of the Cayman Companies Act and included as Annex C to the accompanying proxy statement/prospectus) and to authorize the Initial Merger of FPAC with and into Merger Sub 1 with Merger Sub 1 surviving the Initial Merger.

(c) Proposal No. 3 — The Organizational Documents Proposals — to consider and vote upon six separate proposals to approve the material differences between the amended and restated memorandum and articles of association of Bullish to be in effect following the consummation of the Business Combination and FPAC’s current amended and restated memorandum and articles of association (the “Organizational Documents Proposals”), specifically:

• Proposal No. 3 — The Organizational Documents Proposal A — a special resolution, to approve that the name of the new public entity will be “Bullish” as opposed to “Far Peak Acquisition Corp.”

• Proposal No. 3 — The Organizational Documents Proposal B — a special resolution, to approve that Bullish will have (i) 4,000,000,000 Class A Ordinary Shares authorized; (ii) 950,000,000 Class B Ordinary Shares authorized and (iii) 50,000,000 preference shares authorized, as opposed to FPAC having 500,000,000 Class A ordinary shares authorized, 50,000,000 Class B ordinary shares authorized and 5,000,000 preference shares authorized.

• Proposal No. 3 — The Organizational Documents Proposal C — a special resolution, to approve that Bullish will not have a classified board.

• Proposal No. 3 — The Organizational Documents Proposal D — a special resolution, to approve that Bullish will require any amendments to its Articles of Association to be by special resolution rather than certain matters being eligible for amendment by ordinary resolution.

• Proposal No. 3 — The Organizational Documents Proposal E — a special resolution, to approve that Bullish’s corporate existence will be perpetual as opposed to FPAC’s corporate existence terminating if a business combination is not consummated by FPAC within a specified period of time.

• Proposal No. 3 — The Organizational Documents Proposal F — a special resolution, to approve that Bullish’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that FPAC’s amended and restated memorandum and articles of association contains.

(d) Proposal No. 4 — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived.

The Special Meeting will be convened virtually on                 , 2022, New York City time, at 9:00 a.m. Shareholders may attend, vote and examine the list of FPAC Shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/farpeak/2021 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus (COVID-19), the Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically.

The board of directors of FPAC (the “FPAC Board”) has established                  , 2021, as the record date for the Special Meeting. Only holders of record of shares of FPAC’s Class A ordinary shares and Class B ordinary shares (collectively, “FPAC Shares”) at the close of business on                 , 2021, are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read the proxy statement/prospectus carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, the FPAC Board has determined that each of the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposals and the Adjournment Proposal are in the best interests of FPAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The Business Combination is conditioned on the approval of the Business Combination Proposal and the Merger Proposal. If our shareholders do not approve the Business Combination Proposal and the Merger Proposal, then the Business Combination may not be consummated. The six separate proposals in the Organizational Proposals are conditioned on the approval of the Business Combination Proposal and the Merger Proposal at the Special Meeting. If the Business Combination Proposal and the Merger Proposal are not approved, the Organizational Documents Proposals will not be presented at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal.

Concurrently with the execution of the Business Combination Agreement, FPAC’s Sponsor, Far Peak LLC (“Sponsor”), entered into a Voting Agreement pursuant to, and on the terms and subject to the conditions of which, our Sponsor has unconditionally and irrevocably agreed, among other things, to vote its shares of FPAC, and take certain other actions, in support of the Business Combination. As of the date hereof, the Sponsor owns approximately 13.7% of FPAC’s total outstanding ordinary shares.

Pursuant to FPAC’s Amended and Restated Memorandum and Articles of Association, a holder (a “Public Shareholder”) of FPAC’s Class A ordinary shares (“Public Shares”) may request that FPAC redeem all or a

portion of its Public Shares (which would otherwise become Class A Ordinary Shares of Bullish in the Business Combination) for cash if the Business Combination is consummated. As a Public Shareholder, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)    (a) hold Public Shares or (b) hold Public Shares through Units and you elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii)    prior to 5:00 p.m., New York City time, on                  , 2022, two business days prior to the Special Meeting, (a) submit a written request to Continental Stock Transfer & Trust Company, FPAC’s transfer agent (the “transfer agent”), that FPAC redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If the Business Combination is consummated and a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the Initial Public Offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to FPAC to pay its taxes, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per public share. If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the Closing (as defined below). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FPAC instruct its transfer agent to return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. See “The Extraordinary General Meeting of FPAC Shareholders — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

All FPAC Shareholders are cordially invited to attend the Special Meeting which will be held in a virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of record holding FPAC Shares, you may also cast your vote at the Special Meeting electronically by visiting https://www.cstproxy.com/farpeak/2021. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on certain proposals because such action would not count as a vote cast at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your FPAC Shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing FPAC.info@investor.morrowsodali.com. This notice of Special Meeting is and the proxy statement/prospectus relating to the Business Combination will be available at                 .

Thank you for your participation. We look forward to your continued support.

, 2021	By Order of the Board of Directors,
		Thomas W. Farley
		Chairman of the Board

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD FPAC CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING FPAC CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR FPAC CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DTC’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF FPAC SHAREHOLDERS — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 21, 2021

PRELIMINARY PROXY STATEMENT/PROSPECTUS

Bullish

PROXY STATEMENT OF

FAR PEAK ACQUISITION CORPORATION

PROSPECTUS FOR UP TO 143,706,245 CLASS A ORDINARY SHARES, 27,000,000 WARRANTS AND 27,000,000 CLASS A ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS OF BULLISH

The board of directors of Far Peak Acquisition Corporation, a Cayman Islands exempted company (“FPAC”) has unanimously approved the Business Combination Agreement, dated as of July 8, 2021 (the “Business Combination Agreement”), by and among FPAC, Bullish, a Cayman Islands exempted company (“Bullish”), BMC1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish (“Merger Sub 1”), BMC2, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish (“Merger Sub 2”, and together with Merger Sub 1 the “Merger Subs”), and Bullish Global, a Cayman Islands exempted company (“Bullish Global”), which, among other things, provides for the merger of FPAC with Merger Sub 1, with Merger Sub 1 as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish (the “Initial Merger”) and, following the Initial Merger, the merger of Bullish Global and Merger Sub 2, with Bullish Global as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish (the “Acquisition Merger” and, together with the Initial Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination” or the “Transactions”). As a result of and upon consummation of the Business Combination, each of FPAC and Bullish Global will become a wholly-owned subsidiary of Bullish, as described in this proxy statement/prospectus and Bullish will become a new public company owned by the prior FPAC Shareholders, the prior Bullish Global shareholders, and the PIPE Investors describe below. Certain terms are defined in the section of this proxy statement/prospectus captioned “Frequently Used Terms.”

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination (i) each outstanding Class A and Class B Ordinary Share of FPAC will be converted into one Class A ordinary share (the “Class A Ordinary Shares”) of Bullish, which will have one vote per share, and (ii) each outstanding warrant of FPAC (“FPAC Warrant”) will be converted into one warrant of Bullish (“Bullish Warrant”) that entitles the holder thereof to purchase one Class A Ordinary Share of Bullish in lieu of one Class A ordinary share of FPAC and otherwise upon substantially the same terms and conditions. Accordingly, this proxy statement/prospectus covers the issuance by Bullish of an aggregate of up to 69,750,000 Class A Ordinary Shares to FPAC Shareholders, 27,000,000 Warrants, 27,000,000 Class A Ordinary Shares issuable upon exercise of warrants.

In addition, as part of the Business Combination, certain Bullish Global shareholders currently owning approximately 93.11% of the issued and outstanding ordinary shares of Bullish Global will receive Class B ordinary shares of Bullish (“Class B Ordinary Shares”) entitling them to ten votes per share and the remaining issued and outstanding ordinary shares of Bullish Global will be exchanged into Class A Ordinary Shares of Bullish. This proxy statement/prospectus covers up to 73,956,245 Class A Ordinary Shares to be issued in exchange for outstanding Class C common shares of Bullish Global held by non-affiliates of Bullish Global. The number of Class A and Class B Ordinary Shares to be issued to the shareholders of Bullish Global will be determined pursuant to the “Exchange Ratio” as defined in Business Combination Agreement and will depend in part on the Digital Asset Market Value (as defined in the Business Combination Agreement) to be held by Bullish Global at the closing of the Business Combination. Based on the 20-day average price of digital asset market values as of November 1, 2021 (the date used in the pro forma financial information in respect of the Business Combination is provided in this proxy statement/prospectus), the shareholders of Bullish Global would have received 263,126,205 Class A Ordinary Shares and 809,863,099 Class B Ordinary Shares. Such shares (assuming that no FPAC Shareholders elect to redeem their ordinary shares underlying the units sold in FPAC’s initial public offering (“Public Shares”) for cash in connection therewith as permitted by FPAC’s memorandum and articles of association and excluding the warrants), would collectively represent approximately 91.49% of Bullish’s issued and outstanding Class A and Class B Ordinary Shares and 98.82% of the combined voting power of Bullish’s Class A and Class B Ordinary Shares. Class B Ordinary Shares shall automatically convert into Class A Ordinary Shares on a one-for-one basis (a) at any time and from time to time at the option of the holders thereof; and (b) immediately prior to the consummation of a transfer of such Class B Ordinary Shares to any third party (other than to specified transferees). Based on an estimate of the high and low prices of the digital assets that may be held by Bullish Global at closing over the 52-week period ended November 1, 2021, the percentage of Bullish equity to be received by the shareholders of Bullish Global, assuming no redemptions, would range from 92.00% to 83.46%.

Certain investors (the “PIPE Investors”) will subscribe for an aggregate of 30,000,000 Class A Ordinary Shares of Bullish at $10.00 per share for gross proceeds of $300,000,000 concurrently with the effective time of the Business Combination (the “PIPE Investment”).

In addition, it is anticipated that, upon completion of the Business Combination, based on the above assumptions: (1) Public Shareholders will own 60,000,000 Class A Ordinary Shares or approximately 5.12% of Bullish’s outstanding Ordinary Shares or 0.71% of the voting power; (2) the PIPE Investors will own 30,000,000 Class A Ordinary Shares or approximately 2.56% of Bullish’s

outstanding Ordinary Shares or 0.35% of the voting power; (3) FPAC’s Sponsor and the Initial Shareholders will own 7,800,000 Class A Ordinary Shares or approximately 0.67% of Bullish’s outstanding Ordinary Shares or 0.09% of the voting power (in addition, the BR Investors (as defined herein) will hold 1,950,000 Class A Ordinary Shares as transferred by the FPAC Sponsor).

In addition, after the Business Combination, Public Shareholders will hold 20,000,000 formerly Public Warrants and there will be 6,500,000 formerly Private Placement Warrants held between FPAC’s Sponsor, the BR Investors, and the Anchor Subscriber (as defined herein).

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of FPAC Shareholders scheduled to be held virtually on                  , 2022.

FPAC’s Units, Class A ordinary shares and warrants are currently listed on The New York Stock Exchange (“NYSE”), under the symbols “FPACU,” “FPAC,” and “FPACW,” respectively. Bullish will apply for listing, to be effective at the time of the Business Combination, of its Class A Ordinary Shares and warrants on the NYSE under the symbols, “BULL” and “BULLW,” respectively. Bullish will not have units traded following consummation of the Business Combination. Bullish will be a “controlled company” pursuant to NYSE listing rules.

Each of FPAC and Bullish is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

Bullish, a Cayman Islands exempted company, operates a blockchain-based cryptocurrency trading platform through its subsidiary that is incorporated in Gibraltar and licensed and regulated by the Gibraltar Financial Services Commission. Bullish receives operational support services from across the Bullish Group, including its operating subsidiary based in Hong Kong. For risks related to Bullish’s operations in Hong Kong, see risk factors under the heading “Risks Relating to Doing Business in Hong Kong”

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of FPAC Shareholders. The FPAC Board encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors.”

These securities have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                  , 2021, and is first being mailed to FPAC securityholders on or about                 , 2021.

TABLE OF CONTENTS

	Page
ADDITIONAL INFORMATION		i
ABOUT THIS PROXY STATEMENT/PROSPECTUS		i
INDUSTRY AND MARKET DATA		i
FREQUENTLY USED TERMS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		7
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		10
SUMMARY TERM SHEET		29
SUMMARY		34
SELECTED HISTORICAL FINANCIAL INFORMATION		53
SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS		57
RISK FACTORS		60
INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION		143
EXTRAORDINARY GENERAL MEETING OF FPAC SHAREHOLDERS		144
THE BUSINESS COMBINATION PROPOSAL		150
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS		211
THE MERGER PROPOSAL		225
THE ORGANIZATIONAL DOCUMENT PROPOSALS		226
THE ADJOURNMENT PROPOSAL		237
OTHER INFORMATION RELATED TO FPAC		238
FPAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		246
INFORMATION RELATED TO BULLISH		251
BUSINESS OF BULLISH		252
BULLISH GLOBAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		277
MANAGEMENT OF BULLISH FOLLOWING THE BUSINESS COMBINATION		290
DIRECTOR AND EXECUTIVE COMPENSATION		296
BENEFICIAL OWNERSHIP OF SECURITIES		304
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		308
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATION		310
DESCRIPTION OF BULLISH SECURITIES		323
APPRAISAL OR DISSENTERS’ RIGHTS		338
OTHER SHAREHOLDER COMMUNICATIONS		338
EXPERTS		338
LEGAL MATTERS		338
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		338
WHERE YOU CAN FIND MORE INFORMATION		339
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEXES
Annex A: Business Combination Agreement		A-1
Annex B: Form of Amended and Restated Memorandum and Articles of Association of Bullish		B-1
Annex C: Plan of Merger		C-1
Annex D: Opinion of Duff & Phelps		D-1

i

ADDITIONAL INFORMATION

If you have questions about the Special Meeting, or if you need to obtain copies of this proxy statement/prospectus, the enclosed proxy card or other documents incorporated by reference in this proxy statement/prospectus, you may contact FPAC’s proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali LLC

470 West Avenue, Suite 3000

Stamford, CT 06902

Tel: (800) 662-5200

Banks and brokers call collect: (203) 658-9400

E-mail: FPAC.info@investor.morrowsodali.com

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held virtually on                  , 2022, you must request the information no later than four business days prior to the date of the Special Meeting, by                 , 2022.

For a more detailed description of the information incorporated by reference in the proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 326 of this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Bullish (File No. 333-260659), constitutes a prospectus of Bullish under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the Class A Ordinary Shares to be issued to FPAC Shareholders, the warrants to acquire Class A Ordinary Shares to be issued to FPAC Warrant holders, the Class A Ordinary Shares underlying such Warrants, and the Class A Ordinary Shares issuable in exchange for outstanding Class C common shares of Bullish Global held by non-affiliates of Bullish Global, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the extraordinary general meeting of FPAC Shareholders at which FPAC Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, Bullish relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. Bullish has supplemented this information where necessary with its own internal estimates and information, taking into account publicly available information about other industry participants and the management’s best view as to information that is not publicly available. This information appears in “Business of Bullish” in this proxy statement/prospectus. Bullish has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and Bullish.

i

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, in this document:

“2021 Omnibus Incentive Plan” means the 2021 omnibus incentive plan of Bullish to be adopted by Bullish’s board of directors upon the consummation of the Business Combination.

“Acquisition Merger” means following the Initial Merger, the merger of Bullish Global and Merger Sub 2, with Bullish Global as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish.

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal.

“Amended and Restated Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of Bullish to be adopted prior to consummation of the Business Combination.

“Anchor Subscriber” means the PIPE Investor, an affiliate of Softbank Corp., who has subscribed for 7,500,000 Class A Ordinary Shares of Bullish for an aggregate purchase price of $75,000,000, and has also entered into a Securities Purchase Agreement with Bullish and Far Peak LLC pursuant to which the Anchor Subscriber will purchase, for $1.00 per Warrant, from the Sponsor or the BR Investors, 3,000,000 outstanding warrants.

“bitcoin” or “BTC” means the native digital asset on the Bitcoin network.

“Bitcoin” means the protocol and blockchain network as initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto.

“Block.one” means block.one, a Cayman Islands exempted company, and where the context permits, includes its subsidiaries (other than Bullish and Bullish Global and their subsidiaries).

“Block.one Lock-up Agreement” means the Lock-Up Agreement, dated as of July 8, 2021, to be effective upon Closing, by and between Block.one and Bullish.

“BR Investors” means certain funds and accounts managed by subsidiaries of BlackRock, Inc. who invested in FPAC at the time of the Initial Public Offering.

“Bullish” means Bullish, a Cayman Islands exempted company.

“Bullish Exchange” means the cryptocurrency trading platform launched and operated by Bullish (GI) Limited, a wholly owned subsidiary of Bullish Global.

“Bullish Global” means Bullish Global, a Cayman Islands exempted company.

“Bullish Treasury” means the separate treasury unit of Bullish to manage Bullish’s financial capital.

“Bullish Warrants” means the warrants into which the FPAC Warrants will be converted pursuant to the Business Combination.

“Business Combination Agreement” means the Business Combination Agreement, dated as of July 8, 2021, as may be amended, by and among FPAC, Merger Sub 1, Merger Sub 2, Bullish and Bullish Global, and attached hereto as Annex A.

“Business Combination” or “Transactions” means the Mergers and other transactions contemplated by the Business Combination Agreement.

1

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Transactions.

“China” or “PRC” means the People’s Republic of China, excluding, for the purpose of this proxy statement/prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau.

“Class A Ordinary Shares” means the Class A ordinary shares, par value $0.00001 per share, of Bullish, each entitled to one vote.

“Class B Ordinary Shares” means the Class B ordinary shares, par value $0.00001 per share, of Bullish, each entitled to ten votes.

“Closing” means the closing of the Transactions.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act of the Cayman Islands (As Revised).

“Continental” means Continental Stock Transfer & Trust Company, the transfer agent and trustee of FPAC.

“Contribution Agreement” means the Contribution Agreement, dated as of July 8, 2021, by and among Bullish Global, Block.one and certain of their respective affiliates.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar laws, guidelines or recommendations promulgated by any applicable governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19 or any other epidemics, pandemics or disease outbreaks, including the CARES Act and Families First Act, for similarly situated companies.

“DeFi” means decentralized finance, a term used to describe blockchain-based technologies that can be used to facilitate financial operations with cryptocurrencies such as exchanging.

“digital assets” or “cryptocurrency” means cryptocurrencies, blockchain-based tokens, and other similar blockchain-based asset equivalents.

“Digital Asset Market Value” means as of the date of the Company Closing Statement (as defined in the Business Combination Agreement), the market value equivalent of Digital Assets set forth on the Company Closing Statement calculated as provided for in the Business Combination Agreement.

“DLT” means distributed ledger technology.

“EOS” means the digital asset named EOS, which is the native token of the EOS public blockchain.

“EOSIO” means the EOSIO open-source blockchain software initially developed by Block.one.

“EOSIO IP Contribution Deed” means the intellectual property contribution deed dated December 18, 2020 between Block.one and Bullish Global, where Block.one has assigned and licensed to Bullish Global certain intellectual property relating to EOSIO.

2

“Ether” or “ETH” means the native digital asset on the Ethereum network.

“Ethereum” means a decentralized global computing platform of that name that supports smart contract transactions and peer-to-peer applications.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange IP Contribution Deed” means the intellectual property contribution deed dated December 18, 2020, between Block.one and Bullish Global, where Block.one has assigned and licensed to Bullish Global certain intellectual property relating to the Bullish Exchange.

“FPAC” means Far Peak Acquisition Corporation, a Cayman Islands exempted company.

“FPAC Board” means the board of directors of FPAC.

“FPAC Shareholders” means the shareholders of FPAC.

“FPAC Warrant” means a warrant to purchase Public Shares and simultaneous private placements and each of which will convert into one Bullish Warrant pursuant to its terms upon consummation of the Business Combination.

“Founder Shares” means Class B ordinary shares of FPAC, 9,750,000 of which are currently outstanding and were issued to the Initial Shareholders prior to the Initial Public Offering of FPAC.

“Full Launch” means once the product and operations are suitably ready for scaling, the opening of Bullish Exchange to the public with a strategy of targeting institutional and advanced retail customers. The Full Launch, which will commence as soon as practicable after the Soft Launch and is contingent on various factors, is expected to occur on or around December 21, 2021.

“GFSC” means the Gibraltar Financial Services Commission.

“Hybrid Order Book” means the Bullish Exchange’s order book which integrates a traditional central limit order book and automated market-making liquidity.

“IASB” means the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards.

“Indemnification Agreement” means the Indemnification Agreement, dated as of July 8, 2021, to be effective upon Closing, by and between Block.one and Bullish.

“Initial Public Offering” means the initial public offering of Units of FPAC, consummated on December 2, 2020.

“Initial Shareholders” means the Sponsor and the independent members of the FPAC Board, each of whom is a holder of Founder Shares.

“Initial Merger” means the merger of FPAC with Merger Sub 1, with Merger Sub 1 as the surviving entity in the merger, and, after giving effect to such merger, continuing as a wholly owned subsidiary of Bullish.

“IP Contribution Deeds” means the Exchange IP Contribution Deed and the EOSIO IP Contribution Deed.

“JOBS Act” means the Jumpstart Our Business Startups Act.

“Launch” means the Soft Launch and/or the Full Launch as the context indicates.

3

“Letter Agreement Amendment” means the amendment, dated as of July 8, 2021, by and between the Sponsor, FPAC, certain insiders of FPAC and Bullish, which amends that certain Letter Agreement, dated as of December 2, 2020, by and among the Sponsor and those certain insiders of FPAC.

“Liquidity Pools” means the liquidity pools of the Bullish Exchange which act as market makers in the Hybrid Order Book and the lenders to customers using margin trading services.

“Master Services Agreement” means the Amended and Restated Master Services Agreement, dated as of July 8, 2021, by and among Bullish Global, Block.one and certain of their respective affiliates.

“Merger Proposal” means a proposal to approve the Initial Merger.

“Merger Sub 1” or “BMC1” means BMC1, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish.

“Merger Sub 2” or “BMC2” means BMC2, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish.

“Mergers” means the Initial Merger and the Acquisition Merger.

“Morrow” means Morrow Sodali LLC, the professional proxy solicitation firm engaged by FPAC.

“Non-Competition Agreement” means the agreement, dated as of July 8, 2021, to be affective upon Closing, by and between Block.one and Brendan Blumer.

“NYSE” means The New York Stock Exchange.

“Ordinary Shares” means the ordinary shares, par value $0.00001 per share, of Bullish, including Class A Ordinary Shares and Class B Ordinary Shares, unless otherwise specified.

“Organizational Documents” means the formation documents of any of the entities listed herein, including the memorandum and articles of association, as they may be amended.

“Organizational Documents Proposal” means a proposal to approve the proposed articles following the consummation of the Business Combination.

“Private Placement Warrants” means the FPAC Warrants owned by the Sponsor and the BR Investors and issued by FPAC simultaneously with the consummation of the Initial Public Offering.

“PIPE Investment” means the investment of certain investors (the “PIPE Investors”) for an aggregate of 30,000,000 Class A Ordinary Shares of Bullish at $10.00 per share for gross proceeds of $300,000,000 concurrently with the effective time of the Business Combination.

“PIPE Investors” means the investors in the PIPE Investment.

“PIPE Subscription Agreement” means each share subscription agreement, dated as of July 8, 2021, entered into by a PIPE Investor pursuant to which such PIPE Investor has committed to subscribe for and purchase Class A Ordinary Shares of Bullish.

“proxy statement/prospectus” means the proxy statement/prospectus included in the Registration Statement on Form F-4 (Registration No. 333-260659), filed with the SEC.

“Public Shareholders” means the holders of Public Shares.

4

“Public Shares” means the Class A ordinary shares of FPAC issued as part of the Units sold in the Initial Public Offering.

“Public Warrants” means the FPAC Warrants included in the Units sold in the Initial Public Offering, each of which is exercisable for one Class A ordinary share of FPAC, in accordance with its terms.

“Redemption” means the right of the holders of FPAC Class A ordinary shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Registration Rights Agreement” means the Registration Rights Agreement, to be entered into on or prior to the closing of the Acquisition Merger, by and between Bullish, the Sponsor, the BR Investors, certain securityholders of FPAC and certain security holders of Bullish Global.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Management” and “Senior Managers” refer to those persons named as officers of Bullish Global, and following the consummation of the Business Combination, of Bullish, in the section titled “Management of Bullish Following the Business Combination.”

“Side Letters” means the side letters entered into concurrently with the execution of the Business Combination Agreement by the BR Investors amending such BR Investors’ subscription agreement, dated November 12, 2020, by and between such BR Investors, FPAC and the Sponsor.

“Soft Launch” means Bullish Exchange’s initial launch stage using real assets with select institutional customers on an invite-only basis.

“Special Meeting” means the extraordinary general meeting of FPAC Shareholders, to be held virtually on                  , 2022, at https://www.cstproxy.com/farpeak/2021.

“Sponsor” or “FPAC Sponsor” means Far Peak LLC, a Cayman Islands exempted limited liability company controlled by Thomas W. Farley.

“Sponsor Release” means the Release Agreement, dated as of July 8, 2021, to be effective upon Closing, by and between the Sponsor and FPAC.

“Sponsor Voting Agreement” means the Sponsor Voting Agreement, dated as of July 8, 2021, by and between FPAC, the Sponsor, Bullish Global and Bullish.

“stablecoin” means a type of digital asset and cryptocurrency that is pegged to a ‘stable’ underlying asset such as fiat money or a commodity, including other types of cryptocurrencies. The value of the asset may fluctuate based on the volatility of the underlying asset.

“Standstill Agreement” means the Standstill Agreement, dated as of July 8, 2021, to be effective upon Closing, by and between Block.one, Brendan Blumer and Kokuei Yuan.

“Target Voting Agreement” means the Target Voting Agreement, dated as of July 8, 2021, by and between FPAC, Block.one, Bullish Global and Bullish.

“Trading Volume” means the total U.S. dollar equivalent value of matched trades transacted between a buyer and seller through the Bullish Exchange platform during the period of measurement. Trading Volume represents the product of the quantity of asset transacted and the trade price at the time the transaction was executed.

“Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the concurrent sale of the Private Placement Warrants.

5

“Units” means units issued in the Initial Public Offering, each consisting of one Class A ordinary share of FPAC and one-third of one FPAC Warrant.

“U.S.” means the United States of America.

“U.S. dollar,” “US$” and “$” mean the legal currency of the United States.

“USDC” refers to the stablecoin issued by Circle Internet Financial Limited and Coinbase Global Inc., who are members of the CENTRE Consortium that administers the CENTRE network providing development, governance and compliance functions for the network.

“USDT” or “Tether” means the stablecoin issued by Tether Limited.

“U.S. GAAP” means United States generally accepted accounting principles.

6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements.” Bullish’s forward-looking statements include, but are not limited to, statements regarding Bullish or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would,” and similar expressions (or the negative version of such words or expressions) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

• the ability to consummate the Business Combination;

• the expected benefits of the Business Combination;

• Bullish’s financial performance following the Business Combination, including financial projections and business metrics and any underlying assumptions thereunder;

• Bullish’s mission, goals and strategies;

• Bullish’s future business development, financial conditions and results of operations;

• trends in, and expected growth and market size of, cryptocurrencies;

• expected changes in Bullish’s revenues, costs or expenditures;

• Bullish’s expectations regarding demand for and market acceptance of its products and services;

• Bullish’s expectations regarding its relationships with clients and third-party business partners;

• competition in Bullish’s industry;

• relevant regulations in the jurisdictions in which Bullish operates;

• general economic and business conditions in the markets where Bullish operates;

• the impact of COVID-19 and any COVID-19 Measures on Bullish’s business and the actions Bullish may take in response thereto; and

• the outcome of any known and unknown litigation and regulatory proceedings.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the Proposals set forth in this proxy statement/prospectus and any investment decision regarding Bullish’s Class A Ordinary Shares or Bullish Warrants listed on the NYSE. The forward-looking statements contained in this proxy statement/prospectus are based primarily on current expectations and projections about future events and trends that may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including as described in the section titled “Risk Factors” and elsewhere in this proxy statement/prospectus and/or contained in any other material filed with the SEC.

In addition, statements that “we believe” and similar statements reflect beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this proxy statement/prospectus. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

7

The forward-looking statements made in this proxy statement/prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this proxy statement/prospectus to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by FPAC, Bullish, or Bullish Global in such forward-looking statements, including among other things:

• As an early stage company entering a highly competitive market with limited operating history, the operations of Bullish are nascent, unproven and subject to material legal, regulatory, operational, reputational, financial, tax, market, credit and other risks.

• Bullish has not yet fully developed, tested or launched the Bullish Exchange.

• Bullish does not have experience operating as a U.S. public company and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act.

• Bullish’s strategy and focus on delivering high-quality, regulated, easy-to-use, and secure cryptocurrency-related financial services may not maximize short-term or medium-term financial results.

• Bullish expects its operating expenses to increase in the foreseeable future and may not be able to achieve profitability or achieve positive cash flow from operations on a consistent basis, if at all.

• Any significant disruption in Bullish’s planned products and services, in its information technology systems, or in any of the blockchain networks it supports, could result in a loss of customers or own funds and/or assets and adversely impact Bullish.

• Bullish’s sales and marketing strategy is untested and unproven and may not be effective.

• Bullish currently relies on Block.one to provide essential functions and resources to support its business and operations.

• Bullish plans to rely on external vendors and third-party service providers to provide critical outsourcing functions.

• Bullish’s internal governance, risk management and compliance program, policies, systems and controls are continuing to be developed and have not been fully embedded and tested. The existing processes and controls may not be adequate or effective to mitigate risk or ensure compliance.

• Any strategic investments that Bullish makes or enters into could require significant management attention, disrupting the business and harming its financial condition.

• The underlying blockchain technology used by Bullish is unproven and untested in a real operational environment of the scale and complexity currently contemplated.

• The future development and growth of digital assets is subject to a variety of factors that are difficult to predict and evaluate. If digital assets do not grow as Bullish expects, Bullish’s business, operating results and financial condition could be adversely affected.

• Cyberattacks and security breaches of Bullish’s platform, or those impacting Bullish’s customers or third parties, could adversely impact Bullish’s brand and reputation and its business, operating results and financial condition.

• Bullish is subject to a multi-jurisdictional legal and regulatory environment, which can be complex and conflicting and its regulatory compliance framework may not be sufficient to mitigate all relevant legal and regulatory compliance risks across the relevant jurisdictions.

8

• Bullish may become a party to material litigation and other legal proceedings, including actions by regulators, government and law enforcement authorities, private actions on both individual and class basis, actions against or from employees, as well as other counter-parties.

• Bullish will obtain and process a large amount of sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such data could harm Bullish’s reputation, as well as have an adverse effect on Bullish’s business.

• Third parties may make claims or bring legal proceedings against Bullish for alleged infringement of their intellectual property rights and consequences could include having to cease offering Bullish’s products or services.

• The U.S. federal income tax and non-U.S. tax treatment of digital assets is unclear, and future developments regarding the treatment of digital assets for U.S. federal income and non-U.S. tax purposes could adversely impact Bullish’s business.

• Bullish depends on talented, experienced and committed personnel to operate and grow Bullish’s business and may incur increased operational costs to recruit, train, motivate, and/or retain them. If Bullish is unable to do so, Bullish’s business, financial condition, results of operations and prospects may be adversely affected.

• Bullish is exposed to potential fraud risk and physical security threats, both internally and externally, which could result in loss of assets for Bullish and its customers, as well as risk to the safety of Bullish’s personnel.

In addition, Bullish faces various legal and operational risks associated with doing business in Hong Kong, which could result in a material change in the operations of Bullish in Hong Kong following the Business Combination, cause the value of Bullish’s securities to significantly decline or become worthless, and significantly limit or completely hinder its ability to accept foreign investments and offer or continue to offer securities to foreign investors. These risks include, but are not limited to:

• The business, financial condition and results of operations of Bullish, and/or the value of Bullish’s securities or Bullish’s ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of the PRC become applicable to Bullish.

• The PRC government has significant oversight and discretion over the manner in which companies incorporated under the laws of PRC must conduct their business activities. Although Bullish has no business operations in mainland China, if it were to become subject to such oversight or discretion, there may be a material change in its operations and/or the value of Bullish’s securities, which would materially affect the interests of the investors.

• Implementation of the National Security Law in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed Chinese businesses may negatively impact Bullish’s existing and future operations in Hong Kong.

• Bullish may be required to obtain regulatory licenses or approvals in order to provide some or all of the Exchange services to Hong Kong customers which it currently does not have, or it may be required to obtain such licenses or approvals in the near future.

• Increases in labor costs may adversely affect Bullish’s business and results of operations.

Before a shareholder grants its proxy or instructs how its vote should be cast on the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposals or the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect FPAC, Bullish and/or Bullish Global.

9

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to certain questions that you may have regarding the Special Meeting. FPAC urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q: Why am I receiving this proxy statement/prospectus?

A: On July 8, 2021, FPAC entered into a Business Combination Agreement by and among (i) FPAC, (ii) Bullish, (iii) Merger Sub 1, (iv) Merger Sub 2 and (v) Bullish Global. Pursuant to the Business Combination Agreement FPAC needs the approval of its shareholders to approve the Business Combination. Under the terms of the Business Combination Agreement, on the Closing Date, FPAC will engage in the Initial Merger. Following the Initial Merger, Merger Sub 2 will merge with and into Bullish Global, with Bullish Global as the surviving entity in the merger, and, after giving effect to such merger continuing as a wholly owned subsidiary of Bullish.

The Business Combination must be adopted by the FPAC Shareholders in accordance with Cayman Islands law and FPAC’s Memorandum and Articles of Association. FPAC is holding a Special Meeting to obtain that approval. FPAC Shareholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Business Combination Agreement and thereby approve the Business Combination.

THE VOTE OF FPAC SHAREHOLDERS IS IMPORTANT. FPAC SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q: Why is FPAC proposing the Business Combination?

A: FPAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with one or more operating businesses.

Based on its due diligence investigations of Bullish Global and the industries in which it operates, including the financial and other information provided by Bullish Global in the course of FPAC’s due diligence investigations, the FPAC Board believes that the Business Combination with Bullish Global is in the best interests of FPAC and its shareholders. However, there can be no assurances of this.

Although the FPAC Board believes that the Business Combination with Bullish Global presents an attractive business combination opportunity and is in the best interests of FPAC and its shareholders, the FPAC Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination” for a discussion of the factors considered by the FPAC Board in making its decision.

Q: When and where will the Special Meeting take place?

A: The Special Meeting will be convened in a virtual format on                 , 2022 at 9:00 a.m., New York City time, in a virtual format. Shareholders may attend, vote and examine the list of FPAC Shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/farpeak/2021 and entering the control number found on their proxy card, voting instruction form or notice they previously received.

10

Q: What is the record date for the Special Meeting?

A: The record date for the Special Meeting is                 , 2021. Only holders of record of FPAC Shares at the close of business on                 , 2021, are entitled to notice of the Special Meeting and to vote at the convened Special Meeting and any further adjournments or postponements of the Special Meeting.

Q: What matters will be considered at the Special Meeting?

A: The FPAC Shareholders will be asked to consider and vote on the following proposals:

• a proposal to adopt the Business Combination Agreement and approve the Business Combination (the “Business Combination Proposal”);

• a proposal to approve the Plan of Merger (the “Merger Proposal”);

• a proposal to approve the proposed organizational documents (the “Organizational Documents Proposal”); and

• a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved and adopted by FPAC Shareholders or FPAC determines that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”).

Q: Is my vote important?

A: Yes. The Business Combination cannot be completed unless the Business Combination Agreement is adopted by the FPAC Shareholders holding a majority of the votes cast on the Business Combination Proposal, and the Merger Proposal and the Organizational Documents Proposals are approved by FPAC Shareholders holding two-thirds of the votes cast on such proposal. Only FPAC Shareholders as of the close of business on                 , 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The FPAC Board unanimously recommends that such FPAC Shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Organizational Documents Proposals and “FOR” the approval of the Adjournment Proposal.

Q: Do any of FPAC’s directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of FPAC Shareholders?

A: Yes. FPAC’s executive officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of FPAC Shareholders generally. These interests include, among other things, the interests listed below. The FPAC Board, including FPAC’s independent directors, with their outside counsel, reviewed and considered these interests during the negotiation of the Business Combination Agreement and in evaluating and approving, as members of the FPAC Board, the Business Combination Agreement and the Transactions, including the Business Combination. In particular, the FPAC Board considered that Thomas W. Farley, FPAC’s Chief Executive Officer, President and Chairman will become Chief Executive Officer of Bullish and would be entering into an employment agreement with Bullish effective upon the Closing of the Business Combination, and that Mr. Farley negotiated certain key aspects of his compensation to be set forth in that employment agreement prior to the signing of the Business Combination Agreement. Mr. Farley’s employment agreement is not a condition to the Closing of the Business Combination. Additionally, at the direction of the FPAC Board, Mr. Farley refrained from negotiating any such personal compensation matters until agreement on the valuation terms of the Business Combination Agreement had been reached among the parties, and then only under the supervision of the FPAC Board’s and the independent directors’ outside counsel.

• As noted above, at or immediately following the Closing, Mr. Farley, FPAC’s President, Chief Executive Officer and Chairman, will become the Chief Executive Officer of Bullish and has entered into an employment agreement dated December 13, 2021, effective at the Closing, with Bullish that

11

will provide for cash and incentive compensation. See “Director and Officer Compensation – Bullish Executive Officer and Director Compensation Following the Business Combination – Thomas W. Farley Employment Agreement” for a description of Mr. Farley’s employment agreement.

• If FPAC is unable to complete its initial business combination by March 7, 2023, FPAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FPAC’s remaining shareholders and the FPAC Board, liquidate and dissolve, subject in each case to FPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights nor liquidating distributions, with respect to the Founder Shares if FPAC fails to complete its initial business combination by March 7, 2023. FPAC’s Sponsor purchased the Founder Shares prior to the Initial Public Offering for an aggregate purchase price of $25,000, and transferred 70,000 Founder Shares to each of FPAC’s three independent directors. In addition, as described below, upon completion of the Business Combination, certain of such Founder Shares will be transferred for nominal value, and may be forfeited or subjected to extended lock-up restrictions.

In addition, simultaneously with the closing of the Initial Public Offering, FPAC consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.50 per warrant, 3,500,000 to the Sponsor and 3,500,000 to the BR Investors. FPAC’s Sponsor’s aggregate investment in Private Placement Warrants was $5,250,000. The Private Placement Warrants will be exercisable commencing 30 days following the Closing for one share of Class A Ordinary Shares of Bullish at $11.50 per share. If FPAC does not consummate a business combination transaction by March 7, 2023, then the FPAC Warrants held by FPAC’s Sponsor will be worthless. However, as described below, certain of such FPAC Warrants will be transferred for $1.00 per warrant or in certain instances, cancelled for no value. The Founder Shares and Private Placement Warrants held by FPAC’s Sponsor are subject to certain contractual obligations made by the Sponsor that will be completed upon the consummation of the Business Combination. These are described in greater detail below under “The Business Combination Proposal – Ancillary Agreements Related to the Business Combination.” Pursuant to the BR Subscription Agreements, FPAC’s Sponsor agreed to transfer 1,950,000 Founder Shares (which will convert into 1,950,000 Class A Ordinary Shares of Bullish) to the BR Investors at the price the Sponsor originally paid for such shares (which as noted above, was nominal). Pursuant to the Securities Purchase Agreement, FPAC’s Sponsor agreed to sell, or cause the BR Investors to sell, 3,000,000 Private Placement Warrants to the Anchor Subscriber for $1.00 per warrant (2,400,000 will be transferred by the Sponsor and 600,000 by the BR Investors).

In addition, in accordance with the Letter Agreement Amendment, the FPAC Sponsor agreed that (a)(i) at the Closing of the Business Combination, it would forfeit for cancellation 1,950,000 Class A Ordinary Shares of Bullish (including 390,000 to which the BR Investors would otherwise be entitled) at the Closing of the Business Combination if more than 15,000,000 Class A ordinary shares of FPAC are validly tendered for redemption and not withdrawn, or (ii) if no such forfeiture occurs, be subject to additional lock-up restrictions with respect to such 1,950,000 Class A Ordinary Shares of Bullish (including 390,000 that will be transferred to the BR Investors as described below in “Business Combination Proposal – BlackRock Side Letter”), and (b) at the closing of the Business Combination, it would forfeit, or cause the BR Investors to forfeit, for cancellation 500,000 Private Placement Warrants (400,000 will be forfeited by the Sponsor and 100,000 by the BR Investors). Additionally, subject to the terms of the prior sentence, FPAC’s Sponsor will be subject to a lock-up of the Ordinary Shares to be received in exchange for the Founder Shares until one year following the Business Combination or if Bullish completes a liquidation, merger, share exchange or other similar transaction that results in all of Bullish’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided that if the Ordinary Shares have traded at a price equal to or greater than $12.00 per share within any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination, the Ordinary Shares to be received in exchange for the Founder Shares shall be released from the Sponsor Lock-up.

12

Giving effect to the foregoing transfers and forfeitures, upon completion of the Business Combination, assuming no redemptions and a Digital Asset Market Value (as defined in the Business Combination Agreement) of $6.939 billion, based on the average value over a 20-day period as of November 1, 2021, it is expected that expect FPAC’s Sponsor will hold approximately 0.65% of the outstanding Class A Ordinary Shares of Bullish, which based on an assumed $10.00 per share value would have an aggregate value of approximately $75,900,000. In addition, following the Closing, and giving effect to the transfers and forfeitures described above, FPAC’s Sponsor will hold 700,000 Bullish Warrants (for which the Sponsor would have paid an aggregate of $2,850,000). Based on the $3.40 per warrant value of FPAC’s Public Warrants as of November 1, 2021, such 700,000 Bullish Warrants would have a value of $2,380,000.

As a result of the difference in the purchase price of approximately $0.003 per share that FPAC’s Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per unit sold in FPAC’s Initial Public Offering, FPAC’s Sponsor may earn a positive rate of return on its investment even if the share price of Bullish’s Class A Ordinary Shares falls significantly below the per share value implied in the Business Combination of $10.00 per share and the public stockholders of FPAC experience a negative rate of return.

• FPAC’s Sponsor, officers and directors will lose their entire investment in FPAC if FPAC does not complete a business combination by March 7, 2023. The independent directors each received 70,000 Founder Shares concurrently with FPAC’s Initial Public Offering. The 70,000 Founder Shares currently held by each director, if unrestricted and freely tradeable would be valued at $700,000, based on an assumed $10.00 per share value. Founder Shares do not have the redemption rights of Public Shares if FPAC is unable to complete its initial business combination by March 7, 2023, nor will they receive any liquidating distributions if FPAC liquidates.

• FPAC’s Initial Shareholders and its officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if FPAC fails to complete a business combination by March 7, 2023.

• In order to protect the amounts held in the Trust Account, FPAC’s Sponsor has agreed that it will be liable to FPAC if and to the extent any claims by a vendor for services rendered or products sold to FPAC, or a prospective target business with which it has entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under FPAC’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

• Following the Closing, FPAC’s Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to FPAC and remain outstanding. As of the date of this proxy statement/prospectus, FPAC’s Sponsor has not made any advances to FPAC for working capital expenses. If FPAC does not complete an initial business combination within the required period, FPAC may use a portion of its working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

• Following the consummation of the Business Combination, FPAC’s officers and directors will be indemnified as discussed under “The Business Combination Proposal — Indemnification”.

• Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, FPAC’s officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by FPAC from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of

13

this proxy statement/prospectus, neither the Sponsor nor any director or officer of FPAC has extended any loan to FPAC, incurred any out-of-pocket expense reimbursable by FPAC, or has any entitlement to any fee upon completion of the Business Combination.

Each of FPAC’s officers and directors presently has fiduciary or contractual obligations to other entities pursuant to which such officer or director is required to present a business combination opportunity to such entity. FPAC’s Amended and Restated Articles of Incorporation provides that FPAC renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of FPAC and such opportunity is one FPAC is legally and contractually permitted to undertake and would otherwise be reasonable for FPAC to pursue, and to the extent the director or officer is permitted to refer that opportunity to FPAC without violating another legal obligation. FPAC does believe, however, that neither the fiduciary duties or contractual obligations of its officers or directors, nor the waiver of the corporate opportunities doctrine in its Restated Articles of Incorporation, materially impacted its search for an acquisition target nor will materially impact its ability to complete the proposed Business Combination. In fact, as described below under “The Business Combination Proposal — Background of the Business Combination,” FPAC was able to identify approximately 50 potential business combination candidates, and engage in discussions with 34 potential targets other than Bullish Global in a relatively short period following its Initial Public Offering.

The existence of financial and personal interests of FPAC’s directors and officers may result in a conflict of interest on the part of one or more of them between what they may believe is best for FPAC and what they may believe is best for them in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of FPAC’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.

Q: If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A: No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your Public Shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

Q: What FPAC Shareholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

A: The Business Combination Proposal. Approval of the Business Combination Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of at least a simple majority of the votes cast by the holders of the issued ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote on such matter. Failure to vote, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the outcome of the proposal.

FPAC’s Sponsor, which owns 9,540,000 of FPAC’s outstanding shares, has agreed to vote its shares in favor of the Business Combination and take certain other actions in support of the Transactions. In addition, members of the FPAC Board, owning in the aggregate 210,000 of FPAC’s outstanding shares, have agreed with FPAC to vote in favor of the Business Combination. Accordingly, if all of its outstanding shares were to be voted, FPAC would need the affirmative vote of 25,125,001, or approximately 41.9%, of the 60,000,000 outstanding Public Shares, at the Special Meeting to approve the Business Combination. In the event that only the minimum number of shares necessary for a quorum are voted, a minimum of 17,437,501 shares (and only 7,687,501 Public Shares, or 12.8% of the Public Shares) will be required to approve the Business Combination Proposal.

14

The Merger Proposal. Approval of the Merger Proposal must be approved by a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote on such matter. Accordingly, if all of its outstanding shares were to be voted, FPAC would need the affirmative vote of 36,750,000 or approximately 61.25%, of the 60,000,000 outstanding Public Shares, at the Special Meeting to approve the Merger Proposal. Failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. In the event that only the minimum number of shares necessary for a quorum are voted, a minimum of 23,250,001 shares (and only 13,500,001 Public Shares, or 22.5% of the Public Shares) will be required to approve the Merger Proposal.

The Organizational Documents Proposals. Approval of the six separate Organizational Documents Proposals must be approved by special resolutions under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote on such matter. Accordingly, if all of its outstanding shares were to be voted, FPAC would need the affirmative vote of 36,750,000 or approximately 61.25%, of the 60,000,000 outstanding Public Shares, at the Special Meeting to approve the Organizational Documents Proposal. Failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. In the event that only the minimum number of shares necessary for a quorum are voted, a minimum of 23,250,001 shares (and only 13,500,001 Public Shares, or 22.5% of the Public Shares) will be required to approve the Organizational Documents Proposals.

The Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of at least a simple majority of the votes cast by FPAC Shareholders present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Failure to vote, abstentions and broker non-votes have no effect on the outcome of the proposal. In the event that only the minimum number of shares necessary for a quorum are voted, a minimum of 17,437,501 shares (and only 7,687,501 Public Shares, or 12.8% of the Public Shares) will be required to approve the Adjournment Proposal.

Q: What will Bullish Global’s equity holders receive in connection with the Business Combination?

A: Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, in connection with the Acquisition Merger, (i) (a) each outstanding Bullish Global Class B preference share will automatically convert into one Bullish Global Class C common share and (b) thereafter each issued and outstanding Bullish Global Class C common share will convert automatically into such number of Class A Ordinary Shares of Bullish that is equal to the Exchange Ratio (see the section entitled “The Business Combination Proposal — Consideration” beginning on page 150), (ii) each issued and outstanding Bullish Global Class A common share will convert automatically into such number of Class B Ordinary Shares of Bullish that is equal to the Exchange Ratio, (iii) each Bullish Global restricted stock unit award will cease to represent the right to acquire Bullish Global Class C common shares and will be cancelled in exchange for a right to acquire a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global restricted stock unit award as of immediately prior to the effective time of the Acquisition Merger and (b) the Exchange Ratio, and (iv) each Bullish Global option award will cease to represent the right to purchase Bullish Global Class C common shares and will be cancelled in exchange for an option to purchase a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global option award as of immediately prior to the effective time of the Acquisition Merger, and (b) the Exchange Ratio, at an exercise price per share equal to (x) the exercise price per share of such Bullish Global option award, divided by (y) the Exchange Ratio. The Class A Ordinary Shares of Bullish will have voting rights of one vote per share and the Class B Ordinary Shares of Bullish will have voting rights of ten votes per share. The following assumes a no redemption scenario and a $10.00 per share value of Bullish Ordinary Shares to be issued in connection with the Business Combination. Bullish Global equity holders will receive Bullish Ordinary Shares with an assumed value of $10,729,893,042 in the aggregate, consisting of (i) Bullish Class A Ordinary Shares with an assumed value of $2,631,262,053 in the aggregate (to Bullish Global Class B Preference shareholders), and (ii) Bullish Class B Ordinary Shares with an assumed value of $8,098,630,989 in the aggregate (to Block.one). FPAC’s

15

Public Shareholders will receive Bullish Class A Ordinary Shares with an assumed value of $600,000,000 in the aggregate, assuming no redemptions. The Sponsor will transfer for nominal value 1,950,000 Founder Shares (with an assumed value of $19,500,000) to the BR Investors at the Closing. Giving effect to such transfer, the Sponsor and FPAC directors and officers will receive Bullish Class A Ordinary Shares with an assumed value of $78,000,000 in aggregate for their Founder Shares. Additionally, 1,950,000 FPAC Founder Share held by the Sponsor (including 390,000 otherwise transferable to the BR Investors) are subject to forfeiture in certain redemption scenarios, and assuming a value of $10.00 per share, these shares have a value of $19,500,000 in aggregate. The Sponsor will also hold 700,000 Bullish Warrants that will become exercisable after the closing of the Business Combination, which, based on the $3.40 per warrant value of FPAC’s Public Warrants as of November 1, 2021, would have a value of $2,380,000 in the aggregate.

Q: What equity stake will current FPAC Shareholders and Bullish equity holders hold in Bullish immediately after the consummation of the Business Combination?

A: It is anticipated that, upon completion of the Business Combination, assuming no redemptions and a Digital Asset Market Value (as defined in the Business Combination Agreement) of US$6.939 billion, based on the average value over a 20-day period as of November 1, 2021: (1) Public Shareholders will own 60,000,000 Class A Ordinary Shares or approximately 5.12% of Bullish’s outstanding Ordinary Shares; (2) the PIPE Investors will own 30,000,000 Class A Ordinary Shares or approximately 2.56% of Bullish’s outstanding Ordinary Shares; (3) FPAC’s Sponsor and certain other investors¹ will own 9,750,000 Class A Ordinary Shares or approximately 0.83% of Bullish’s outstanding Ordinary Shares; and (4) the current shareholders of Bullish Global will own 263,126,205 Class A Ordinary Shares and 809,863,099 Class B Ordinary Shares or approximately 91.49% of Bullish’s outstanding Ordinary Shares, including all Class B Ordinary Shares. Class B Ordinary Shares shall automatically convert into Class A Ordinary Shares on a one-for-one basis (a) at any time and from time to time at the option of the holders thereof; and (b) immediately prior to the consummation of a transfer of such Class B Ordinary Shares to any third party (other than to specified transferees). Based on an estimate of the high and low prices of the digital assets that may be held by Bullish Global at closing over the 52-week period ended November 1, 2021, the percentage of Bullish equity to be received by the shareholders of Bullish Global, assuming no redemptions, may range from 92.00% to 83.46%.

Public Shareholders will hold 20,000,000 formally Public Warrants after the Business Combination and there will be 6,500,000 formally Private Warrants held between FPAC’s Sponsor, the BR Investors, and the Anchor Subscriber. Upon completion of the Business Combination, Bullish will be a “controlled company’’ pursuant to the NYSE listing rules.

	Assuming No Redemption								Assuming Maximum Redemption
Shareholders	Ownership in Shares		Equity%			Voting%			Ownership in Shares		Equity%			Voting%
Bullish Global shareholders		1,072,989,304		91.49	%		98.82	%		1,072,989,304		96.56	%		99.54	%
FPAC Class A Shareholders		60,000,000		5.12	%		0.71	%		479,829		0.04	%		0.01	%
FPAC Class B Shareholders		9,750,000		0.83	%		0.12	%		7,800,000		0.70	%		0.09	%
PIPE Investors		30,000,000		2.56	%		0.35	%		30,000,000		2.70	%		0.36	%
		1,172,739,304		100.0	%		100.0	%		1,111,269,133		100.0	%		100.0	%

Does not include 20,000,000 Public Warrants and 6,500,000 Private Placement Warrants that will become exercisable 30 days after the Closing.

¹  The directors of FPAC will hold 210,000 Class A Ordinary Shares and the FPAC Sponsor will have sold to the BR Investors 1,950,000 Class A Ordinary Shares in the No Redemption scenario and 1,560,000 Class A Ordinary Shares in the Maximum Redemption scenario. BR Investors also have ownership reported in groups 1 and 2 of this answer. See (“Beneficial Ownership of Securities — Security Ownership of Certain Beneficial Owners and Management of Bullish”).

16

Q: How will FPAC Shareholders ownership percentages be impacted assuming no redemptions, maximum redemptions and interim redemption levels as well as the Sponsor’s total potential ownership interest in Bullish, assuming exercise and conversion of all securities? Additionally what is the effect of the underwriting fee on a percentage basis for the FPAC shares at each redemption level?

The table below shows how FPAC Shareholders will be diluted based on different redemption levels and the outstanding convertible equity of Bullish Global and the Warrants.

Ownership

	Redemptions
	0%			25%			50%			75%			Maximum Redemptions
Number of Shares Redeemed		—			14,880,043			29,760,086			44,640,128			59,520,171
Shares Held
Bullish Global shareholders		1,072,989,304			1,072,989,304			1,072,989,304			1,072,989,304			1,072,989,304
FPAC Class A Shareholders		60,000,000			45,119,957			30,239,915			15,359,872			479,829
FPAC Class B Shareholders		9,750,000			9,750,000			7,800,000			7,800,000			7,800,000
PIPE Investors		30,000,000			30,000,000			30,000,000			30,000,000			30,000,000
Total Shares		1,172,739,304			1,157,859,261			1,141,029,219			1,126,149,176			1,111,269,133
Bullish Global shareholders		91.49	%		92.67	%		94.04	%		95.28	%		96.56	%
FPAC Class A Shareholders		5.12	%		3.90	%		2.65	%		1.36	%		0.04	%
FPAC Class B Shareholders		0.83	%		0.84	%		0.68	%		0.69	%		0.70	%
PIPE Investors		2.56	%		2.59	%		2.63	%		2.66	%		2.70	%
Total		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Warrants potentially held by redeeming shareholders(1)		—			4,960,014			9,920,029			14,880,043			19,840,057
(A) Value of Warrants potentially held by redeeming shareholders (Nov 1)(1)		—		$	16,864,048		$	33,728,097		$	50,592,145		$	67,456,194
FPAC Class B Shareholders		9,750,000			9,750,000			7,800,000			7,800,000			7,800,000
(B) Value of FPAC Class B Shares @ $10	$	97,500,000		$	97,500,000		$	78,000,000		$	78,000,000		$	78,000,000

1. FPAC will have 20,000,000 Public Warrants outstanding, irrespective of the number of shareholders who tender shares for redemption. The Units issued in the in the IPO may have been separated and there is no guarantee that a redeeming shareholder will still hold Public Warrants. Additionally, holders of outstanding Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

17

	Redemptions
	0%		25%		50%		75%		Maximum Redemptions
Private Placement Warrants		6,500,000		6,500,000		6,500,000		6,500,000		6,500,000
(C) Value of Private Placement Warrants	$	22,100,000	$	22,100,000	$	22,100,000	$	22,100,000	$	22,100,000
(A + B + C) Total Value of Dilutive Securities	$	119,600,000	$	136,464,048	$	133,828,097	$	150,692,145	$	167,556,194
Apeiron Advisory Ltd (Issued Options)		16,197,262		16,197,262		16,197,262		16,197,262		16,197,262
ESOPs - Thomas W. Farley		17,591,090		17,367,889		17,115,438		16,892,238		16,669,037
ESOPs - Issued Options		10,947,539		10,947,539		10,947,539		10,947,539		10,947,539
ESOPs - Issued RSUs		1,613,287		1,613,287		1,613,287		1,613,287		1,613,287
Unallocated Options Pool		43,635,611		43,858,812		44,111,263		44,334,463		44,557,664
Total Bullish Options		89,984,789		89,984,789		89,984,789		89,984,789		89,984,789
(D) Value of Bullish Options	$	899,847,888	$	899,847,888	$	899,847,888	$	899,847,888	$	899,847,888
(A + B + C + D) Total Value of Dilutive Securities	$	1,019,447,888	$	1,036,311,936	$	1,033,675,985	$	1,050,540,033	$	1,067,404,082

Note: Max redemptions scenario excludes 479,829 FPAC Class A shares and 9,750,000 FPAC Class B shares. However, 1,950,000 FPAC Class B shares are subject to forfeiture over certain redemption amounts. Bullish Global shares and PIPE shares are the same in all scenarios.

The following table shows the underwriting fee at the various redemption levels presented above.

Underwriting Fees

	Redemptions
	0%			25%			50%			75%			Maximum Redemptions
Deferred Underwriting Fee as % of IPO Proceeds		2.57	%		3.42	%		5.11	%		10.05	%		321.73	%
Deferred Underwriting Fee as % of IPO & PIPE Proceeds		1.72	%		2.06	%		2.56	%		3.40	%		5.06	%
Deferred Underwriting Fees Per Share Outstanding at Close	$	0.013		$	0.013		$	0.014		$	0.014		$	0.014

Q: What is the PIPE Investment?

A: Concurrently with the execution and delivery of the Business Combination Agreement, certain institutional investors, referred to as the PIPE Investors, entered into subscription agreements, pursuant to which Bullish has agreed to issue an aggregate of 30,000,000 Bullish’s Class A Ordinary Shares, at a purchase price of $10.00 per share concurrently with the Closing. One PIPE Investor, referred to as the Anchor Subscriber, who has subscribed for 7,500,000 Class A Ordinary Shares of Bullish for an aggregate purchase price of $75,000,000, has also entered into a Securities Purchase Agreement with Bullish and Far Peak LLC pursuant to which the Anchor Subscriber will purchase, for $1.00 per Warrant, from the Sponsor or the BR Investors, 3,000,000 outstanding Private Placement Warrants.

18

Q: What happens to the funds deposited in the trust account after consummation of the Business Combination?

A: A total of $600,000,000, including approximately $15.4 million of underwriters’ deferred discount, from the net proceeds of the Initial Public Offering and the concurrent sale of the Private Placement Warrants was placed in the Trust Account maintained by Continental Stock Transfer & Trust Company (“Continental”), FPAC’s transfer agent, acting as trustee. As of September 30, 2021, there were investments and cash held in the Trust Account of $600,209,262. These funds will not be released until the earlier of Closing or the redemption of FPAC’s Public Shares if FPAC is unable to complete an initial business combination by March 7, 2023, although FPAC may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes.

Q: Do I have redemption rights?

A: If you are a Public Shareholder, you have the right to request that FPAC redeem all or a portion of your Public Shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights.” Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the Public Shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

FPAC’s Initial Shareholders and its other directors at the time of the Initial Public Offering entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares in connection with the completion of a business combination.

Q: What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: FPAC Shareholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is reduced as a result of redemptions by Public Shareholders. However, the consummation of the Business Combination is conditioned upon, among other things, FPAC having at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that FPAC will be required to pay to redeeming shareholders upon consummation of the Business Combination. In addition, with fewer Public Shares and Public Shareholders, the trading market for Class A Ordinary Shares of Bullish may be less liquid than the market for FPAC’s Class A ordinary shares was prior to consummation of the Business Combination and Bullish may not be able to meet the listing standards of the NYSE. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Bullish’s business will be reduced. As a result, the proceeds will be greater in the event that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata portion of the Trust Account as opposed to the scenario in which Public Shareholders exercise the maximum allowed redemption rights.

19

Q: How do I exercise my redemption rights?

A: If you are a public shareholder and wish to exercise your right to redeem your Public Shares, you must:

(i) (a) hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to 5:00 p.m., New York City time, on                  , 2022, the second business day prior to the Special Meeting, (a) submit a written request to Continental that FPAC redeem your Public Shares for cash and (b) deliver your Public Shares to Continental, physically or electronically through The Depository Trust Company (“DTC”).

The address of Continental is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental directly and instruct them to do so.

Any Public Shareholder will be entitled to request that their Public Shares (which would become shares of Class A Ordinary Shares of Bullish in the Initial Merger) be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to FPAC to pay its taxes, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of FPAC’s creditors, if any, which could have priority over the claims of FPAC Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of Public Shares, you may exercise your redemption rights by submitting your request in writing to Continental at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is 5:00 p.m., New York City time, on                  , 2022, the second business day prior to the Special Meeting, and thereafter, with FPAC’s consent, until the Closing. If you deliver your shares for redemption to Continental and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that FPAC instruct Continental to return the shares to you (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by FPAC’s secretary prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental by 5:00 p.m., New York City time, on                 , 2022.

20

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any FPAC Warrants that you may hold.

Q: If I am a holder of Units, can I exercise redemption rights with respect to my units?

A: No. Holders of outstanding Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the Units into the underlying Public Shares and Public Warrants, or if you hold Units registered in your own name, you must contact Continental, FPAC’s transfer agent, directly and instruct them to do so. If you fail to cause your Units to be separated and delivered to Continental, FPAC’s transfer agent, by 5:00 p.m., New York City time, on                 , 2022, the second business day before the special meeting, you will not be able to exercise your redemption rights with respect to your Public Shares.

Q: Will the number of warrants outstanding be adjusted based on the level of redemptions?

A: No, if you are a holder of Public Shares and you exercise your right to Redemption, such exercise will not result in the loss of any warrants that you may hold. As of November 1, 2021, FPAC’s warrants had a market value of $3.40 per warrant. FPAC has 20,000,000 Public Warrants outstanding, and irrespective of the number of shareholders who tender shares for redemption, Bullish Warrants with an assumed value of approximately US$68.0 million of warrants will be issued to the holders of the Public Warrants. The fact that the warrants will remain outstanding even if a shareholder decides to redeem could incentive shareholders to redeem their ordinary shares which would lower the cash available in the Trust Account.

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.

Q: How are fractional warrants treated upon separation and conversion of the FPAC Units?

A: No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Upon the Closing, each outstanding FPAC Warrant shall automatically represent the right to purchase one Class A Ordinary Share of Bullish in lieu of one Ordinary Share of FPAC at a price of $11.50 per share, such right is exercisable beginning 30 days after the Closing of the Business Combination and continuing until expiration. A warrant holder may exercise its warrants only for a whole number of Class A Ordinary Shares. This means only a whole warrant may be exercised at a given time by a warrant holder. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, Bullish will, upon exercise, round down to the nearest whole number the number of Class A Ordinary Shares of Bullish to be issued to the warrant holder.

Q: How does the FPAC Board recommend that I vote?

A: The FPAC Board recommends that the FPAC Shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Organizational Documents Proposals and “FOR” the approval of the Adjournment Proposal. For more information regarding how the FPAC Board recommends that the FPAC Shareholders vote, see the section entitled “The Business Combination Proposal — FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination” beginning on page 186.

Q: What are the FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination?

A: The FPAC Board, with the assistance of its advisors, considered several factors, including the following, in its determination to approve the Business Combination with Bullish Global.

21

In considering the commercial rationale, the FPAC Board considered that the market and demand for cryptocurrency has significantly grown and Bullish Global has invested in creating innovative products and services which the Board believes makes Bullish well positioned to participate in this market. The FPAC Board considered Bullish Global’s range of planned products and services as well as its differentiated approach to providing liquidity on its exchange in periods of high volatility through the Liquidity Pools. In addition, Bullish Global has extensive capital resources which the Board anticipates will provide it with a meaningful competitive advantage in attracting customers and trading volumes once operations commence. Additionally, Bullish Global’s commitment to operate in a regulated and compliant manner was an important factor to the FPAC Board in considering its commercial rationale for the Business Combination.

The FPAC Board considered that Bullish Global’s balance sheet indicates that it is in good financial health and has no debt or material contingent liabilities, as of July 2, 2021. The Board also believed that Bullish Global has a strong existing management team that has extensive experience in blockchain, cryptocurrency, and financial service technology, which will be strengthened through the addition of Thomas W. Farley who will join the Bullish executive team as its Chief Executive Officer. The Business Combination has strong support from Bullish Global shareholders and has received significant private capital commitments, including participation from existing investors in Bullish Global.

The FPAC Board also considered the risks associated with the Business Combination, risks associated with Bullish Global’s business operations and technology, risks associated with the cryptocurrency industry as a whole, and the risks associated with the post-closing corporate governance.

The FPAC Board believes that the Business Combination Agreement is fair, advisable and in the best interests of FPAC and the FPAC Shareholders and is a product of arm’s-length negotiations among the parties. In addition, the FPAC Board obtained a fairness opinion from Duff & Phelps which stated the consideration being paid in the Business Combination was fair to FPAC from a financial point of view. The factors considered by the FPAC Board are discussed in greater detail in the section entitled “The Business Combination Proposal — FPAC’s Board of Directors’ Reasons for Approval of the Business Combination.”

Q: What material negative factors did the FPAC Board consider in connection with the Business Combination?

A: Although the FPAC Board believes that the Business Combination with Bullish will provide FPAC Shareholders with an opportunity to participate in a combined company with significant growth potential, the FPAC Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that Bullish Global has no operating history in the highly competitive cryptocurrency industry and faces significant risk related to its business, strategy and operations, the risk that Bullish Global’s business will depend on the continued acceptance of cryptocurrency as an alternative to fiat currencies and the prices and volume of transactions in cryptocurrencies, the risk that the amount of equity to be issued to Bullish Global’s existing shareholders as well as the dual-class structure of Bullish’s Ordinary Shares will have the effect of concentrating voting power with the holders of Bullish’s Class B Ordinary Shares, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control, the risk that FPAC Shareholders would not approve the Business Combination and the risk that significant numbers of FPAC Shareholders would exercise their redemption rights, among other risks, set forth elsewhere in this proxy statement/prospectus.

Q: May the Sponsor and the other Initial Shareholders purchase Public Shares or warrants prior to the Special Meeting?

A: At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding FPAC or its securities and subject to any applicable securities laws and regulations, the Initial Shareholders, Bullish and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to

22

acquire Public Shares or vote their Public Shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FPAC has at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that FPAC will be required to pay to redeeming shareholders upon consummation of the Business Combination. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of FPAC’s Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Initial Shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Public Shares. 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 it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of Public Shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Q: Who is entitled to vote at the Special Meeting?

A: The FPAC Board has established                 , 2021, as the record date for the Special Meeting. All holders of record of FPAC Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?” beginning on page 25 for instructions on how to vote your FPAC Shares without attending the Special Meeting.

Q: How many votes do I have?

A: Each FPAC Shareholder of record is entitled to one vote for each FPAC Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were                  outstanding FPAC Shares.

Q: What constitutes a quorum for the Special Meeting?

A: A quorum is the minimum number of shareholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of outstanding FPAC Shares representing a majority of the issued shares entitled to vote at the Special Meeting are present virtually or represented by proxy at the Special Meeting.

Q: What will happen to FPAC as a result of the Business Combination?

A: FPAC will merge with and into Merger Sub 1, with Merger Sub 1 surviving as a wholly owned subsidiary of Bullish.

23

Q: What is Bullish?

A: Bullish is a Cayman Islands exempted company formed for the purpose of effecting the Business Combination. Following the Business Combination, Bullish will be the holding company for its subsidiaries operating the Bullish Exchange.

Q: Who will be the management team of Bullish following the Business Combination?

A: Upon consummation of the Business Combination, Brendan Blumer will be appointed as Chairman of the Board and Thomas W. Farley will be appointed as Chief Executive Officer. Bullish has determined that this structure, with separate Chairman and Chief Executive Officer roles, is in the best interests of Bullish at this time. For further information on these and other directors and officers of Bullish, see the section entitled “Management of Bullish following the Business Combination” beginning on page 248.

Q: What will happen to my FPAC Shares as a result of the Business Combination?

A: If the Business Combination is completed, each FPAC share will be cancelled and exchanged for one Class A Ordinary Share of Bullish. See the section entitled “The Business Combination Proposal — Consideration” beginning on page 150.

Q: Where will the Ordinary Shares of Bullish that FPAC Shareholders receive in the Business Combination be publicly traded?

A: Assuming the Business Combination is completed, the Class A Ordinary Shares of Bullish issued in connection with the Business Combination will be listed and traded on the NYSE under the ticker symbol “BULL” and the Bullish Warrants will be listed and traded on the NYSE under the ticker symbol “BULLW.”

Q: What happens if the Business Combination is not completed?

A: If the Business Combination Agreement is not adopted by FPAC Shareholders or if the Business Combination is not completed for any other reason by March 8, 2022, then FPAC will seek to consummate an alternative initial business combination prior to March 7, 2023. If FPAC does not consummate an initial business combination by March 7, 2023, it will cease all operations except for the purpose of winding up and redeem its Public Shares and liquidate the Trust Account, in which case its Public Shareholders may only receive approximately $10.00 per share and FPAC’s Warrants will expire worthless.

Q: How can I vote my shares at the Special Meeting?

A: FPAC Shares held directly in your name as the shareholder of record of such FPAC Shares as of the close of business on                 , 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit https://www.cstproxy.com/farpeak/2021, and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. If you are a beneficial owner of FPAC Shares but not the shareholder of record of such FPAC Shares, you will also need to obtain a legal proxy for the meeting provided by your bank, broker, or nominee. Please note that if your shares are held in “street name” by a broker, bank or other nominee and you wish to vote at the Special Meeting, you will not be permitted to vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

24

Q: How can I vote my shares without attending the Special Meeting?

A: If you are a shareholder of record of FPAC Shares as of the close of business on                 , 2021, the record date, you can vote by proxy via the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

Q: What is a proxy?

A: A proxy is a legal designation of another person to vote the stock you own. If you are a shareholder of record of FPAC Shares as of the close of business on the record date, and you vote by phone, by internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of FPAC’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution.

Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A: If your FPAC Shares are registered directly in your name with Continental you are considered the shareholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those shares.

Direct holders (shareholders of record). For FPAC Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your FPAC Shares are voted.

Shares in “street name.” For FPAC Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q: If a FPAC Shareholder gives a proxy, how will the FPAC Shares covered by the proxy be voted?

A: If you provide a proxy, regardless of whether you provide that proxy by phone, via the internet or by completing and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your FPAC Shares in the way that you indicate when providing your proxy in respect of the FPAC Shares you hold. When completing the internet or telephone processes or the proxy card, you may specify whether your FPAC Shares should be voted for or against, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q: How will my FPAC Shares be voted if I return a blank proxy?

A: If you sign, date and return your proxy and do not indicate how you want your FPAC Shares to be voted, then your FPAC Shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Organizational Documents Proposals and “FOR” the approval of the Adjournment Proposal, if it is submitted to a vote.

25

Q: Can I change my vote after I have submitted my proxy?

A: Yes. If you are a shareholder of record of FPAC Shares as of the close of business on the record date, whether you vote by telephone, internet or mail, you can change or revoke your proxy on or before                , 2022, in one of the following ways:

• submit a new proxy card bearing a later date;

• vote again by telephone or the internet at a later time;

• give written notice of your revocation to FPAC’s Corporate Secretary, which notice must be received by FPAC’s Corporate Secretary prior to the vote at the Special Meeting; or

• vote electronically at the Special Meeting by visiting https://www.cstproxy.com/farpeak/2021 and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q: Where can I find the voting results of the Special Meeting?

A: The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, FPAC will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

Q: Are FPAC Shareholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

A: No. As a matter of Cayman Island law, dissenters to a merger often have appraisal rights, including the right to be paid the fair market value of their shares, which if necessary, may ultimately be determined by the court. However, with regard to the Business Combination Agreement, section 239 of the Companies Act provides that dissent rights are not available in circumstances where an open market exists for the shares on a recognized exchange, which is the case, or the consideration under the merger consists of shares listed on a recognized exchange, which will ultimately be the case following consummation of the Business Combination.

FPAC Shareholders may vote against the Business Combination Proposal if they are not in favor of the adoption of the Business Combination Agreement.

Q: Are there any risks that I should consider as a FPAC Shareholder in deciding how to vote or whether to exercise my redemption rights?

A: Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 60. You also should read and carefully consider the risk factors of FPAC and Bullish contained in the documents that are incorporated by reference herein.

Q: What happens if I sell my FPAC Shares before the Special Meeting?

A: The record date for FPAC Shareholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your FPAC Shares before the record date, you will not be entitled to vote at the Special Meeting. If you transfer your FPAC Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.

26

Q: What are the material U.S. federal income tax consequences of the Business Combination to me?

A: The U.S. federal income tax consequences of the Business Combination are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences.” The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Business Combination’s foreign, state or local tax laws.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q: When is the Business Combination expected to be completed?

A: Subject to the satisfaction or waiver of the conditions described in the section entitled “The Business Combination Agreement — Conditions to the Consummation of the Transaction” beginning on page 131, including the adoption of the Business Combination Agreement by the FPAC Shareholders at the Special Meeting, the Business Combination is expected to close in the first quarter of 2022. However, it is possible that factors outside the control of both companies could result in the Business Combination being completed at a later time, or not being completed at all.

Q: Who will solicit and pay the cost of soliciting proxies?

A: FPAC has engaged a professional proxy solicitation firm, Morrow Sodali LLC (“Morrow”), to assist in soliciting proxies for the Special Meeting. FPAC has agreed to pay Morrow a fee of $40,000, plus disbursements. FPAC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. FPAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of FPAC ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of our ordinary shares and in obtaining voting instructions from those owners. FPAC’s management team may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: What are the conditions to completion of the Business Combination?

A: Consummation of the Transactions is subject to customary closing conditions, including approval by the FPAC Shareholders and Bullish Global or certain regulatory approvals from governmental authorities. The Business Combination Agreement also contains other conditions, including, among others: (i) the Contribution Agreement and Master Services Agreement being in full force and effect and no material breach of such agreements being continuing and uncured; (ii) Bullish’s initial listing application with the NYSE having been conditionally approved and the Class A Ordinary Shares of Bullish to be issued pursuant to the Business Combination Agreement having been approved for listing on the NYSE; (iii) FPAC having at least $5,000,001 of net tangible assets following the exercise of redemption rights by the holders of FPAC’s Class A ordinary shares issued in FPAC’s Initial Public Offering; (iv) the effectiveness of the Form F-4 and the absence of any issued or pending stop order by the SEC; and (v) Bullish having been approved by the GFSC as a Controller (as defined in Section 131(3) of the Gibraltar Financial Services Act 2019) with respect to the DLT license held by Bullish (GI) Limited. As of the date of this proxy statement/prospectus, Bullish is in the process of applying for and has not obtained the approval for Bullish as a Controller with respect to the DLT License.

Q: What should I do now?

A: You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your

27

voting instructions by telephone or via the internet as soon as possible so that your FPAC Shares will be voted in accordance with your instructions.

Q: What should I do if I receive more than one set of voting materials?

A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your FPAC Shares.

Q: Whom do I call if I have questions about the Special Meeting or the Business Combination?

A: If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

Morrow Sodali LLC

470 West Avenue, Suite 3000

Stamford, CT 06902

Tel: (800) 662-5200

Banks and brokers call collect: (203) 658-9400

E-mail: FPAC.info@investor.morrowsodali.com

You also may obtain additional information about FPAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, at the address below prior to 5:00 p.m., New York City time, on                  , 2022, the second business day before the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

28

SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals” and “Summary,” summarizes certain information contained in this proxy statement/prospectus, but does not contain all of the information that is important to you. You should read this proxy statement/prospectus, including the attached Annexes and the accompanying financial statements of FPAC and Bullish Global, carefully and in its entirety for a more complete understanding of the matters to be considered at the Special Meeting.

• FPAC is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or similar business combination with one or more businesses.

• On December 7, 2020, FPAC completed the Initial Public Offering of 55,000,000 Units and on December 21, 2020, the underwriters exercised their overallotment option in part, resulting in an additional 5,000,000 Units issued, both at a price of $10.00 per Unit, generating proceeds to FPAC of $600,000,000. Each Unit consisted of one Class A ordinary shares and one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share. Simultaneously with the closing of the Initial Public Offering, FPAC closed the private sale of an aggregate of 7,000,000 Private Placement Warrants at $1.50 per warrant generating gross proceeds, before expenses, of $10,500,000. The Private Placement Warrants are identical to the warrants included in the Units sold in the Initial Public Offering, except that, so long as they are held by their initial purchasers or their permitted transferees, the Private Placement Warrants (i) will not be redeemable by FPAC, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after FPAC completes its initial business combination and (iii) may be exercised by the holders on a cashless basis. For more information regarding the Private Placement Warrants, please see the section entitled “Description of Bullish Securities.”

• Bullish Global, through its subsidiaries, aims to launch an innovative regulated cryptocurrency trading platform and to become a leading cryptocurrency-focused fintech platform that combines the benefit of technological innovation and blockchain expertise with traditional financial services. See “Business of Bullish,” “Bullish Global’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Management after the Business Combination.”

• Pursuant to the Business Combination Agreement, the parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing, (i) in connection with the Initial Merger, FPAC will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving entity and, after giving effect to such Initial Merger, continuing as a wholly owned subsidiary of Bullish, and (ii) following the Initial Merger, in connection with the Acquisition Merger, Merger Sub 2 will merge with and into Bullish Global, with Bullish Global as the surviving entity in the merger, and, after giving effect to such Acquisition Merger, continuing as a wholly owned subsidiary of Bullish.

• Unless waived by the parties to the Business Combination Agreement, consummation of the Transactions is subject to customary closing conditions, including approval by FPAC’s and Bullish Global’s shareholders and certain regulatory approvals from governmental authorities. The Business Combination Agreement also contains other conditions, including, among others: (i) the Contribution Agreement and Master Services Agreement being in full force and effect and no material breach of such agreements being continuing and uncured, (ii) Bullish’s initial listing application with the NYSE having been conditionally approved and the Class A Ordinary Shares of Bullish to be issued pursuant to the Business Combination Agreement having been approved for listing on the NYSE, and (iii) Bullish having been approved by the GFSC as a Controller (as defined in Section 131(3) of the Gibraltar Financial Services Act 2019) with respect to the DLT license held by Bullish (GI) Limited. As of the date of this proxy statement/prospectus, Bullish is in the process of applying for and has not obtained the approval for Bullish as a Controller with respect to the DLT License.

29

• For more information about the closing conditions to the Business Combination, please see the section entitled “The Business Combination Proposal — The Business Combination — Conditions to Closing of the Business Combination.”

• The Business Combination Agreement may be terminated at any time prior to the consummation of the Mergers (whether before or after the required FPAC Shareholder vote has been obtained) by written consent of FPAC and Bullish Global and in certain other circumstances, including, but not limited to if: (i) the conditions to the closing of the Initial Merger have not been satisfied by March 8, 2022, and such delay is not due to the breach of the Business Combination Agreement by the party seeking to terminate, (ii) a governmental entity shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions, and such order or other action has become final and non-appealable and (iii) the Business Combination and other related proposals are not approved by FPAC Shareholders at the duly convened meeting of FPAC Shareholders. For more information about the termination rights under the Business Combination Agreement, please see the section entitled “The Business Combination Proposal — The Business Combination Agreement — Termination.”

• Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, in connection with the Initial Merger, (i) every issued and outstanding Class A and Class B ordinary share of FPAC will convert automatically into one Class A Ordinary Share of Bullish, (ii) each issued and outstanding FPAC Warrant will convert automatically into one Bullish Warrant and (iii) each issued and outstanding Unit will convert automatically into one Class A Ordinary Share of Bullish and one-third of one Bullish Warrant.

• Subject to, and in accordance with, the terms and conditions of the Business Combination Agreement, in connection with the Acquisition Merger, (i) (a) each outstanding Bullish Global Class B preference share will automatically convert into one Bullish Global Class C common share and (b) thereafter each issued and outstanding Bullish Global Class C common share will convert automatically into such number of Class A Ordinary Shares of Bullish that is equal to the Exchange Ratio (as described below and more fully defined in the Business Combination Agreement), (ii) each issued and outstanding Bullish Global Class A common share will convert automatically into such number of Class B Ordinary Shares of Bullish that is equal to the Exchange Ratio (see the section entitled “The Business Combination Proposal — Consideration” beginning on page 150), (iii) each Bullish Global restricted stock unit award will cease to represent the right to acquire Bullish Global Class C common shares and will be cancelled in exchange for a right to acquire a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global restricted stock unit award as of immediately prior to the effective time of the Acquisition Merger and (b) the Exchange Ratio, and (iv) each Bullish Global option award will cease to represent the right to purchase Bullish Global Class C common shares and will be cancelled in exchange for an option to purchase a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global option award as of immediately prior to the effective time of the Acquisition Merger, and (b) the Exchange Ratio, at an exercise price per share equal to (x) the exercise price per share of such Bullish Global option award, divided by (y) the Exchange Ratio. The Class A Ordinary Shares of Bullish will have voting rights of one vote per share and the Class B Ordinary Shares of Bullish will have voting rights of ten votes per share.

• Concurrently with the execution and delivery of the Business Combination Agreement, the PIPE Investors have entered into Subscription Agreements pursuant to which the PIPE Investors have committed (the “PIPE Investment”) to subscribe for and purchase, for an aggregate purchase price of $300,000,000, Class A Ordinary Shares of Bullish (at $10.00 per share). One PIPE Investor, referred to as the Anchor Subscriber, who has subscribed for 7,500,000 Class A Ordinary Shares of Bullish for an aggregate purchase price of $75,000,000, has also entered into a Securities Purchase Agreement with Bullish and Far Peak LLC pursuant to which the Anchor Subscriber will purchase, for $1.00 per

30

Warrant, from the Sponsor and the BR Investors, a total of 3,000,000 outstanding Private Placement Warrants.

The following diagram illustrates the ownership of FPAC and Bullish Global, as of the date of this proxy statement/prospectus.

The following diagram illustrates the ownership of Bullish after the Closing of the Business Combination.

• The FPAC Board considered several factors in its determination to approve the Business Combination with Bullish Global. In considering the commercial rationale, the FPAC Board considered that the market and demand for cryptocurrency has significantly grown and Bullish Global has invested in creating innovative products and services which the Board believes makes Bullish well positioned to participate in this market. The FPAC Board considered Bullish Global’s range of planned products and services as well as its differentiated approach to providing liquidity on its exchange in periods of high

31

volatility through the Liquidity Pools. In addition, Bullish Global has extensive capital resources which the Board anticipates will provide it with a meaningful competitive advantage in attracting customers and trading volumes once operations commence. Additionally, Bullish Global’s commitment to operate in a regulated and compliant manner was an important factor to the FPAC Board in considering its commercial rationale for the Business Combination. The FPAC Board assessed Bullish Global’s balance sheet, concluding that it is in good financial health and has no debt or material contingent liabilities, as of July 2, 2021. The Board also believed that Bullish Global has a strong existing management team that has extensive experience in blockchain, cryptocurrency, and financial service technology, which will be strengthened through the addition of Thomas W. Farley who will join the Bullish executive team as its Chief Executive Officer. The Business Combination in general has strong sponsorship from its shareholders and has received significant private capital commitments, including participation from existing investors in Bullish Global.

• The FPAC Board also considered, in its deliberations, the risks associated with the Business Combination, risks associated with Bullish Global’s business operations and technology, risks associated with the cryptocurrency industry as a whole, the risks associated with the launch of the Bullish Exchange, and the risks associated with the post-closing corporate governance. The FPAC Board believes that the Business Combination Agreement is fair, advisable and in the best interests of FPAC and the FPAC Shareholders and is a product of arm’s-length negotiations among the parties. In addition, the FPAC Board obtained a fairness opinion from Duff & Phelps which stated the consideration being paid in the Business Combination was fair to FPAC from a financial point of view.

• Pursuant to FPAC’s Memorandum and Articles of Association, a Public Shareholder may request that FPAC redeem all or a portion of such shareholder’s Public Shares for cash if the Business Combination is consummated. Holders of Units must elect to separate the Units into the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units through a broker, bank or other nominee, holders must notify their broker, bank or other nominee that they elect to separate the Units into the underlying Public Shares and warrants, or if a holder holds Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, N.A., FPAC’s transfer agent, directly and instruct it to do so. Public Shareholders may elect to redeem their Public Shares even if they vote “FOR” the Business Combination Proposal or any other proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker, bank or other nominee. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds, including by timely delivering its shares to FPAC’s transfer agent, FPAC will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable). For illustrative purposes, as of September 30, 2021, this would have amounted to approximately $10.00 per outstanding public share. If a Public Shareholder properly exercises its redemption rights in full, then it will be electing to exchange all of its Public Shares for cash and will not own any Public Shares of the post-Business Combination company. Holders of FPAC’s outstanding warrants do not have redemption rights in connection with the Business Combination. Please see the section entitled “Extraordinary General Meeting of FPAC Shareholders — Redemption Rights.”

• In addition to voting on the proposal to approve and adopt the Business Combination Agreement and approve the Business Combination (see the “Business Combination Proposal”), at the Special Meeting, FPAC Shareholders will be asked to vote upon:

• the Merger Proposal;

• the Organizational Documents Proposals ; and

32

• a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting.

• See “The Business Combination Proposal,” The Merger Proposal,” and “The Adjournment Proposal.” The Business Combination is conditioned on the approval of the Business Combination Proposal and the Merger Proposal. If FPAC Shareholders do not approve the Business Combination Proposal and the Merger Proposal or if any other proposal is not approved by FPAC Shareholders and FPAC and Bullish Global do not waive the applicable closing condition under the Business Combination Agreement, then the Business Combination may not be consummated. The six separate proposals in the Organizational Documents Proposals are conditioned on the approval of the Business Combination Proposal and the Merger Proposal at the Special Meeting. If the Business Combination Proposal and the Merger Proposal are not approved, the Organizational Documents Proposals will not be presented at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

• The Business Combination, including Bullish’s business following the Business Combination, involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

33

SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which FPAC and Bullish Global refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting. Each item in this summary includes a page reference directing you to a more complete description of that item.

Overview of Bullish

The Bullish mission is to empower people to create a better financial future for themselves through technology and tools that make earning, investing and transacting more rewarding. Bullish aims to be a leading cryptocurrency-focused fintech platform that combines the benefits of technological innovation and blockchain expertise with traditional financial services.

Bullish’s blockchain-based cryptocurrency trading platform (the “Bullish Exchange” or “Exchange”) is designed to increase market integrity by rewarding customers who provide the liquidity and network effects responsible for value creation. The Bullish Exchange has been designed as a regulated, externally verifiable exchange, operating a high performance central-limit-order-book matching engine combined with DeFi-derived liquidity pools to enable automated market-making capabilities and yield earning opportunities. This unique Hybrid Order Book is underpinned by Liquidity Pools for each trading pair (described herein under “Business of Bullish — Key Services and Innovations”) and this new breed of exchange is intended to reward asset holders whilst providing liquidity to the asset pairs the Exchange offers for trading.

The Exchange, domiciled in Gibraltar, will be central to Bullish’s operations and to the development of future products and services. Upon its intended Full Launch by the end of 2021, the Exchange plans to have the following operating features:

• a robust, institutional-caliber regulatory compliance frameworks licensed and regulated by the Gibraltar Financial Services Commission’s Distributed Ledger Technology (“DLT”) Regulatory Framework and registered as a Money Service Business with the U.S. Treasury’s Financial Crimes Enforcement Network (“FinCEN”);

• a Hybrid Order Book, that will integrate a traditional central limit order book and automated market making liquidity, and which will be powered by proprietary Liquidity Pools that act as market makers and underpin trading pairs on the Exchange;

• a layered custody solution that: (i) will combine offline cold storage utilizing complex, multi-sig, white-list only transfer processes with self-managed hot wallets; (ii) will reduce risk concentration utilizing multiple segregated wallets; and (iii) is designed so that sensitive and critical custody components and asset-based operations are cryptographically verified, signed and attested;

• an innovative blockchain-aided platform design that will require significant actions on the Exchange to be recorded on a blockchain, cryptographically validating that each such action will happen at the right time and has been appropriately authorized resulting in a verifiable ledger;

• operational support services from across the Bullish Group, with operating subsidiaries in Gibraltar, the Cayman Islands, the United States, Hong Kong and Singapore, and initially from Block.one or its subsidiaries (the “Block.one Group”) pursuant to the Master Services Agreement; and

• access to more than 392 staff with over 210 technologists in engineering, product, exchange operations and security. Bullish and the Exchange continue to recruit actively across diverse roles, with a focus on engineering, product, security, marketing, operations, compliance and support functions.

34

Bullish believes the Bullish Exchange’s regulatory infrastructure, technology stack, and scale of human capital will be difficult for many DeFi and centralized competitors to replicate, and that there are several unique features reinforcing this:

• the Exchange will be powered by its proprietary Liquidity Pools that will underpin trading pairs on the Exchange;

• the Liquidity Pools can automate portfolio allocation, lending and market-making functions, help ensure a constant balance in terms of the relative value of the assets contributed, notwithstanding fluctuations in their value;

• the automated market maker included in the proprietary Hybrid Order Book is designed to provide liquidity at prices calculated deterministically, based on the size of the relevant Liquidity Pool and the ratio of assets in it;

• Bullish plans to draw materially on its own digital assets and U.S. dollars of approximately US$8.2 billion as of November 1, 2021 (valued using third party company reference price consistently used by Bullish), to facilitate liquidity on the Exchange at Full Launch and will therefore contribute from such assets to Liquidity Pools alongside customers to provide for a competitive order book depth for participants. It will thereafter vary its participation levels as it deems appropriate; and

• eligible customers will be offered the opportunity to use their funds to participate in the Liquidity Pools alongside Bullish Treasury funds and allow them to earn a passive income.

Bullish believes that these features will help create deep and predictable liquidity on the Bullish Exchange, reduce volatility in its offered trading pairs, and do so within a regulated environment reflective of the increasing level of global crypto currency regulation.

Bullish will operate a separate treasury unit to manage Bullish’s financial capital (the “Bullish Treasury” or “Treasury”). In addition to contributing certain balance sheet digital assets to Liquidity Pools to facilitate liquidity and trading on the Bullish Exchange, the Treasury may deploy capital into other commercial opportunities, acquisitions and investments in the blockchain and financial services industries. See “Business of Bullish — Bullish Treasury” and “Business of Bullish — Further Growth Opportunities.”

At the time of its Full Launch, the Bullish Exchange is expected to have a digital assets offering of bitcoin, Ether, EOS and specific stablecoins, subject to its internal approval process, and will be designed to appeal to (i) institutional customers such as traders, arbitrageurs, long-term holders, fund managers and corporate treasurers; and (ii) advanced retail customers who manage their own portfolios of digital assets. The Exchange intends to broaden its digital asset offerings in the future, subject to applicable regulatory requirements, based on customer demand, and to expand targeted customer segments to include mass market retail as our business achieves greater scale and adoption.

The Bullish leadership team comprises of financial services, blockchain and technology experts and, following the Business Combination, Bullish will be led by incoming Chief Executive Officer, Thomas W. Farley, FPAC’s Chairman and Chief Executive Officer and the former President of the New York Stock Exchange.

The Bullish Exchange is in the initial launch stage, and Bullish currently expects to commence the Full Launch on or around December 21, 2021. The Bullish Exchange obtained the DLT License (license number FSC1038FSA) in November 2021, allowing it to initiate the Soft Launch using real assets with select institutional customers on an invite-only basis. The Exchange will initially be available to selected markets in Europe, Asia-Pacific, Africa and Latin America. Measures (such as our know-your-customer (“KYC”) processes and IP address monitoring) are taken to exclude customers from jurisdictions where we have identified laws or

35

regulations that restrict Bullish from serving them. For example, the United States, mainland China, Canada and Japan are currently among the anticipated excluded jurisdictions because of licensing and other restrictions in respect of dealings with persons in those countries. See “Business of Bullish — Scope of Operations and “Business of Bullish — Assessment of the Legality and Appropriateness of Digital Assets and Products.” Bullish does not plan for the Exchange services to be available to U.S. persons at Launch and until such time as a decision is made regarding offering services in the U.S. Prior to such time, Bullish plans to implement onboarding checks and controls including e-KYC and ongoing monitoring to restrict participation by U.S. persons unless services are made available to them.

As of the date of this proxy statement/prospectus, Bullish has only recently commenced the Soft Launch and, commensurate with this, the Bullish Exchange has limited operating history, Bullish is not currently profitable from its operations and it has not been since its inception. The Bullish Exchange is currently on track for Full Launch on or around December 21, 2021, but such launch is subject to many risks and factors, some of which Bullish can influence but not control. Bullish intends to develop and launch its products and services to compete in the highly competitive digital assets industry. Bullish’s business will be subject to legal, regulatory, operational, reputational, tax and other risks in every jurisdiction, including those applicable due to its use of cryptocurrency and blockchain technology. Even if Bullish accomplishes its operational objectives, it may not generate positive cash flows or profits. As a new business, Bullish may be more vulnerable to these and other risks and their occurrence may have a disproportionate impact on its business, operations and reputation relative to a more mature or established business. See “Risk Factors.” There is no assurance that Bullish will achieve an acceptable return on shareholders’ investments and the likelihood of success must be considered in light of the early stage of its operations.

Hong Kong is a Special Administrative Region of the People’s Republic of China (PRC) and enjoys its own limited autonomy as defined by the Basic Law of Hong Kong. Hong Kong’s legal system, which is different from that of the PRC, is based on common law and has its own laws and regulations but some of the national laws of the PRC are made applicable in Hong Kong under the Basic Law.

It has been speculated that there may be increased alignment between PRC laws and regulations and the Basic Law or that PRC laws and regulations will be applied directly in Hong Kong. If certain PRC laws and regulations relevant to our business operations were to become applicable in Hong Kong in the future, Bullish may face legal and operational risks and uncertainties relating to its operations in Hong Kong. Bullish’s Hong Kong subsidiary, Bullish HK Limited, is a services company established to perform services for other entities in the Bullish Group, including in respect of the Bullish Exchange. Currently, such services — engineering and development, cybersecurity, sales and relationship management, custody operations and technology operations services as well as shared group support services such as marketing, finance, human resources, legal and compliance and risk management — are predominantly being provided by B1 Services HK Limited, a subsidiary of Block.one, pursuant to the Master Services Agreement. Bullish HK Limited is expected to take over providing such services once the relevant resources are transferred to it pursuant to the Contribution Agreement. Both B1 Services HK Limited and Bullish HK Limited are based in Hong Kong and provide services out of Hong Kong. Although Hong Kong based services are integral to our business operations, over 45% of Bullish’s personnel are already located outside of Hong Kong, including Cayman Islands, U.S., Singapore and Gibraltar, and provide services including every major function of Bullish such as engineering and development, other technology functions, cybersecurity, marketing, legal, compliance and risk management. In addition, as part of its license application with the GFSC, Bullish is required to demonstrate that it has a fixed place of business in Gibraltar with real substance, including adequate number of employees with necessary qualifications and adequate operating expenditure in Gibraltar, which Bullish has been able to do. Bullish continues to work on geographically diversifying its business operations and re-balancing its operational presence to reduce country concentration risk and disruption from future changes in law; however, the process of geographically diversifying its business operations and re-balancing its operational presence may be disruptive to

36

Bullish’s business which could adversely affect results of operations due to potentially higher expenses and lower revenues.

The position on cryptocurrency businesses in mainland PRC is significantly less permissive than Hong Kong. The central bank in mainland China has recently announced a ban on cryptocurrency trading activities. Bullish does not maintain operations in mainland China, does not generate revenues from mainland China, and does not intend to provide services in mainland China. Bullish does not intend to provide customer services to potential customers located in mainland China, and does not intend to conduct sales and marketing activities or other communication with residents in mainland China. Accordingly, Bullish believes that the laws and regulations of the PRC that do not apply in Hong Kong, including the recent developments on cryptocurrency laws and regulations of the PRC, do not currently have any material impact on Bullish’s business, financial condition and results of operations or the listing of Bullish’s securities, notwithstanding the fact that Bullish maintains a subsidiary in Hong Kong. However, if certain PRC laws and regulations were to become applicable in Hong Kong in the future, the application of such laws and regulations may have a material adverse impact on Bullish’s business, financial condition and results of operations and Bullish’s ability to offer or continue to offer securities to investors, any of which may cause the value of Bullish’s securities to significantly decline or become worthless. For a detailed description of risks relating to doing business in Hong Kong, see “Risk Factors — Risks Relating to Doing Business in Hong Kong.”

Information About the Parties to the Business Combination (page 143)

Far Peak Acquisition Corporation

511 6th Ave #7342

New York, New York 10011

(917) 737-1541

Far Peak Acquisition Corporation is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase or similar business combination with one or more businesses.

Bullish Global

c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands Attn: CLO.

Bullish Global, a Cayman Islands exempted company, is a majority owned subsidiary of Block.one and is a holding company for the Bullish Group companies.

Bullish

c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands Attn: CLO.

Bullish, a Cayman Islands exempted company and a direct wholly owned subsidiary of Bullish Global, will be the parent company of Bullish Global and Merger Sub 1 (the surviving entity of the Initial Merger with FPAC) upon the Closing of the Business Combination.

BMC 1

c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands Attn: CLO

37

BMC 2

c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands Attn: CLO

The Business Combination Agreement (page 150)

The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety. FPAC encourages you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination. For more information on the Business Combination Agreement, see the section entitled “The Business Combination Agreement.”

Ancillary Agreements Related to the Business Combination (page 164)

In connection with the Business Combination Agreement, the parties and other certain investors have entered into or agreed to enter into a number of ancillary agreements, including the PIPE Subscription Agreements, the Block.one Lock-Up Agreement, the Letter Agreement Amendment, the Side Letters, the Target Voting Agreement, the Sponsor Voting Agreement, the Registration Rights Agreement, the Non-Competition Agreement, the Standstill Agreement, the Indemnification Agreement and the Sponsor Release. For more information on the ancillary agreements to the Business Combination Agreement, see the section entitled “Ancillary Agreements Related to the Business Combination.”

Structure of the Business Combination

On the Closing Date, in connection with the Initial Merger, FPAC will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving entity and, after giving effect to such Initial Merger, continuing as a wholly owned subsidiary of Bullish. Following the Initial Merger, in connection with the Acquisition Merger, Merger Sub 2 will merge with and into Bullish Global, with Bullish Global as the surviving entity in the merger, and, after giving effect to such Acquisition Merger, continuing as a wholly owned subsidiary of Bullish.

The following diagram illustrates in simplified terms the current structure of FPAC and Bullish Global.

38

The following diagram illustrates in simplified terms the expected structure of Bullish and its operating subsidiaries upon the Closing.

The following diagram and the text that follows illustrate the ownership of Bullish giving effect to the completion of the Business Combination. This presentation assumes no redemptions and a Digital Asset Market Value of US$6.939 billion, based on the average value over the 20-day period ended November 1, 2021.

39

Shareholder Group	Class A - One Vote per Share		Class B - Ten Votes per Share		Total Shares		Ownership %			Total Voting Shares		Voting Power %
FPAC Initial Shareholders		9,750,000				9,750,000		0.83	%		9,750,000		0.12	%
FPAC Public Shareholders		60,000,000				60,000,000		5.12	%		60,000,000		0.71	%
PIPE Investors		30,000,000				30,000,000		2.56	%		30,000,000		0.35	%
Block.one		189,169,961		809,863,099		999,033,059		85.19	%		8,287,800,949		97.95	%
Other Existing Bullish Global Shareholders		73,956,245				73,956,245		6.31	%		73,956,245		0.87	%
Total		362,876,205		809,863,099		1,172,739,304		100.00	%		8,461,507,194		100.00	%
Total Bullish Global Shareholders (Block.one and Other Existing Bullish Global Shareholders)		263,126,205		809,863,099		1,072,989,304		91.49	%		8,361,757,194		98.82	%
	Warrants Held
	Public		Private
FPAC Initial Shareholders				700,000
FPAC Public Shareholders		20,000,000
Anchor Subscriber				3,000,000
BR Investors				2,800,000

(1) Shares held by FPAC Initial Shareholders include 1,950,000 shares to be transferred to the BR Investors.

The PIPE (page 164)

FPAC and Bullish entered into subscription agreements with the PIPE Investors, pursuant to which, among other things, Bullish agreed to issue and sell in private placements an aggregate of 30,000,000 shares of Class A Ordinary Shares of Bullish to the PIPE Investors for $10.00 per share. One PIPE Investor, an affiliate of Softbank Corp. and referred to as the Anchor Subscriber, who has subscribed for 7,500,000 Class A Ordinary Shares of Bullish for an aggregate purchase price of $75,000,000, has also entered into a Securities Purchase Agreement with Bullish and the FPAC Sponsor pursuant to which the Anchor Subscriber will purchase, for $1.00 per Warrant, from the Sponsor or the BR Investors, 3,000,000 outstanding Private Placement Warrants. Neither the Sponsor nor Initial Shareholders of FPAC are participating in the PIPE investment.

The PIPE Investment is expected to close concurrently with the Closing of the Business Combination. For more information regarding the PIPE, see the section entitled “Ancillary Agreements Related to the Business Combination — PIPE Subscription Agreements.”

Consideration (page 150)

Bullish Global Shareholders

At the effective time of the Acquisition Merger , (i) (a) each outstanding Bullish Global Class B preference share will automatically convert into one Bullish Global Class C common share and (b) thereafter each issued and outstanding Bullish Global Class C common share will convert automatically into such number of Class A Ordinary Shares of Bullish that is equal to the Exchange Ratio (as described below and more fully defined in the Business Combination Agreement), (ii) each issued and outstanding Bullish Global Class A common share will convert automatically into such number of Class B Ordinary Shares of Bullish that is equal to the Exchange Ratio, (iii) each Bullish Global restricted stock unit award will cease to represent the right to acquire Bullish Global Class C

40

common shares and will be cancelled in exchange for a right to acquire a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global restricted stock unit award as of immediately prior to the effective time of the Acquisition Merger and (b) the Exchange Ratio, and (iv) each Bullish Global option award will cease to represent the right to purchase Bullish Global Class C common shares and will be cancelled in exchange for an option to purchase a number of Class A Ordinary Shares of Bullish under the 2021 Omnibus Incentive Plan equal to the product of (a) the number of Bullish Global Class C common shares subject to such Bullish Global option award as of immediately prior to the effective time of the Acquisition Merger, and (b) the Exchange Ratio, at an exercise price per share equal to (x) the exercise price per share of such Bullish Global option award, divided by (y) the Exchange Ratio. The Class A Ordinary Shares of Bullish will have voting rights of one vote per share and the Class B Ordinary Shares of Bullish will have voting rights of ten votes per share.

The “Exchange Ratio” is a number determined by dividing the Acquisition Merger Consideration (as described below and more fully defined in the Business Combination Agreement) by $10 and dividing by the number of Bullish Global shares issued and outstanding as of immediately prior to the effective time of the Acquisition Merger. “Acquisition Merger Consideration” is defined in the Business Combination Agreement as the amount equal to the aggregate market value equivalent of the digital assets (as defined in the Business Combination Agreement) held by Bullish Global (the “Digital Asset Market Value”), plus the amount of cash and cash equivalents Bullish Global has on the business day prior to the Closing Date, plus $2,500,000,000, plus, if applicable, any FPAC transaction expenses that exceed thresholds set forth in the Business Combination Agreement. The Digital Asset Market Value is calculated based on the average daily price of the relevant Digital Asse, as determined by using a specified data source, in the twenty-calendar day period ending on the date of the delivery of the closing statement by Bullish Global, which is to be delivered three business days prior to the closing of the Initial Merger. To the extent a price is unavailable on a particular day, the first immediately prior day with a price will be used for that day.

FPAC Shareholders

At the effective time of the Initial Merger, FPAC Class A ordinary shares and Class B ordinary shares held by FPAC Shareholders immediately prior to the effective time of the Initial Merger will be exchanged, on a one-for-one basis, for Class A Ordinary Shares of Bullish, and each issued and outstanding FPAC Warrant will convert automatically into one Bullish Warrant.

At the effective time of the Initial Merger, holders of FPAC Class A ordinary shares, Class B ordinary shares and FPAC Warrants will receive Class A Ordinary Shares of Bullish and Bullish Warrants without needing to take any action and accordingly such holders should not submit the certificates relating to their FPAC Class A ordinary shares or FPAC Warrants.

Special Meeting of FPAC Shareholders and the Proposals (page 144)

The Special Meeting will be convened on                 , 2022, at 9:00 a.m., New York City time, in a virtual format. Shareholders may attend, vote and examine the list of FPAC Shareholders entitled to vote at the Special Meeting by visiting https://www.cstproxy.com/farpeak/2021 and entering the control number found on your proxy card, voting instruction form or notice you previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposals and the Adjournment Proposal.

Approval of the Business Combination Proposal, the Merger Proposal and the Organizational Documents Proposal are a condition to the obligation of FPAC to complete the Business Combination.

41

Only holders of record of issued and outstanding FPAC Shares as of the close of business on                  , 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each FPAC share that you owned as of the close of business on that record date.

A quorum of FPAC Shareholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding FPAC Shares as of the record date are present virtually or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FPAC Shareholders present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Approval of the Merger Proposal requires the affirmative vote of two-thirds majority of the votes cast by FPAC Shareholders present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Approval of the Organizational Documents Proposals require the affirmative vote of two-thirds majority of the votes cast by FPAC Shareholders present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the six separate proposals.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FPAC Shareholders present virtually or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Recommendation of FPAC Board (page 210)

The FPAC Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the FPAC Shareholders and recommends that the FPAC Shareholders adopt the Business Combination Agreement and thereby approve the Business Combination. The FPAC Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

The FPAC Board recommends that you vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Organizational Documents Proposals and “FOR” the approval of the Adjournment Proposal.

For more information about the FPAC Board’s recommendation and the proposals, see the sections entitled “Extraordinary General Meeting of FPAC Shareholders — Vote Required and FPAC Board Recommendation” beginning on page 144 and “The Business Combination Proposal — FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination” beginning on page 186.

Opinion of Duff & Phelps, the FPAC Board’s Financial Advisor (see page 196)

The FPAC Board obtained a fairness opinion from Duff & Phelps which stated that the consideration being paid in the Business Combination was fair to FPAC from a financial point of view. For more information about the Opinion of FPAC’s Financial Advisor, see the section entitled “The Business Combination Proposal — Opinion of Duff & Phelps, the FPAC Board’s Financial Advisor” beginning on page 196.

42

FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination (page 186)

The FPAC Board considered several factors in its determination to approve the Business Combination with Bullish Global.

In considering the commercial rationale, the FPAC Board considered that the market and demand for cryptocurrency has significantly grown and Bullish Global has invested in creating innovative products and services which the Board believes makes Bullish well positioned to participate in this market. The FPAC Board considered Bullish Global’s range of planned products and services as well as its differentiated approach to providing liquidity on its exchange in periods of high volatility through the Liquidity Pools. In addition, Bullish Global has extensive capital resources which the Board anticipates will provide it with a meaningful competitive advantage in attracting customers and trading volumes once operations commence. Additionally, Bullish Global’s commitment to operate in a regulated and compliant manner was an important factor to the FPAC Board in considering its commercial rationale for the Business Combination.

The FPAC Board assessed Bullish Global’s balance sheet, concluding that it is in good financial health and has no debt or material contingent liabilities, as of July 2, 2021. The Board also believed that Bullish Global has a strong existing management team that has extensive experience in blockchain, cryptocurrency, and financial service technology, which will be strengthened through the addition of Thomas W. Farley who will join the Bullish executive team as its Chief Executive Officer. The Business Combination in general has strong sponsorship from its shareholders and has received significant private capital commitments, including participation from existing investors in Bullish Global.

The FPAC Board also considered, in its deliberations, the risks associated with the Business Combination, risks associated with Bullish Global’s business operations and technology, risks associated with the cryptocurrency industry as a whole, and the risks associated with the post-closing corporate governance.

The FPAC Board believes that the Business Combination Agreement is fair, advisable and in the best interests of FPAC and the FPAC Shareholders and is a product of arm’s-length negotiations among the parties. In addition, the FPAC Board obtained a fairness opinion from Duff & Phelps which stated the consideration being paid in the Business Combination was fair to FPAC from a financial point of view. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Conditions to the Consummation of the Transaction (page 131)

Consummation of the Transactions is subject to customary closing conditions, including approval by the FPAC Shareholders and Bullish Global and certain regulatory approvals from governmental authority. The Business Combination Agreement also contains other conditions, including, among others: (i) the Contribution Agreement and Master Services Agreement being in full force and effect and no material breach of such agreements being continuing and uncured, (ii) Bullish’s initial listing application with the NYSE having been conditionally approved and the Class A Ordinary Shares of Bullish to be issued pursuant to the Business Combination Agreement having been approved for listing on the NYSE, and (iii) Bullish having been approved by the GFSC as a Controller (as defined in Section 131(3) of the Gibraltar Financial Services Act 2019) with respect to the DLT license held by Bullish (GI) Limited. As of the date of this proxy statement/prospectus, Bullish is in the process of applying for and has not obtained the approval for Bullish as a Controller with respect to the DLT License.

Termination (page 160)

The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination by written consent of FPAC and Bullish Global or in certain other circumstances,

43

including, but not limited to: (i) if the conditions to the closing of the Initial Merger have not been satisfied by March 8, 2022 and such delay is not due to the breach of the Business Combination Agreement by the party seeking to terminate, (ii) a government entity of competent jurisdiction has issued an order or any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Business Combination, (iii) the Business Combination and other related proposals have not been approved by FPAC Shareholders at the duly convened meeting of FPAC Shareholders, or (v) the FPAC Board has made a Change in Recommendation.

Redemption Rights (page 147)

Pursuant to FPAC’s Memorandum and Articles of Association, a Public Shareholder may request that FPAC redeem all or a portion of their Public Shares (which would become Class A Ordinary Shares of Bullish in the Business Combination) for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

• (a) hold Public Shares or (b) hold Public Shares through Units and you elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

• prior to 5:00 p.m., New York City time, on      , 2022, the second business day before the special meeting, (a) submit a written request to the transfer agent that FPAC redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through DTC.

As noted above, holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds Units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its Public Shares to Continental, FPAC’s transfer agent, FPAC will redeem such Public Shares upon the Closing for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to FPAC to pay FPAC taxes, divided by the number of then issued and outstanding Public Shares. If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. See the section entitled “Extraordinary General Meeting of FPAC Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming their Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Holders of FPAC Warrants will not have redemption rights with respect to the FPAC Warrants.

Proxy Solicitation (page 146)

Proxies may be solicited by mail, telephone or in person. FPAC has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares at the Special Meeting if it

44

revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of FPAC Shareholders — Revoking Your Proxy.”

Interests of FPAC’s Directors and Officers in the Business Combination (page 206)

When you consider the recommendation of the FPAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that FPAC’s Initial Shareholders, including its directors and officers, have interests in such proposal that are different from, or in addition to those of FPAC Shareholders and FPAC Warrant holders generally. These interests include, among other things, the interests listed below. The FPAC Board, including FPAC’s independent directors, with their outside counsel, reviewed and considered these interests during the negotiation of the Business Combination Agreement and in evaluating and approving, as members of the FPAC Board, the Business Combination Agreement and the Transactions, including the Business Combination. In particular, the FPAC Board considered that Thomas W. Farley, FPAC’s Chief Executive Officer, President and Chairman will become Chief Executive Officer of Bullish and would be entering into an employment agreement with Bullish effective upon the Closing of the Business Combination, and that Mr. Farley negotiated certain key aspects of his compensation to be set forth in that employment agreement prior to the signing of the Business Combination Agreement. Mr. Farley’s employment agreement is not a condition to the Closing of the Business Combination. Additionally, at the direction of the FPAC Board, Mr. Farley refrained from negotiating any such personal compensation matters until agreement on the valuation terms of the Business Combination Agreement had been reached among the parties, and then only under the supervision of the FPAC Board’s and the independent directors’ outside counsel.

• As noted above, at or immediately following the Closing, Mr. Farley, FPAC’s President, Chief Executive Officer and Chairman, will become the Chief Executive Officer of Bullish and has entered into an employment agreement dated December 13, 2021, effective at the Closing, with Bullish that will provide for cash and incentive compensation. See “Director and Officer Compensation – Bullish Executive Officer and Director Compensation Following the Business Combination – Thomas W. Farley Employment Agreement” for a description of Mr. Farley’s employment agreement.

• If FPAC is unable to complete its initial business combination by March 7, 2023, FPAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FPAC’s remaining shareholders and the FPAC Board, liquidate and dissolve, subject in each case to FPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights nor liquidating distributions with respect to the Founder Shares if FPAC fails to complete its initial business combination by March 7, 2023. FPAC’s Sponsor purchased the Founder Shares prior to the Initial Public Offering for an aggregate purchase price of $25,000, and transferred 70,000 Founder Shares to each of FPAC’s three independent directors. In addition, as described below, upon completion of the Business Combination, certain of such Founder Shares will be transferred for nominal value, and may be forfeited or subjected to extended lock-up restrictions.

In addition, simultaneously with the closing of the Initial Public Offering, FPAC consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.50 per warrant, 3,500,000 to the Sponsor and 3,500,000 to the BR Investors. FPAC’s Sponsor’s aggregate investment in Private Placement Warrants was $5,250,000. The Private Placement Warrants will be exercisable commencing 30 days following the Closing for one share of Class A Ordinary Shares of Bullish at $11.50 per share. If FPAC does not consummate a business combination transaction by March 7, 2023, then the FPAC Warrants held by FPAC’s Sponsor will be worthless. However, as described below, certain of such FPAC Warrants will be transferred for $1.00 per warrant or in certain instances, cancelled for no value.

45

The Founder Shares and Private Placement Warrants held by FPAC’s Sponsor are subject to certain contractual obligations made by the Sponsor that will be completed upon the consummation of the Business Combination. These are described in greater detail below under “The Business Combination Proposal – Ancillary Agreements Related to the Business Combination.” Pursuant to the BR Subscription Agreements, FPAC’s Sponsor agreed to transfer 1,950,000 Founder Shares (which will convert into 1,950,000 Class A Ordinary Shares of Bullish) to the BR Investors at the price the Sponsor originally paid for such shares (which as noted above, was nominal). Pursuant to the Securities Purchase Agreement, FPAC’s Sponsor agreed to sell, or cause the BR Investors to sell, 3,000,000 Private Placement Warrants to the Anchor Subscriber for $1.00 per warrant (2,400,000 will be transferred by the Sponsor and 600,000 by the BR Investors).

In addition, in accordance with the Letter Agreement Amendment, the FPAC Sponsor agreed that (a)(i) at the Closing of the Business Combination, it would forfeit for cancellation 1,950,000 Class A Ordinary Shares of Bullish (including 390,000 to which the BR Investors would otherwise be entitled) at the Closing of the Business Combination if more than 15,000,000 Class A ordinary shares of FPAC are validly tendered for redemption and not withdrawn, or (ii) if no such forfeiture occurs, be subject to additional lock-up restrictions with respect to such 1,950,000 Class A Ordinary Shares of Bullish (including 390,000 that will be transferred to the BR Investors as described below in “Business Combination Proposal – BlackRock Side Letter”), and (b) at the closing of the Business Combination, it would forfeit, or cause BR Investors to forfeit, for cancellation 500,000 Private Placement Warrants (400,000 will be forfeited by the Sponsor and 100,000 by the BR Investors). Additionally, subject to the terms of the prior sentence, FPAC’s Sponsor will be subject to a lock-up of the Ordinary Shares to be received in exchange for the Founder Shares until one year following the Business Combination or if Bullish completes a liquidation, merger, share exchange or other similar transaction that results in all of Bullish’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided that if the Ordinary Shares have traded at a price equal to or greater than $12.00 per share within any 20 trading days within a 30-trading day period commencing at least 150 days after the initial Business Combination, the Ordinary Shares to be received in exchange for the Founder Shares shall be released from the Sponsor Lock-up.

Giving effect to the foregoing transfers and forfeitures, upon completion of the Business Combination, assuming no redemptions and a Digital Asset Market Value (as defined in the Business Combination Agreement) of $6.939 billion, based on the average value over a 20-day period as of November 1, 2021, it is expected that expect FPAC’s Sponsor will hold approximately 0.65% of the outstanding Class A Ordinary Shares of Bullish, which based on an assumed $10.00 per share value would have an aggregate value of approximately $75,900,000. In addition, following the Closing, and giving effect to the transfers and forfeitures described above, FPAC’s Sponsor will hold 700,000 Bullish Warrants (for which the Sponsor would have paid an aggregate of $2,850,000). Based on the $3.40 per warrant value of FPAC’s Public Warrants as of November 1, 2021, such 700,000 Bullish Warrants would have a value of $2,380,000.

As a result of the difference in the purchase price of approximately $0.003 per share that FPAC’s Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per unit sold in FPAC’s Initial Public Offering, FPAC’s Sponsor may earn a positive rate of return on its investment even if the share price of Bullish’s Class A Ordinary Shares falls significantly below the per share value implied in the Business Combination of $10.00 per share and the public stockholders of FPAC experience a negative rate of return.

• FPAC’s Sponsor, officers and directors will lose their entire investment in FPAC if FPAC does not complete a business combination by March 7, 2023. The independent directors each received 70,000 Founder Shares concurrently with FPAC’s Initial Public Offering. The 70,000 Founder Shares currently held by each director, if unrestricted and freely tradeable would be valued at $700,000, based

46

on an assumed $10.00 per share value. Founder Shares do not have the redemption rights of Public Shares if FPAC is unable to complete its initial business combination by March 7, 2023, nor will they receive any liquidating distributions if FPAC liquidates.

• FPAC’s Initial Shareholders and its officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if FPAC fails to complete a business combination by March 7, 2023.

• In order to protect the amounts held in the Trust Account, FPAC’s Sponsor has agreed that it will be liable to FPAC if and to the extent any claims by a vendor for services rendered or products sold to FPAC, or a prospective target business with which it has entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under FPAC’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

• Following the Closing, FPAC’s Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to FPAC and remain outstanding. As of the date of this proxy statement/prospectus, FPAC’s Sponsor has not made any advances to FPAC for working capital expenses. If FPAC does not complete an initial business combination within the required period, FPAC may use a portion of its working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

• Following the consummation of the Business Combination, FPAC’s officers and directors will be indemnified as discussed under “The Business Combination Proposal — Indemnification”.

• Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, FPAC’s officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by FPAC from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of this proxy statement/prospectus, neither the Sponsor nor any director or officer of FPAC has extended any loan to FPAC, incurred any out-of-pocket expense reimbursable by FPAC, or has any entitlement to any fee upon completion of the Business Combination.

Each of FPAC’s officers and directors presently has fiduciary or contractual obligations to other entities pursuant to which such officer or director is required to present a business combination opportunity to such entity. FPAC’s Amended and Restated Articles of Incorporation provides that FPAC renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of FPAC and such opportunity is one FPAC is legally and contractually permitted to undertake and would otherwise be reasonable for FPAC to pursue, and to the extent the director or officer is permitted to refer that opportunity to FPAC without violating another legal obligation. FPAC does believe, however, that neither the fiduciary duties or contractual obligations of its officers or directors, nor the waiver of the corporate opportunities doctrine in its Restated Articles of Incorporation, materially impacted its search for an acquisition target nor will materially impact its ability to complete the proposed Business Combination. In fact, as described below under “The Business Combination Proposal – Background of the Business Combination,” FPAC was able to identify approximately 50 potential business combination candidates, and engage in discussions with 34 potential targets other than Bullish Global in a relatively short period following its Initial Public Offering.

47

The existence of financial and personal interests of FPAC’s directors and officers may result in a conflict of interest on the part of one or more of them between what they may believe is best for FPAC and what they may believe is best for them in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of FPAC’s Directors and Officers in the Business Combination” for a further discussion of this and other risks.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FPAC or its securities and subject to any applicable securities laws and regulations, the Initial Shareholders, Bullish Global and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire FPAC Shares or vote their FPAC Shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FPAC having at least $5,000,001 of net tangible assets following the exercise of redemption rights by the holders of FPAC’s Class A ordinary shares issued in FPAC’s Initial Public Offering. Any such purchases of Public Shares and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of FPAC’s Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Initial Shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on FPAC Shares. 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 it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Stock Exchange Listing (page 288)

We expect the Class A Ordinary Shares of Bullish to trade on the NYSE under the symbol “BULL” and the Bullish Warrants to trade under the symbol “BULLW” following the Closing.

48

Sources and Uses of Funds

The following table summarizes the sources and uses for funding the Transactions. Where actual amounts are not known or knowable, the figures below represent FPAC’s good faith estimate of such amounts and reflect various assumptions as noted.

Sources
Acquisition Merger Consideration (1)	$	10,729,893,042
Marketable securities held in Trust Account (2)		600,000,000
PIPE Investment		300,000,000
Total Sources	$	11,629,893,042
Uses
Acquisition Merger Consideration	$	10,729,893,042
Estimated Transaction Expenses		51,690,501
Cash on Balance Sheet		848,309,499
Total Uses	$	11,629,893,042

1. Acquisition Merger Consideration as defined and reflects Bullish’s holdings of cash and digital assets (valued using 20-day average price) as of November 1, 2021. Amount of cash and digital assets values subject to change at Closing.

2. Assumes no redemptions.

Material U.S. Tax Consequences of the Business Combination and Exercise of Redemption Rights (page 312)

For a discussion summarizing the U.S. federal income tax considerations of the Business Combination and an exercise of redemption rights, please see “Material U.S. Federal Income Tax Considerations.” The tax consequences of the foregoing to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, please consult your tax advisor to determine the tax consequences to you of the Business Combination or an exercise of redemption rights.

For United States federal tax purposes, the Business Combination is intended to qualify as a reorganization under the provisions of Section 368(a) of the Code. Morgan, Lewis & Bockius LLP has delivered an opinion regarding certain aspects of the U.S. federal income tax treatment of the transactions, as described in this discussion. Such opinion is filed by amendment as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms part and is based on customary assumptions, representations and covenants.

Accounting Treatment of the Business Combination (page 209)

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, FPAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Bullish Global issuing shares at the Closing of the Business Combination for the net assets of FPAC as of the Closing Date, accompanied by a recapitalization. The net assets of FPAC will be stated at historical cost, with no goodwill or other intangible assets recorded.

Comparison of Shareholders’ Rights (page 233)

Following the consummation of the Business Combination, the rights of FPAC Shareholders who become Bullish shareholders in the Business Combination will no longer be governed by FPAC’s Memorandum of

49

Association and Articles of Association and instead will be governed by Bullish’s Amended and Restated Memorandum of Association and Articles of Association. See “Comparison of Shareholders’ Rights” beginning on page 233.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. FPAC has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, FPAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. We expect that Bullish will be an emerging growth company after the completion of the Business Combination and will continue not to opt out of the extended transition period.

Summary Risk Factors

The risks and uncertainties described in the Risk Factors, including the following summary of select risks and uncertainties below, could materially adversely affect the Business Combination, Bullish Global and its business, financial condition and results of operations. You should read this summary together with the full and complete discussion of risk factors contained below.

Risks Relating to Bullish’s Business and Industry

• As an early stage company entering a highly competitive market with limited operating history, the operations of Bullish are nascent, largely unproven and subject to material legal, regulatory, operational, reputational, financial, tax, market, credit and other risks.

• Bullish has not yet fully developed, tested or launched the Bullish Exchange.

• Bullish does not have experience operating as a U.S. public company and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act.

• Bullish’s strategy and focus on delivering high-quality, regulated, easy-to-use, and secure cryptocurrency-related financial services may not maximize short-term or medium-term financial results.

• Bullish expects its operating expenses to increase in the foreseeable future and may not be able to achieve profitability or achieve positive cash flow from operations on a consistent basis, if at all.

• Any significant disruption in Bullish’s planned products and services, in its information technology systems, or in any of the blockchain networks it supports, could result in a loss of customers or own funds and/or assets and adversely impact Bullish.

• Bullish’s sales and marketing strategy is untested and unproven and may not be effective.

• Bullish currently relies on Block.one to provide essential functions and resources to support its business and operations.

50

• Bullish plans to rely on external vendors and third-party service providers to provide critical outsourcing functions.

• Bullish’s internal governance, risk management and compliance program, policies, systems and controls are continuing to be developed and have not been fully embedded and tested. The existing processes and controls may not be adequate or effective to mitigate risk or ensure compliance.

• Any strategic investments that Bullish makes or enters into could require significant management attention, disrupting the business and harming its financial condition.

• The underlying blockchain technology used by Bullish is unproven and untested in a real operational environment of the scale and complexity currently contemplated.

• The future development and growth of digital assets is subject to a variety of factors that are difficult to predict and evaluate. If digital assets do not grow as Bullish expects, Bullish’s business, operating results and financial condition could be adversely affected.

• Cyberattacks and security breaches of Bullish’s Exchange platform, or those impacting Bullish’s customers or third parties, could adversely impact Bullish’s brand and reputation and its business, operating results and financial condition.

• Bullish is subject to a multi-jurisdictional legal and regulatory environment, which can be complex and conflicting and its regulatory compliance framework may not be sufficient to mitigate all relevant legal and regulatory compliance risks across the relevant jurisdictions.

• Bullish may become a party to material litigation and other legal proceedings, including actions by regulators, government and law enforcement authorities, private actions on both individual and class basis, actions against or from employees, as well as other counter-parties.

• Bullish will obtain and process a large amount of sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such data could harm Bullish’s reputation, as well as have an adverse effect on Bullish’s business.

• Third parties may make claims or bring legal proceedings against Bullish for alleged infringement of their intellectual property rights and consequences could include having to cease offering Bullish’s products or services.

• The U.S. federal income tax and non-U.S. tax treatment of digital assets is unclear, and future developments regarding the treatment of digital assets for U.S. federal income and non-U.S. tax purposes could adversely impact Bullish’s business.

• Bullish depends on talented, experienced and committed personnel to operate and grow Bullish’s business and may incur increased operational costs to recruit, train, motivate and/or retain them. If Bullish is unable to do so, Bullish’s business, financial condition, results of operations and prospects may be adversely affected.

• Bullish is exposed to potential fraud risk and physical security threats, both internally and externally, which could result in loss of assets for Bullish and its customers, as well as risk to the safety of Bullish’s personnel.

Risks Relating to the Business Combination

• FPAC Shareholders will experience immediate dilution due to the issuance of Class A Ordinary Shares and Class B Ordinary Shares to the Bullish Global shareholders as consideration in the Business Combination. Having a minority share position likely reduces the influence that FPAC’s current shareholders have on the management of the combined company.

51

• Since holders of FPAC’s Founder Shares and Private Placement Warrants will lose their entire investment in FPAC if the Business Combination is not completed, a conflict of interest exists in determining whether Bullish Global is an appropriate target for a business combination.

• FPAC is attempting to complete the Business Combination with a private company about which little information is available, which may result in a business combination that is not as profitable as FPAC suspected, if at all.

• FPAC expects to incur significant, non-recurring costs in connection with consummating the Business Combination and related transactions.

Risks Relating to Doing Business in Hong Kong

• The business, financial condition and results of operations of Bullish, and/or the value of Bullish’s securities or Bullish’s ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of the PRC become applicable to Bullish.

• The PRC government has significant oversight and discretion over the manner in which companies incorporated under the laws of PRC must conduct their business activities. Although Bullish has no business operations in mainland China, if it were to become subject to such oversight or discretion, there may be a material change in its operations and/or the value of Bullish’s securities, which would materially affect the interests of the investors.

• Implementation of the National Security Law in Hong Kong involves uncertainty, and the recent policy pronouncements by the PRC government regarding business activities of U.S.-listed Chinese businesses may negatively impact Bullish’s existing and future operations in Hong Kong.

• Bullish may be required to obtain regulatory licenses or approvals in order to provide some or all of the Exchange services to Hong Kong customers which it currently does not have, or it may be required to obtain such licenses or approvals in the near future.

• Increases in labor costs may adversely affect Bullish’s business and results of operations.

Legal Proceedings & Settlements

Neither Bullish nor any member of the management in their capacity as such is a party to, and Bullish is not aware of any threat of, any legal proceeding that, in the opinion of Bullish’s management, is likely to have a material adverse effect on Bullish’s business, financial condition or operations.

Block.one has reached a settlement agreement, subject to the court’s final approval, with the plaintiffs in the U.S. class action lawsuit related to Block.one’s 2018 ERC-20 token sale, in which the intended Chairman of the Bullish Board is also a defendant. In 2019, Block.one reached a “neither admit nor deny” settlement with the SEC related to such sale. The SEC ordered that: (a) pursuant to Section 8A of the Securities Act, Block.one cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act; and (b) Block.one pay a civil money penalty in the amount of $24,000,000 to the SEC. A copy of the settlement documentation is publicly available on the SEC website. For further information about the settlement conditions see the “Risk Factors” section on page 60.

52

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF FPAC

This section contains the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination: FPAC’s balance sheet information as of September 30, 2021, as well as FPAC’s statements of operations information for the period from October 19, 2020, (inception) through September 30, 2021. The selected historical financial information has been derived from FPAC’s audited financial statements as of September 30, 2021 and for the period from October 19, 2020, (inception) to September 30, 2021, included elsewhere in this proxy statement/prospectus.

FPAC’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

The information is only a summary and should be read in conjunction with FPAC’s financial statements and related notes contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of FPAC. Certain amounts that appear in this section may not sum due to rounding.

SELECTED CONDENSED BALANCE SHEET INFORMATION

	As of September 30, 2021
	(in US$, except share and per share data)
Assets
Current assets:
Cash	$	172,454
Prepaid expenses		642,917
Total current assets		815,371
Investments held in Trust Account		600,209,262
Total Assets	$	601,024,633
Liabilities and Shareholders’ Equity
Current liabilities:
Accrued expenses	$	5,155,500
Accounts payable		29,474
Total current liabilities		5,184,974
Deferred legal fees		400,000
Deferred underwriting commissions		15,437,500
Derivative warrant liabilities		46,710,000
Total liabilities		67,732,474
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 60,000,000 shares at $10.00 per share		600,000,000

53

	As of September 30, 2021
	(in US$, except share and per share data)
Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 6,095,249 shares issued and outstanding (excluding 53,904,751 shares subject to possible redemption)		—
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 9,750,000 shares issued and outstanding		975
Additional paid-in capital		—
Retained earnings
Accumulated deficit		(66,708,816	)
Total shareholders’ equity		(66,707,841	)
Total Liabilities and Shareholders’ Equity	$	601,024,633

SELECTED CONDENSED STATEMENTS OF OPERATIONS INFORMATION

	For the Period From October 19, 2021, (Inception) Through September 30, 2021
General and administrative expenses	$	7,010,698
Loss on operations		(7,010,698	)
Other income (expense)
Change in fair value of derivative warrant liabilities		7,290,000
Loss on sale of Private Placement Warrants		(3,500,000	)
Offering costs — derivative warrant liabilities		(1,684,760	)
Income from investments held in Trust Account		209,262
Net income (loss)	$	(4,696,196	)
Weighted average shares outstanding of Class A Ordinary Shares		51,623,188
Basic and diluted net income per ordinary share, Class A	$	(0.08	)
Weighted average shares outstanding of Class B Ordinary Shares		9,750,000
Basic and diluted net (loss) income per ordinary share, Class B	$	(0.08	)

54

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF BULLISH GLOBAL

The following table sets forth selected historical financial information derived from Bullish Global’s audited consolidated financial statements for the period from October 23, 2020, (incorporation) to December 31, 2020, and the unaudited consolidated financial statements for the six months ended June 30, 2021 which are included elsewhere in this proxy statement/prospectus. The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Bullish Global’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Bullish Global’s financial statements and the related notes contained elsewhere in this proxy statement/prospectus.

SELECTED CONSOLIDATED INCOME STATEMENT DATA

	For the six months ended June 30, 2021			From October 23, 2020, (Date of Incorporation) to December 31, 2020
	(in US$ thousands, except per share data)			(in US$ thousands, except per share data)
Other income		496			3
Operating expenses		(101,035	)		(19,840	)
Amortization of convertible redeemable preference shares		(72,087	)		—
Loss before tax		(172,626	)		(19,837	)
Income tax expense		—			—
Loss for the period		(172,626	)		(19,837	)
Shares outstanding		225,001			3,215
Basic attributable loss per share		0.77			6.17
Diluted attributable loss per share		0.77			6.17

SELECTED CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA

	As of June 30, 2021
	(in US$ thousands)
ASSETS
Non-current assets		5,067,298
Current assets		781,606
Total assets		5,848,904
EQUITY AND LIABILITIES
Total equity		4,688,330
Liabilities
Non-current liabilities		1,112,389
Current liabilities		48,185
Total liabilities		1,160,574
Total equity and liabilities		5,848,904

55

SELECTED CONSOLIDATED CASH FLOW STATEMENT DATA

	For the six months ended June 30, 2021			From October 23, 2020, (Date of Incorporation) to December 31, 2020
	(in US$ thousands)			(in US$ thousands)
Net cash used in operating activities		(69,863	)		(25	)
Net cash generated from investing activities		951,056			21,402
Net cash (used in)/generated from financing activities		(339,870	)		218,000
Net increase in cash and cash equivalents		541,323			239,377
Cash and cash equivalents at the beginning of the period		239,377			—
Cash and cash equivalents at the end of the period		780,700			239,377
Net change in cash and cash equivalents		541,323			239,377

56

SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

The following summary unaudited pro forma condensed combined financial data (the “Selected Pro Forma Data”) gives effect to the Business Combination and is described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination is anticipated to be accounted for as a capital reorganization. Under this method of accounting, FPAC will be treated as the “acquired” company for financial reporting purposes and the Business Combination will be treated as the equivalent of Bullish Global issuing shares at the Closing of the Business Combination for the net assets of FPAC as of the Closing date, accompanied by a recapitalization.

The summary unaudited pro forma condensed combined statement of financial position data as of June 30, 2021, gives effect to the Business Combination as if it had occurred on June 30, 2021. The summary unaudited pro forma condensed combined income statement data from October 19, 2020, (date of inception) to December 31, 2020 and for the six months ended June 30, 2021, give effect to the Business Combination as if it had occurred on October 19, 2020.

The Selected Pro Forma Data has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information appearing in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the consolidated financial statements and related notes of Bullish Global and the financial statements and related notes including any restatements of FPAC available elsewhere.

The Selected Pro Forma Data has been presented for informational purposes only and is not necessarily indicative of actual financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred the dates indicated. In addition, the Selected Pro Forma Data does not purport to project the future financial position or operating results of the post-combination company. The unaudited pro forma adjustments are based on information currently available and reflect various assumptions and estimates underlying the unaudited pro forma adjustments that are described in the notes to the accompanying unaudited pro forma consolidated condensed combined financial information. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, including assumptions on digital asset prices, the final amounts recorded may differ materially from the information presented. As a result, this should be read in conjunction with the historical financial information included elsewhere in this proxy statement/prospectus.

The Selected Pro Forma Data has been prepared assuming two alternative levels of redemption of FPAC Class A ordinary shares by the Public Shareholders for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, and reflect in the case of maximum redemptions, terms under the Letter Agreement Amendment:

• Assuming No Redemptions: This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for cash in the Trust Account and assuming the Sponsor forfeits 400,000 Private Placement Warrants of FPAC, the BR investors forfeit 100,000 Private Placement Warrants of FPAC, and the Exchange Ratio (as defined in the Business Combination Agreement) of Bullish Global Shares to Bullish Shares was calculated using the November 1, 2021 price of the digital assets (using the 20-day average price).

• Assuming Maximum Redemptions: This presentation assumes that 59,520,171 of FPAC Public Shares are redeemed for their pro rata share of the cash in the Trust Account. This scenario gives effect to FPAC share redemptions of 59,520,171 shares for aggregate redemption payments of

57

US$595,201,710 at a redemption price of US$10.00 per share based on the investments held in the Trust Account as of June 30, 2021, and assuming the Exchange Ratio (as defined in the Business Combination Agreement) of Bullish Global Shares to Bullish Shares was calculated using the November 1, 2021 price of the digital assets (using the 20-day average price). In addition, it assumes the Sponsor forfeits 1,950,000 Class A Ordinary Shares of Bullish otherwise issuable in the Business Combination in respect of the Sponsor’s Founder Shares and forfeits 400,000 Private Placement Warrants of FPAC. It also assumes the BR Investors forfeit for cancellation an aggregate 100,000 Private Placement Warrants of FPAC.

	Assuming no redemption of shares			Assuming maximum redemption of shares
	(in US$ thousands, except per share data)
Summary Unaudited Pro Forma Condensed Combined Income Statement Data for the six months ended June 30, 2021
Total revenue		—			—
Operating expenses		(113,936	)		(113,124	)
Operating profit		(113,936	)		(113,124	)
Loss for the period		(169,867	)		(169,055	)
Pro forma weighted average number of shares outstanding, basic		1,172,739			1,111,269
Basic attributable loss per share		(0.14	)		(0.15	)
Pro forma weighted average number of shares outstanding, diluted		1,172,739			1,111,269
Diluted attributable loss per share		(0.14	)		(0.15	)
Summary Unaudited Pro Forma Condensed Combined Income Statement Data from October 19, 2020 (Date of Inception) to December 31, 2020
Total revenue		—			—
Operating expenses		(265,690	)		(192,920	)
Operating profit		(265,690	)		(192,920	)
Loss for the period		(270,162	)		(197,392	)
Pro forma weighted average number of shares outstanding, basic		1,172,739			1,111,269
Basic attributable loss per share		(0.23	)		(0.18	)
Pro forma weighted average number of shares outstanding, diluted		1,172,739			1,111,269
Diluted attributable loss per share		(0.23	)		(0.18	)
Summary Unaudited Pro Forma Condensed Combined Statement of Financial Position Data as of June 30, 2021
Total current assets		1,639,089			1,043,888
Total assets		6,706,387			6,111,186
Total current liabilities		48,185			48,185
Total liabilities		86,593			86,593
Total shareholders’ equity		6,619,794			6,024,593

58

Comparative Historical and Unaudited Pro Forma Per Share Information

The following table sets forth the historical comparative share information for Bullish Global and FPAC on a standalone basis and the unaudited pro forma combined share information for the period for the six months ended June 30, 2021, after giving effect to the Business Combination, assuming two redemption scenarios:

• Assuming No Redemptions: This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for cash in the Trust Account and assuming the Sponsor forfeits 400,000 Private Placement Warrants of FPAC, the BR investors forfeit 100,000 Private Placement Warrants of FPAC, and the Exchange Ratio (as defined in the Business Combination Agreement) of Bullish Global Shares to Bullish Shares was calculated using the November 1, 2021 price of the digital assets (using the 20-day average price).

• Assuming Maximum Redemptions: This presentation assumes that 59,520,171 of FPAC Public shares are redeemed for their pro rata share of the cash in the Trust Account. This scenario gives effect to FPAC share redemptions of 59,520,171 shares for aggregate redemption payments of US$595,201,710 at a redemption price of US$10.00 per share based on the investments held in the Trust Account as of June 30, 2021, and assuming the Exchange Ratio (as defined in the Business Combination Agreement) of Bullish Global Shares to Bullish Shares was calculated using the November 1, 2021 price of the digital assets (using the 20-day average price). In addition, it assumes the Sponsor forfeits 1,950,000 Class A Ordinary Shares of Bullish otherwise issuable in the Business Combination in respect of the Sponsor’s Founder Shares and forfeits 400,000 Private Placement Warrants of FPAC. It also assumes the BR investors forfeit for cancellation an aggregate 100,000 Private Placement Warrants of FPAC.

The following comparative per share data is only a summary and should be read together with the historical financial information of FPAC and Bullish Global as well as the financial statements of FPAC and Bullish Global and related notes that are included elsewhere in this proxy statement/prospectus. The following comparative per share data is derived from, and should also be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/prospectus.

The comparative per share data does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of FPAC or Bullish Global would have been had the companies been combined during the period presented.

	Historical						Pro Forma Combined
	Bullish Global			FPAC			Assuming No Redemption			Assuming Maximum Redemption
	(in US$ thousands, except per share information)
Weighted average shares outstanding — basic and diluted (in thousands)
Class A		225,000			60,000			1,172,739			1,111,269
Class B		N/A			9,750			N/A			N/A
Period for the six months ended June 30, 2021
Profit/(loss) for the period ended June 30, 2021 attributable to the owners of the parent		(172,626	)		11,930			(169,867	)		(169,055	)
Class A attributable profit/(loss) per share -basic and diluted		(0.77	)		0.17			(0.14	)		(0.15	)
Class B attributable profit/(loss) per share -basic and diluted		N/A			0.17			N/A			N/A
Equity attributable to owners of the parent		4,688,330			(55,952	)		6,619,794			6,024,593
Class A attributable equity per share -basic and diluted		20.84			(0.80	)		5.64			5.42
Class B attributable equity per share -basic and diluted		N/A			(0.80	)		N/A			N/A

59

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the Annexes, in evaluating the Business Combination and the proposals to be voted on at the Special Meeting. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Bullish, FPAC or Bullish Global may face additional risks and uncertainties that are not presently known to Bullish, FPAC or Bullish Global, or that Bullish, FPAC or Bullish Global currently deems immaterial, which may also impair Bullish’s, FPAC’s or Bullish Global’s business or financial condition. In this section, unless the context indicates otherwise, Bullish refers to Bullish Global and its subsidiaries prior to the consummation of the Business Combination, and to Bullish and its subsidiaries, including Bullish Global, following consummation of the Business Combination.

Risks Related to Bullish’s Business Strategy and Operations

As an early stage company entering a highly competitive market with limited operating history, the operations of Bullish are nascent, unproven and subject to material legal, regulatory, operational, reputational, financial, tax, market, credit and other risks.

Bullish has limited operating history in the highly competitive digital assets industry. The Bullish Exchange commenced the Soft Launch in November 2021 and Bullish currently expects to commence the Full Launch on or around December 21, 2021. In addition, Bullish is not currently profitable from its operations and it has not been since its inception. Bullish may fail to develop and launch its products and services. There is no assurance that Bullish will achieve an acceptable return on shareholders’ investments and the likelihood of success must be considered in light of the early stage of its operations. Even if Bullish accomplishes its operational objectives, it may not generate positive cash flows or profits.

As a young business, Bullish may be more vulnerable to such risks and corresponding risk events may have a more disproportionate impact on its business, operations and reputation relative to a more mature or established business.

The Bullish Treasury is primarily intended for providing liquidity on the Bullish Exchange through contribution to the liquidity pools. If Bullish is unable to successfully build its business while controlling expenses, its ability to continue its business could depend on the ability to raise sufficient additional capital, obtain sufficient financing and monetize assets. There can be no guarantee that Bullish will be able to raise funding in sufficient quantity or at acceptable terms to fund the continued development of its business. The occurrence of any of the foregoing risks would have an adverse effect on Bullish’s business, financial condition and results from operations.

Furthermore, as Bullish’s business will be subject to legal, regulatory, operational, reputational, tax and other risks in every jurisdiction, including those applicable due to its use of cryptocurrency and blockchain technology, there is no assurance its business will ever be profitable. Bullish may fail to develop its products and services or produce a return for its investors. Without limiting the generality of the foregoing, Bullish does not plan to offer the Exchange services in the United States at Launch due to federal and state legal and regulatory restrictions. See “— Regulatory Compliance — Bullish’s failure to obtain and maintain required regulatory licenses or approvals, or otherwise comply with any laws and regulations, could adversely affect its ability to launch its product or to offer its product to certain segments of customers around the world. In particular, Bullish does not plan to offer the Exchange services in the United States or mainland China at Launch.”

From time to time, Bullish may also offer new products and services or undertake other strategic projects. There are substantial risks and uncertainties associated with these efforts and Bullish could invest significant capital and resources into such efforts. Regulatory requirements can affect whether initiatives are able to be brought to market in a manner that is timely and attractive to Bullish’s customers. Initial timetables for the

60

development and introduction of new products or services and price and profitability targets may not be met. New products or services may need to be initially launched on a limited basis. In addition, Bullish’s revenues and costs may fluctuate because new products and services generally require startup costs while revenues take time to develop, which could adversely impact Bullish’s results of operations.

You should consider Bullish’s business and prospects in light of the risks and significant challenges it faces as a new entrant into its industry, including, among other things, with respect to its ability to:

• develop, launch and operate a reliable and quality cryptocurrency trading platform;

• obtain necessary regulatory approvals in a timely manner;

• build a well-recognized and respected brand;

• establish and expand its customer base;

• implement, maintain and improve its operational efficiency;

• execute its business model and maintain reliable, secure, high performance and scalable technology infrastructure;

• navigate in a new and rapidly evolving and changing space;

• predict its future revenues and appropriately budget for its expenses;

• attract, retain and motivate talented employees;

• anticipate trends that may emerge and affect its business;

• anticipate and adapt to changing market conditions, including technological developments and changes in the competitive landscape; and

• navigate an evolving and complex global regulatory environment.

If Bullish fails to adequately address any or all of these risks and challenges, such failure could have an adverse effect on Bullish’s reputation, business, financial condition, results from operations and share price.

Bullish may not be able to adapt quickly or effectively to changes in the fast-evolving digital assets industry and regulatory environment.

The fast-evolving digital assets industry has been characterized by many rapid, significant, and disruptive products, services and technologies in recent years. Bullish expects new products, services and technologies to continue to emerge and evolve, which may be superior to, or render obsolete, the products and services that Bullish intends to provide. Competitors may be able to respond more quickly and effectively than Bullish can to new or changing opportunities, technologies, standards or customer requirements. Bullish cannot predict the effects of new products, services and technologies on Bullish’s proposed business. Unlike many of its competitors, Bullish has limited operating history and has not fully established its customer base and has limited personnel and other resources. Because of its current stage of business development, Bullish may not be able to adapt quickly or effectively to changes in the industry. Bullish believes that its ability to grow its customer base and net revenue will depend heavily on its ability to innovate and create successful new products and services and to keep pace with rapidly changing technology. In particular, developing and incorporating new products and services into its business may require substantial expenditures, take considerable time, and ultimately may not be successful. Any new products or services could fail to attract customers, generate revenue, or perform or integrate well with third-party applications and platforms. In addition, Bullish must continue to enhance its technical infrastructure and other technology offerings to remain competitive and maintain a platform that has the required functionality, performance, capacity, security, and speed to attract and retain customers. Moreover, Bullish’s ability to adapt and compete with new products and services may be inhibited by regulatory requirements and general uncertainty in the law, constraints by Bullish’s banking partners and payment

61

processors, third-party intellectual property rights, or other factors. The success of Bullish’s business also depends on its ability to address and adapt quickly or effectively to changes in the regulatory environment of the digital assets industry.

As a result, Bullish expects to expend significant costs and expenses to develop Bullish’s Exchange platform to meet the evolving needs of the industry. Bullish’s success will depend on its ability to develop and incorporate new offerings and adapt to technological changes, evolving industry practices and the regulatory environment. If Bullish is unable to do so in a timely or cost-effective manner, its business and ability to successfully compete and attract new customers may be adversely affected. If Bullish’s technology solutions do not work as planned, or do not meet or continue to meet the level of quality required, its customers or its regulators, it may make transacting business less efficient, more expensive and potentially prone to errors, thereby reducing the positive effects Bullish seeks to make available to its customers through the adoption of blockchain technology.

Risks Related to Being a Public Company

Bullish does not have experience operating as a U.S. public company and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act.

Bullish does not have experience operating as a U.S. public company. Some of Bullish’s proposed executive officers have only limited experience in managing a U.S. public company, which makes their ability to comply with applicable laws, rules and regulations uncertain. Bullish’s failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject Bullish or its management to regulatory scrutiny or sanction, which could harm its reputation and share price.

Prior to becoming a U.S. reporting company, Bullish has not previously been required to prepare or file periodic and other reports with the SEC or to comply with the other requirements of U.S. federal securities laws applicable to public companies. Bullish has not previously been required to establish and maintain the disclosure controls and procedures, and internal controls over financial reporting applicable to a public company in the United States, including Sarbanes-Oxley. Although Bullish is in the process of developing and implementing its governance, compliance, risk management and control framework and culture required for a public company, Bullish may not be able to meet the requisite standards expected by the U.S. regulators and/or its investors. Bullish may also encounter errors, mistakes and lapses in processes and controls resulting in failure to meet the requisite standards expected of a public company.

As a U.S. reporting company, Bullish will incur significant legal, accounting and other expenses. Compliance with reporting, internal control over financial reporting and corporate governance obligations from which foreign private issuers are not exempt may require members of its management and its finance and accounting staff to divert time and resources from other responsibilities to ensure these additional regulatory requirements are fulfilled and may increase Bullish’s legal, accounting, insurance and compliance costs. Bullish cannot predict or estimate the amount of additional costs it may incur or the timing of such costs.

If it fails to adequately implement the required governance and control framework and culture, Bullish can be more at risk of failing to comply with significant rules or requirements associated with being a public company. Such failure could result in the loss of investor confidence and could harm Bullish’s reputation and cause the market price of Bullish’s securities to decline. Other challenges in complying with these regulatory requirements may arise because Bullish may not be able to complete its evaluation, testing and any required remediation in a timely fashion. In addition, any current or future controls may be considered as inadequate due to changes or increased complexity in regulations, operating environment or other reasons.

Due to inadequate governance and internal control policies, misstatements or omissions due to error or fraud may occur and may not be detected, which could result in failures to make required filings in a timely manner

62

and make filings containing incorrect or misleading information. Any of these outcomes could result in SEC enforcement actions, monetary fines or other penalties, litigations, damage to Bullish’s reputation, business, financial condition, operating results and share price.

As a foreign private issuer, Bullish is exempt from a number of rules under U.S. securities laws and is permitted to file less information with the SEC than U.S. public companies; as a result investors may receive less information regarding Bullish that may adversely impact their investment decision making.

Bullish is a foreign private issuer, as defined in the SEC rules and regulations, and, consequently, it is not subject to all the disclosure requirements applicable to companies organized within the United States, including certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, Bullish’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of the Company’s securities. Moreover, Bullish is not required to file periodic reports and financial statements with the SEC as frequently or promptly as U.S. public companies. Accordingly, there may be less publicly available information concerning Bullish than there is for U.S. public companies, which may adversely impact investors’ decision making with respect to Bullish’s securities.

As a foreign private issuer and “controlled company,” Bullish can rely on exemptions from certain corporate governance requirements that provide greater protection to shareholders of other companies.

As a foreign private issuer, Bullish may generally follow home country practice with respect to certain matters of corporate governance in lieu of the comparable governance provisions of the NYSE listing rules except for certain matters, including the composition and responsibilities of the audit committee and the independence of its members within the meaning of the rules and regulations of the SEC. The Cayman Islands home country practices that Bullish follows may afford less protection to holders of Bullish’s securities than that provided under the NYSE listing rules.

Upon the consummation of the Business Combination, Block.one will beneficially own Class B Ordinary Shares (each of which is entitled to ten votes) with a substantial majority of Bullish’s voting power. As a result, Bullish will be a “controlled company” within the meaning of the NYSE listing rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and will be permitted to elect to not comply with certain corporate governance requirements, including the requirement that a majority of the board of directors consist of independent directors, the requirement that the nominating and corporate governance committee is composed entirely of independent directors, and the requirement that the compensation committee is composed entirely of independent directors.

As a result of Bullish’s foreign private issuer and “controlled company” status, Bullish’s securityholders may be afforded less protection under the NYSE listing rules and SEC regulations than other public companies.

Bullish may not be able to consistently comply with all of NYSE’s Listing Rules.

As a public company, Bullish will be subject to NYSE listing rules. If it fails to meet the requirements of the applicable listing rules, such failure may result in Bullish not being listed by the NYSE, suspension of trading of its shares or delisting in the future. This may further result in legal or regulatory proceedings, fines and other penalties, legal liability for Bullish, inability for Bullish’s shareholders to trade their shares and negatively impact Bullish’s share price, reputation and public perception, operations and financial position, as well as its ability to conduct future fundraising activities, whether in or outside of the U.S.

63

If Bullish is unable to remediate material weaknesses in its internal control over financial reporting that it identifies or otherwise fails to maintain an effective system of internal controls, it may not be able to accurately or timely report its financial condition or results of operations.

Though no material weakness has been identified in connection with the audits of Bullish Global’s consolidated financial statements as of December 31, 2020, Bullish may subsequently identify material weaknesses with, or in the effectiveness of, its internal controls. Bullish’s failure to correct the material weaknesses or failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in its financial statements and could also impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis, which could cause investors to lose confidence in its reported financial information, which may result in volatility in and a decline in the market price of Bullish securities.

Upon completion of this Business Combination, Bullish Global will become a wholly owned subsidiary of Bullish. Prior to the filing of the registration statement of which the proxy statement/prospectus is a part, Bullish was not subject to the Sarbanes-Oxley Act, and Section 404 thereof will require that Bullish include a report from management on the effectiveness of its internal control over financial reporting in its annual report on Form 20-F. It may take Bullish time to develop the requisite internal control framework. Bullish’s management may conclude that its internal control over financial reporting is not effective, or the level at which Bullish’s controls are documented, designed, operated or reviewed is not adequate, and may result in Bullish’s independent registered public accounting firm issuing a report that is qualified. In addition, the reporting obligations may place a significant strain on Bullish’s management, operational and financial resources and systems for the foreseeable future. Bullish may be unable to complete its evaluation testing and any required remediation in a timely manner.

During the course of documenting and testing Bullish’s internal control procedures, in order to satisfy the requirements of Section 404, Bullish may subsequently identify weaknesses and deficiencies in its internal control over financial reporting. In addition, if Bullish fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, it may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. If Bullish fails to achieve and maintain an effective internal controls environment, it could result in material misstatements in its financial statements and a failure to meet its reporting obligations, which may cause investors to lose confidence in its reported financial information. This could in turn limit its access to capital markets and harm its results of operations. Bullish may also be required to restate its financial statements from prior periods if such weaknesses and deficiencies are identified. Additionally, ineffective internal control over financial reporting could expose it to increased risk of fraud or misuse of corporate assets and subject it to potential delisting from the stock exchange on which it lists, regulatory investigations and civil or criminal sanctions. All of which could adversely impact Bullish’s reputation, business, results of operations, financial condition and share price.

Industry data, projections and estimates relied upon by Bullish are inherently uncertain, subject to interpretation and may not have been independently verified.

Information concerning Bullish’s industry and the markets in which Bullish intends to operate is obtained from independent industry and research organizations and other third-party sources. Industry projections and estimates are derived from publicly available information released by independent industry analysts and third-party sources. Bullish has not independently verified any such third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which Bullish operates are subject to uncertainty and risk due to a variety of factors. As a result, inaccuracies in third-party information, or in the projects, may lead to adverse impact on assumptions that are relied upon for internal business planning and analysis purposes.

64

Block.one is a majority shareholder of Bullish. The concentration of ownership may affect the market demand for Bullish shares.

Upon closing of the Business Combination, Block.one will hold Class B Ordinary Shares, with ten votes per share, and will hold a majority of Bullish’s voting equity even if its equity ownership declines below a majority. While Block.one maintains such holding, and as a consequence of such holding, Block.one will have substantial influence over Bullish’s business, including decisions regarding mergers, consolidations, the sale of all or substantially all of its assets, election of directors, declaration of dividends and other significant corporate actions. As the controlling shareholder, Block.one may take actions that are not in the best interests of Bullish’s other shareholders. These actions may be taken in many cases even if they are opposed by Bullish’s other shareholders. In addition, this concentration of ownership may discourage, delay or prevent a change in control which could deprive shareholders of an opportunity to receive a premium to the trading price for the shares as part of a sale of Bullish.

Material adverse incidents associated with Block.one may adversely impact Bullish’s reputation, business and financial position and share price.

Significant negative news, adverse legal or regulatory findings, material litigation, reputational damage and other material adverse developments associated with Block.one may also adversely impact Bullish’s reputation, business and financial position and share price.

For example, Block.one and the intended Chairman of the Bullish Board are defendants in a class action lawsuit in the U.S. in relation to Block.one’s sale of ERC-20 tokens, in which a settlement agreement has been reached subject to the court’s final approval. If for any reason the settlement is not approved or the agreement is terminated, the class action will continue and may conceivably lead to adverse findings with respect to Block.one, EOSIO and EOS. In addition, there have been allegations of potential market manipulation by unknown parties during the token sale that have caused, and may continue to cause, negative media coverage about Block.one and Bullish. Such negative media coverage as well as any legal or regulatory proceedings concerning such allegations may adversely impact Bullish’s reputation, business, financial condition, cryptocurrency holdings, share price and ability to raise additional capital in the U.S.

The price of Bullish’s share price may be volatile.

The price of Bullish’s shares may fluctuate due to a variety of factors. Particularly, Bullish’s shares may be volatile due to (i) fluctuation in the price of digital assets carried on its balance sheet and (ii) fluctuation in revenue, which could be both positively and negatively affected by increased or decreased trading levels on the Bullish Exchange in response to variations in price.

In addition, Bullish’s shares may fluctuate due to other factors, including:

• the number of Bullish’s shares publicly owned and available for trading;

• overall performance of the equity markets or publicly-listed cryptocurrency trading platform companies;

• Bullish’s actual or anticipated operating performance and the operating performance of its competitors;

• changes in the projected operational and financial results Bullish provides to the public or its failure to meet those projections;

• failure of securities analysts to initiate or maintain coverage of Bullish, changes in financial estimates by any securities analysts who follow its company, or its failure to meet the estimates or the expectations of investors;

• any major change in the board of directors, management, or key personnel;

• rumors and market speculation involving Bullish, Block.one or other companies in the industry;

65

• announcements by Bullish or its competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments;

• changes in or losses of counterparty relationships considered important to support the business operations of Bullish;

• market perception about whether Bullish’s listing is successful;

• the impact of a securities or industry analysts issuing an adverse or unfavorable opinion regarding Bullish’s business or not publishing research or publishing unfavorable research about its business; and

• other events or factors, including those discussed elsewhere in these risk factors, or those resulting from COVID-19, war, incidents of terrorism, or responses to these events.

If Bullish’s share price falls, it may not be able to successfully leverage its listed status to grow its business and operations, or attract additional capital investments in the future. This may adversely affect Bullish’s reputation, financial condition and business and its ability to attract and retain customers.

The prominence of being a publicly listed company operating a regulated exchange and consequent disclosure obligations may increase any adverse impact on Bullish’s reputation, its operations and ability to attract and retain customers.

Unlike a private company that is subject to less public attention and regulatory obligations, the prominence of being a publicly listed company operating a regulated exchange and consequent disclosure obligations may increase the impact of any financial and non-financial risks on Bullish. Bullish intends to market its product and services to its investors and therefore there may be an overlap between Bullish’s customer base and its investor base. If a material adverse event associated with Bullish occurs, Bullish’s reputation, its ability to attract and retain customers, its business operations and financial condition and share price may be more adversely impacted than that of a private company.

Bullish will indemnify the liabilities of its directors and officers and may incur additional operating costs and liability.

Bullish, as a Cayman Islands exempted company, may indemnify its directors or officers and that of members of the Bullish Group, except with regards to dishonesty, willful default or fraud. Bullish has or will enter into indemnification agreements with its and Bullish Group members’ directors and executive officers, pursuant to which Bullish may agree to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer. Bullish may also maintain directors’ and officers’ liability insurance policies. Bullish may therefore incur liability from the acts and omissions of its and Bullish Group members’ directors and officers.

Following the consummation of the Business Combination, Bullish will assume FPAC’s liabilities arising from facts or events on or before the Business Combination and Bullish expects to indemnify individuals who are FPAC’s directors and officers as of the date of the Business Combination in respect of such liabilities and maintain a directors’ and officers’ liability insurance policy. Bullish must use its commercially reasonable efforts to purchase (or allow FPAC to purchase) a tail insurance policy extending FPAC’s directors’ and officers’ indemnity insurance for six years (from the Closing of the Business Combination).

As a result, Bullish may incur additional liability due to the Business Combination and its indemnification obligation towards its, Bullish Group members and FPAC’s directors and officers as described above, which may negatively affect its results of operations. Any maintenance of directors’ and officers’ liability insurance policies will also result in additional costs for Bullish. Bullish expects that from being a public company and having requirements to comply with applicable rules and regulations will make it more expensive for it to obtain director

66

and officer liability insurance, and Bullish may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for Bullish to attract and retain qualified members of its board of directors and qualified executive officers.

Financial Risks

Bullish’s strategy and focus on delivering high-quality, regulated, easy-to-use, and secure cryptocurrency-related financial services may not maximize short-term or medium-term financial results.

Bullish has taken, and expects to continue to take, actions that it believes to be in the best interests of its potential customers and the long-term interests of its business, even if those actions do not necessarily maximize short-term or medium-term results. These may include expending significant managerial, technical, and legal efforts on complying with laws and regulations that are applicable to products and services and ensuring that products are secure. Bullish’s public and regulated status may also limit its ability to expand its product and services offerings or extend such offerings to certain markets and locations, which may result in Bullish missing material opportunities to generate revenue. Bullish also intends to focus on driving long-term engagement with customers through innovation and developing new products and technologies. These decisions may not be consistent with the short-term and medium-term expectations of Bullish’s shareholders and may not produce the long-term benefits that are expected, which could have an adverse effect on Bullish’s business, operating results, and financial condition.

Bullish expects its operating expenses to increase in the foreseeable future and may not be able to achieve profitability or achieve positive cash flow from operations on a consistent basis, if at all.

Bullish anticipates that its operating expenses will increase substantially in the foreseeable future as Bullish continues to hire additional employees, expand its sales and marketing efforts, develop additional products and services, and expand its international business. Moreover, Bullish expects to incur significant legal, accounting, advisory and other expenses, including substantially higher costs to obtain and maintain director and officer liability insurance, as a result of becoming a public company. This may prove more expensive than Bullish currently anticipates, and Bullish may not succeed in increasing its revenue sufficiently to offset these higher expenses. Bullish’s revenue growth may slow, or its revenue may decline for a number of other reasons, including reduced demand for its offerings, increased competition, increased cost of regulatory compliance, a decrease in the growth or size of the industry in which Bullish operates, or any failure to capitalize on growth opportunities. Any failure to increase its revenue could prevent Bullish from achieving profitability. Bullish cannot be certain that its business will be able to achieve profitability or achieve positive operating cash flow on any quarterly or annual basis. As the Bullish Treasury is primarily intended for providing liquidity on the Bullish Exchange, Bullish does not expect the Treasury to continuously provide additional working capital to cover Bullish’s operating expenses. If Bullish is unable to effectively manage these risks and difficulties as Bullish encounters them, its business, operating results, and financial condition may suffer.

Bullish’s operating results may significantly fluctuate due to the highly volatile nature of the cryptocurrency industry and factors outside of Bullish’s control.

The majority of Bullish’s proposed sources of revenue are dependent on digital assets and the broader digital asset industry. Due to the highly volatile nature of the digital asset industry and the prices of digital assets, Bullish’s operating results may fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader cryptocurrency industry. Bullish’s operating results may continue to fluctuate significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of its control, including:

• Bullish’s dependence on digital asset trading activity, including trading volume and the prevailing trading prices for digital assets, whose trading prices and volume can be highly volatile;

• the fluctuation of the value of cryptocurrencies and Bullish’s revenue due to market volatility;

67

• Bullish’s ability to attract, maintain, and grow a customer base and engage its future customers;

• Bullish’s ability to diversify and grow product and service offerings, generate revenue and remain competitive in a rapidly innovating and expanding industry;

• adding and removing of digital assets on the Bullish Exchange platform;

• the dominance of certain type of cryptocurrency such as bitcoin over other types of cryptocurrencies;

• pricing for Bullish’s products and services;

• the continued growth of the cryptocurrency investor community due to factors outside of Bullish’s control;

• investments Bullish makes in the development of products and services as well as technology offered to its partners, international expansion, and sales and marketing;

• Bullish’s ability to develop and maintain important counterparty and supplier service relationships;

• macroeconomic conditions;

• changes in the legislative or regulatory environment, or actions by governments or regulators, including fines, orders, or consent decrees;

• regulatory changes that impact Bullish’s ability to offer certain products or services;

• adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;

• the development and introduction of existing and new products and services by Bullish or its competitors;

• increases in operating expenses that Bullish expects to incur to grow and expand its operations and to remain competitive;

• system failure or outages, including with respect to the Bullish Exchange platform and third-party networks;

• failure of Bullish Exchange infrastructure to respond to network events such as forks or airdrops with respect to supported digital assets;

• breaches of security or privacy;

• inaccessibility of the Bullish Exchange platform due to its or third-party actions; and

• Bullish’s ability to attract and retain talent.

As a result of these factors, it is difficult for Bullish to forecast growth trends accurately and its business and future prospects are difficult to evaluate, particularly in the short term. In view of the rapidly evolving nature of Bullish’s business and the digital asset industry, period-to-period comparisons of Bullish’s operating results may not be meaningful, and shareholders should not rely upon them as an indication of future performance. Quarterly and annual expenses reflected in Bullish’s financial statements may be significantly different from historical or projected rates. Bullish’s operating results in one or more future quarters may fall below the expectations of securities analysts and investors. As a result, the trading price of Bullish’s share price may increase or decrease significantly.

If the prices of digital assets and volume of transactions conducted on the Bullish Exchange platform declines, Bullish’s business, operating results and financial condition would be adversely affected.

Bullish expects to generate a substantial portion of its revenues from transaction fees and margin fees paid to it by customers in connection with trading of digital assets. Declines in the price, Trading Volume or market liquidity of digital assets may result in lower revenue from liquidity fees, transaction fees and margin fees in the future.

68

The price, Trading Volume and market liquidity of digital assets across the market is subject to significant uncertainty and volatility, depending on a number of factors, including:

• market conditions for the digital assets;

• changes in liquidity, market-making volume and trading activities;

• trading activities on other digital asset platforms worldwide, many of which may be unregulated;

• investment and trading activities of highly active retail and institutional customers, speculators, arbitrageurs, miners and investors;

• the speed and rate at which digital assets are able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all;

• decreased customer and investor confidence in digital assets and digital asset platforms;

• negative publicity and events relating to digital assets;

• unpredictable social media coverage or “trending” of digital assets;

• the ability for digital assets to meet customer and investor demands;

• the functionality and utility of digital assets and their associated ecosystems and networks, including digital assets designed for use in various applications;

• impact of digital asset network events such as forks;

• consumer preferences and perceived value of digital assets and digital asset markets;

• increased competition from other payment services or other digital assets that exhibit better speed, security, scalability, or other characteristics;

• regulatory or legislative changes and updates affecting the digital assets;

• the characterization of digital assets and Bullish’s automated market maker system under the laws of various jurisdictions around the world;

• the maintenance, troubleshooting and development of the blockchain networks underlying digital assets, including by miners, validators and developers worldwide;

• the ability for digital asset networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

• ongoing technological viability and security of digital assets and their associated smart contracts, applications and networks, including actual or perceived threats and vulnerabilities against cyberattacks and scalability;

• fees and speed associated with processing digital asset transactions, including on the underlying blockchain networks and on digital asset platforms;

• financial strength of market participants;

• the availability and cost of funding and capital;

• the liquidity of digital asset platforms;

• interruptions in service from or failures of major digital asset platforms;

• availability of an active derivatives market for various digital assets;

• availability of banking, payment and custody services to support projects in connection with digital assets;

• level of interest rates and inflation;

69

• monetary policies of governments, trade restrictions and fiat currency devaluations; and

• national and international economic and political conditions.

There is no assurance that any supported digital asset will maintain its value or that there will be meaningful levels of trading activities. In the event that the price of digital assets or the demand for trading digital assets decline, Bullish’s business, operating results and financial condition would be adversely affected.

A significant amount of the Trading Volume on the Bullish Exchange platform may come from a relatively small number of customers, and the loss of these customers, or a reduction in their Trading Volume, could have an adverse effect on Bullish’s business, operating results, and financial condition.

A relatively small number of institutional market makers, arbitrageurs and high-transaction volume customers may account for a significant amount of the Trading Volume on the Bullish Exchange and its net revenue. As a result, a loss of these customers, or a reduction in their Trading Volume, and the inability of Bullish to replace these customers with other customers, could have an adverse effect on Bullish’s business, operating results, and financial condition.

The value of digital assets on Bullish’s balance sheet may fluctuate significantly due to the highly volatile nature of digital asset markets. Similarly, fluctuations in fiat currency exchange rates could also have an adverse effect on the results of operations of Bullish.

The Bullish Treasury will deploy digital assets from its own significant balance sheet through the Liquidity Pools to provide liquidity on the Bullish Exchange. Due to the highly volatile nature of digital assets and the prices of digital assets, Bullish’s financial condition will fluctuate significantly in accordance with movements in the digital asset market. The Treasury is expected to hold bitcoin, Ether, EOS, specific stablecoins and U.S. dollars. Since bitcoin will account for a significant portion of the digital assets held by the Treasury, the volatility of bitcoin will significantly impact on the value of digital assets on Bullish’s balance sheet.

The table below provides based on 30 day average price movements the impact to the value of digital assets as of June 30, 2021:

Type of Digital Asset	Quantity (‘000)		Price (US$’000)		Value of Digital Assets (US$ million)		30d average price movements			Price adjustment upwards upon 30d average price movement (US$’000)		Impact to Digital Assets on balance sheet upon price upwards movements (US$ million)		Price adjustement downwards upon 30d average price movement (US$’000)		Impact to Digital Assets on balance sheet upon price downwards movements (US$ million)
BTC		142		35		4,974		23.66	%		43		1,177		27		(1,177	)
EOS		20,200		0.004		84		23.06	%		0.005		19		0.003		(19	)
Total						5,058							1,196				(1,196	)

In addition, fluctuations in fiat currency exchange rates could also have an adverse effect on the results of operations of Bullish. Revenue generated and expenses incurred from Bullish’s international operations may be denominated in the currencies of the local countries. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect Bullish’s revenue and operating results reflected in Bullish’s U.S. dollar-denominated financial statements

Bullish may not be able to effectively manage its growth, particularly in relation to the scaling of operations while maintaining effective control of operations, processes and technology.

As Bullish grows its business, its employee headcount and the scope and complexity of its business may increase dramatically. Consequently, if Bullish’s business grows at a rapid pace, it may experience difficulties

70

maintaining this growth and building the appropriate processes and controls. Growth may increase the strain on resources, causing operating difficulties, including difficulties in daily operation, research and development, maintaining internal controls, marketing, designing products and services and meeting customer needs. If Bullish does not adapt to meet these challenges, it could have an adverse effect on its business, financial condition and results of operations.

The nature of Bullish’s business requires the application of complex financial accounting rules that are uncertain and may change from that presented.

The accounting rules and regulations that Bullish must comply with are complex and subject to interpretation by the International Accounting Standards Board, or the IASB, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. There is limited precedent and guidance for financial accounting of digital assets and related valuation and revenue recognition, and limited official guidance has been provided by the IASB or the SEC. In addition, new accounting pronouncements, or changed interpretations of accounting pronouncements or policies have occurred and may occur in the future that may be applied retroactively. Bullish makes certain estimates and assumptions related to the adoption and interpretation of accounting principles including valuation, revenue recognition, treatment of the Liquidity Pools, margin activities and custodial activities among other issues in preparing financial statements. As such, these uncertainties in or changes to regulatory or financial accounting standards could result in the need to change Bullish’s accounting methods, restate historical financial statements, impair Bullish’s ability to provide timely and accurate financial information and require enhancements or changes to processes or systems with increased costs. This could adversely affect Bullish’s financial statements, result in a loss of investor confidence, and more generally impact the business, operating results, and financial condition.

Recent actions and public comments from the IASB and the SEC have also focused on the integrity of financial reporting and internal controls. As a result, the accounting policies for companies with exposure to digital assets are being subject to heightened scrutiny by regulators and the public. There remains significant uncertainty on how companies can account for digital asset transactions, digital assets and related revenue. The complexity may mean financial results are difficult to interpret.

Bullish’s liquidity pricing methodologies are impacted by a number of factors, are untested and ultimately may not be successful in attracting and retaining customers and business partners.

Due to the competition in the industry, Bullish’s competitors may create pricing pressure and it may be expected that the fees charged by them will decline over time. Bullish’s liquidity pricing methodologies (i.e. automated market makers) are impacted by a number of factors and are untested. If Bullish is unable to effectively manage its liquidity pricing methodologies and respond to pricing pressure, it may not be successful in attracting and retaining customers and business partners, which could have an adverse effect on Bullish’s business, financial condition and results of operations.

Bullish is exposed to risks relating to the availability of capital to fund working capital, including regulatory capital requirements, margin requirements and required advances to payment providers.

Bullish is required to possess sufficient financial soundness and strength to adequately support its operations. Bullish is exposed to risks relating to the availability of capital to fund working capital, including regulatory capital requirements, margin requirements and required advances to payment providers. Bullish may from time to time incur indebtedness and other obligations which could make it more difficult to meet these capitalization requirements or any other requirements. Insufficient working capital may make Bullish unable to meet financial obligations or liquidity requirements as needed. In addition, Bullish could become subject to new capital requirements introduced or imposed by regulators. Any change or increase in these regulatory requirements could have an adverse effect on Bullish’s business, operating results and financial condition.

Bullish believes that its initial contribution of capital to the Bullish Exchange complies with the regulatory requirements set by the Gibraltar Financial Services Commission (the “GFSC”). However, it is possible Bullish

71

may experience errors in fiat currency and digital asset handling, accounting and regulatory reporting that lead Bullish to be out of compliance with these requirements. In addition, regulators may increase the amount of regulatory capital that Bullish is required to maintain for Bullish’s operations. If Bullish is unable to maintain the required reserves, Bullish may have to change its business operations, and may be subject to regulatory sanctions, penalties, the revocation of licenses or other adverse regulatory actions as well as negative impact on its business, reputational, and financial condition.

Bullish will conduct its business operations through subsidiaries and may in the future rely on dividends from subsidiaries for a substantial amount of its cash flows.

Bullish may in the future depend on dividends, distributions and other payments from its subsidiaries to fund payments on obligations, including any future debt obligations that may be incurred. Regulatory and other legal restrictions may limit the ability to transfer funds to or from certain subsidiaries. Certain subsidiaries may be subject to laws and regulations that authorize regulatory bodies to block or reduce the flow of funds to Bullish, or that prohibit such transfers altogether in certain circumstances. These laws and regulations may hinder Bullish’s ability to access funds that may be needed to make payments on its obligations, including any future debt obligations that may be incurred and otherwise conduct its business by, among other things, reducing liquidity in the form of corporate cash. In addition to negatively affecting its business, a significant decrease in Bullish’s liquidity could also reduce investor confidence in the company.

Bullish may suffer losses due to abrupt and erratic market movements, which can also cause stress to all aspects of Bullish’s business and operations, including the operations of the Bullish Exchange and the Bullish Treasury.

The digital asset market has been characterized by significant volatility and unexpected price movements. Certain digital assets may become more volatile and less liquid in a very short period of time, resulting in market prices being subject to erratic and abrupt market movement, which could harm Bullish’s business. During times of market volatility, an asset price may move up or down suddenly in a single large movement or over a short period of time. Bullish’s products and services may be exposed to unforeseen and unforeseeable operational risks. Bullish’s ability to respond to market risk and extreme market conditions is untested. At times of extreme market conditions, certain product features, particularly the automated marketing making services, may not function as expected or at all and may need to be suspended or recalibrated. Because of this sudden movement, Bullish may be unable to execute or adjust risk management practices in a timely manner, which could result in potential losses. Bullish may also be unable to recover the losses suffered. Bullish’s market risk framework whilst still being developed is based on, among other things, periodic scenario-based stress tests and value at risk analysis and may not be able to fully anticipate extreme market conditions or “black swan” events. Since bitcoin will account for a significant portion of the digital assets held by the Bullish Treasury, the reliance on bitcoin may exacerbate the foregoing impacts. Failure to effectively manage such events can adversely impact Bullish’s reputation, business operations and financial condition.

Bullish’s exposure to credit risk from customers’ margin trading activities could result in losses.

Bullish intends to extend margin credit and leverage to customers via its margin lending facility, which will be collateralized by customers’ assets stored and segregated within their margin wallet. By permitting customers to invest in digital assets on margin, Bullish will rely upon its margin lending system to monitor customers’ real-time credit exposure and, in situations where there are abrupt changes in market values of the digital assets, to liquidate their margin positions before the size of their margin loan exceeds the value of assets segregated within their margin wallet. Failure of Bullish’s margin lending system to monitor customers’ real-time credit exposure and to liquidate the margin position in a timely manner, or if there is insufficient liquidity in the market to liquidate the margin positions in full, may result in losses to Bullish and adversely impact its business, operating results and financial condition. Bullish is developing processes and controls designed to manage credit risk related to our margin lending business. However, such processes and controls are untested and may not be fully effective in mitigating the risk.

72

Through Bullish Treasury’s contribution of assets into the Liquidity Pools, Bullish may experience losses, for which cost effective risk mitigation and hedging solutions may not be available.

The value of a liquidity provider’s staked assets contributed to the Liquidity Pools for automated market making can lose value compared to simply holding the tokens on their own. This risk is often described as “divergent loss” or “impermanent loss.” This occurs when the price of assets in the market making service diverge in either direction. The greater the divergence the greater the impermanent loss. The loss is described as impermanent because if the exact price at the time of entry and exit is the same, then the loss can be avoided entirely. The Bullish Treasury will contribute assets into Bullish’s Liquidity Pools. In doing so, the Treasury will attempt to optimize the allocation for revenue generation while operating within the limits of prudent asset exposure risk. By acting as a liquidity provider through the Treasury, Bullish will likely experience impermanent losses due to the volatility in a trading pair. Although the Treasury may attempt to mitigate such risk, cost effective risk mitigation and hedging solutions may not be available to the Treasury, which could adversely impact Bullish’s business, operating results, and financial condition.

Bullish relies on external financial and tax advisors to provide it with accurate advice, which may be wrong or inaccurate. Bullish may not be able to onboard external financial, tax advisors or auditors with the right skill sets and experience in the blockchain technology and digital assets industry and may not be able to maintain the services of external auditors.

Due to the complexity and novelty of the law, regulations and accounting standards relevant to blockchain technology and digital assets industry, Bullish has to from time to time rely on external financial and tax advisors to provide it with accurate advice. However, as the industry is relatively new, the interpretation of the applicable laws, regulations and accounting standards by its external advisors may be different from that of government authorities. The advice from external advisors may be wrong or inaccurate.

As there is a limited pool of suitably qualified financial and tax advisors with sufficient expertise in digital assets and blockchain technology, Bullish may not be able to onboard external advisors with the right skill sets and experience. Bullish may incur increased costs in obtaining external financial and tax advice from advisors with the appropriate level of quality and expertise.

Bullish has retained Deloitte as its external auditor. If Bullish is unable to maintain the relationship for any reason, Bullish may experience difficulties in obtaining the services of another audit service provider as they may be unwilling to onboard Bullish due to the perceived risks associated with the digital asset industry, its lack of operating history and its inability to maintain an existing relationship with its auditors. In this case, Bullish may not be able to obtain the required audit reports to maintain its listing status.

If Bullish is unable to secure quality services from suitably qualified external financial and tax advisors, as well as auditors or to obtain the required audit reports, Bullish may be exposed to increased legal, regulatory and financial risks. Further, it may not be able to maintain its listing status and its ability to conduct capital raising in the future can also be adversely impacted.

Any significant disruption in Bullish’s planned products and services, in its information technology systems, or in any of the blockchain networks it supports, could result in a loss of customers or own funds and/or assets and adversely impact Bullish.

Bullish’s reputation and ability to attract and retain customers and grow its business depends on its ability to operate its services at high levels of reliability, scalability and performance, including the ability to process and monitor, on a daily basis, a large number of transactions that occur at high volume and frequencies across multiple systems. Significant disruptions to its planned product and services and the underlying information technology systems and blockchain networks can lead to losses for both Bullish and its customers and adversely impact Bullish’s reputation, business, operating results, financial condition and share price.

73

The success of the Bullish Exchange, the ability of its customers to trade, and its ability to operate at a high level, are dependent on Bullish’s ability to access the blockchain networks underlying the supported digital assets, for which access is dependent on Bullish’s systems’ ability to access the internet. Further, the successful and continued operations of such blockchain networks will depend on a network of computers, miners, block producers or validators, and their continued operations, all of which may be impacted by service interruptions, which may be caused by a variety of technical, operational, legal, regulatory or geopolitical factors. Significant disruptions to the operation of the network computers, including miners, block producers and validators, can adversely impact the operations of the blockchain network and its ability to process transactions, which may in turn adversely impact on customers’ willingness to invest in the digital assets supported by the impacted network, and consequently their value.

Bullish’s systems, the systems of its third-party service providers and partners, and certain digital asset and blockchain networks may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, break-ins, sabotage, human error, vandalism, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. Blockchain network transactions may sometimes experience clogging, which may impact Bullish’s ability to process transactions and settlements. In addition, extraordinary Trading Volumes or site usage could cause Bullish’s computer systems to operate at an unacceptably slow speed or even fail.

Some of Bullish’s systems, or the systems of its third-party service providers and partners are not fully redundant. Bullish’s business continuity and disaster recovery planning framework is being developed and has not been tested in a real operational environment, and may not be sufficient to address all possible risks or events. Similarly, the business continuity and disaster recovery planning of Bullish’s third party service providers may also be insufficient.

If any of Bullish’s systems, or those of its third-party service providers, are disrupted for any reason, Bullish’s planned products and services may fail, resulting in unanticipated disruptions, slower response times and delays in Bullish’s potential customers’ trade execution and processing, failed settlement of trades, incomplete or inaccurate accounting, recording or processing of trades, unauthorized trades, loss of customer information, increased demand on limited customer support resources, customer claims, complaints with regulatory organizations, lawsuits or enforcement actions. A prolonged interruption in the availability or reduction in the availability, speed or functionality of Bullish’s products and services could harm its business.

Frequent or persistent interruptions in Bullish’s services could cause potential customers to believe that its systems are unreliable, leading them to switch to competitors or to avoid or reduce the use of Bullish’s planned products and services. Such interruptions can also result in trading losses for Bullish or its customers, leading to increased legal liability, fines, sanctions and other penalties, and could significantly harm Bullish’s reputation, business and financial condition.

Problems with the reliability or security of Bullish’s systems would harm its reputation and may lead to claims brought by customers or other third parties, damage to Bullish’s reputation and the cost of remedying these problems could negatively affect Bullish’s business, operating results and financial condition. The business continuity management capability of Bullish is not fully developed, and as a result, customers may face periods of service disruption which could lead to adverse reputational harm.

Furthermore, Bullish aims to continually improve and upgrade its information systems and technologies. Implementation of new systems and technologies is complex, expensive, time-consuming, and may not be successful. Upgrades and patches could also result in platform downtime, which may impact the experience of Bullish’s customers and the continuous availability of Bullish’s services. If Bullish fails to timely and successfully implement new information systems and technologies, or improvements or upgrades to existing information systems and technologies, or if such systems and technologies do not operate as intended, it could

74

have an adverse impact on Bullish’s business, internal controls (including internal controls over financial reporting), operating results and financial condition.

Bullish will rely heavily on the use of new, innovative technology to service its business. Bullish may not be successful in developing and deploying the necessary technology to keep pace with rapidly changing technology to service its business; or the new technologies may take longer to develop and implement than anticipated.

Bullish will rely heavily on the use of technology that it has created or plans to create by itself or with other third-parties as much of the existing technology for the financial services business was not built to service digital assets, which require a unique set of considerations. The blockchain-based architecture of the Bullish Exchange, which Bullish believes is relatively unique may not operate as intended or may inhibit scalability of its development. Bullish’s product deploys complex technology, which may need to be improved or enhanced and may be difficult to scale.

The digital assets industry has been characterized by many rapid, significant, and disruptive products and services in recent years. Bullish expects new services and technologies to continue to emerge and evolve, which may be superior to, or render obsolete, the products and services that Bullish currently provides. Competitors may be able to respond more quickly and effectively than Bullish can to new or changing opportunities, technologies, standards or customer requirements. Bullish cannot predict the effects of new services and technologies on Bullish’s business. However, Bullish expects that its ability to grow its customer base and net revenue will depend heavily on its ability to innovate and create successful new products and services and keep pace with rapidly changing technology, both independently and in conjunction with third-party developers. In particular, developing and incorporating new products and services into its business may require substantial expenditures, take considerable time, and ultimately may not be successful. Any new products or services could fail to attract customers, generate revenue, perform or integrate well with third-party applications and platforms. In addition, Bullish’s ability to adapt and compete with new products and services may be inhibited by regulatory requirements and general uncertainty in the law, constraints by Bullish’s banking partners and payment processors, third-party intellectual property rights, or other factors. Moreover, Bullish must continue to enhance its technical infrastructure and other technology offerings to remain competitive and maintain a platform that has the required functionality, performance, capacity, security, and speed to attract and retain customers.

As a result, Bullish expects to incur significant cost to develop and upgrade Bullish’s technical infrastructure to meet the evolving needs of the industry. Bullish’s success will depend on its ability to develop and incorporate new offerings and adapt to technological changes and evolving industry practices. If Bullish is unable to do so in a timely or cost-effective manner, its business and ability to successfully compete and attract new customers may be adversely affected. If Bullish’s technology solutions do not work as planned or as required by customers or regulators, transacting business less efficient, more expensive and potentially prone to errors, thereby reducing the positive effects Bullish seeks to make available to its customers through the adoption of blockchain technology.

If Bullish fails to develop, maintain and enhance its brand and reputation, its business, operating results and financial condition may be adversely affected.

Bullish is in the early stage of building its brand and attracting customers while acquiring a high public profile. Developing, maintaining, protecting and enhancing Bullish’s brand depends largely on the success of its marketing efforts, ability to provide consistent, high-quality and secure products, services, features and support, and its ability to successfully secure, maintain and defend its rights to use the “Bullish” mark and other trademarks important to its brand. Bullish’s success depends on its ability to establish and maintain its brand image. Bullish seeks to establish, maintain, extend, and expand its brand image through marketing investments. Bullish expects that its brand will be an important corporate asset in its competition with other market players. Its brand and reputation could be harmed if Bullish fails to achieve these objectives or if its public image were to be

75

tarnished by negative publicity, unexpected events, or actions by third parties. Bullish may be more susceptible than a mature business to the impact of adverse media coverage and negative news, including adverse social media coverage and campaigns, and other incidents that harm its reputation. Unfavorable publicity about Bullish, including its products, services, technology, customer service, personnel, and digital asset or digital asset platforms generally could diminish confidence in, and the use of, Bullish’s products and services. Such negative publicity could also have an adverse effect on the size and engagement of Bullish’s customers leading to decreased revenue, which could have an adverse effect on its business, operating results and financial condition.

Bullish’s failure to attract and retain customers could lead to the business, operating results and financial condition being significantly harmed.

The future success of the Bullish Exchange will heavily depend on Bullish’s ability to attract customers. To do so, Bullish must offer leading technologies and ensure that its products and services are secure, reliable and engaging. On an ongoing basis, Bullish must also expand its products and services and offer competitive prices in an increasingly crowded and price-sensitive market. There is no assurance that Bullish will successfully attract and retain a significant number of customers. A material component of the viability of Bullish’s services will be the willingness of customers to engage in trading activity with Bullish. This could be impacted by a general inability to attract a sufficient number of customers seeking to engage in trading of digital assets. If Bullish is unable to attract customers and retain them, its revenue and financial results may be adversely affected. Bullish may fail to establish significant demand or supply for the products and services in order to make its business viable. If Bullish’s customer growth rate slows or declines, it will become increasingly dependent on its ability to maintain or increase levels of customer engagement and monetization in order to drive growth of revenue.

Bullish expects that there are possibilities that a significant amount of the Trading Volume on Bullish’s Exchange platform will be derived from a relatively small number of customers in the initial stage of its operation, and the loss of these customers or inability to attract those initial customers, or a reduction in their Trading Volume, could have an adverse effect on its business, operating results, and financial condition, if Bullish fails to attract more new customers.

Any number of factors can negatively affect customer growth, including if:

• customers engage with competing products and services, including products and services that Bullish is unable to offer due to regulatory or other reasons;

• Bullish fails to introduce new and improved products and services, or if Bullish introduces new products or services that are not favorably received;

• Bullish fails to support new and in-demand digital assets or if Bullish elects to support digital assets with negative reputations;

• there are changes in sentiment about the quality or usefulness of Bullish’s products and services or concerns related to privacy, security, or other factors;

• there are adverse changes in Bullish’s products and services that are mandated by legislation, regulatory authorities, or litigation;

• customers perceive the digital assets on Bullish’s Exchange platform to be bad investments, or they experience significant losses in investments made on its platform;

• technical or other problems prevent Bullish from delivering Bullish’s products and services with the speed, functionality, security and reliability that Bullish’s customers expect;

• cybersecurity incidents, employee or service provider misconduct, or other unforeseen activities that causes losses to Bullish or its customers, including losses to assets held by Bullish on behalf of its customers;

76

• modifications to Bullish’s pricing model, or modifications by competitors to their pricing, leads to Bullish’s offering being perceived as relatively less attractive by customers;

• Bullish fails to provide adequate customer service to customers;

• Bullish fails to obtain appropriate licensing or other regulatory approvals in jurisdictions that require such approvals in a timely manner;

• Bullish or other companies in its industry are the subject of adverse media reports or other negative publicity; or

• Bullish is not able to onboard all potential customers due to geographical, risk, or regulatory constraints.

Certain operational metrics that Bullish intends to track are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics may adversely affect Bullish’s business and reputation.

Bullish will review operational metrics to evaluate growth trends, measure its performance, and make strategic decisions. These metrics are calculated using internal company data and will not be validated by an independent third party. There are inherent challenges in such measurements. If Bullish fails to maintain an effective analytics platform, its metrics calculations may be inaccurate, and Bullish may not be able to identify those inaccuracies.

The metrics may also be impacted by compliance or fraud-related bans, technical incidents, or fraudulent or spam accounts in existence on Bullish’s Exchange platform. Bullish intends to regularly deactivate fraudulent and spam accounts that violate the terms of service, and exclude these customers from the calculation of the key business metrics; however, Bullish may not succeed in identifying and removing all such accounts from Bullish’s Exchange platform. If Bullish’s metrics provide incorrect or incomplete information about customers and their behavior, Bullish may make inaccurate conclusions about its business. Any real or perceived inaccuracies in such metrics may also adversely affect Bullish’s reputation, business and operations.

Examples of operational metrics Bullish currently plans to measure for internal purposes include number of active users, liquidity pool activity, distribution of customer orders and uptime and availability of the app and APIs. Depending on the particular analysis being performed or decision being considered, the metrics that are most relevant for evaluation will vary, as will the potential impact of any inaccuracies in them.

Bullish expects to conduct capital or other fund raising activities in the future.

Bullish expects to conduct significant fund raising activities in the future to raise additional capital and other funds to meet its business, strategic, operational and other needs. Such fundraising activities may include, but are not limited to, issuance and/or sale of debt instruments (such as bonds) or equity (including but not limited issuance of different classes of securities), private placements or public offerings, sale of assets (including sale of cryptocurrency and other digital assets or non-digital assets); borrowings and other debts (fiat and/or digital assets, either on a secured and/or unsecured basis); donations and/or other methods. Such future capital raising activities may adversely affect the interests of Bullish’s existing shareholders, as well as Bullish’s balance sheet and/or overall financial position and share price. As the Bullish Treasury is intended for providing liquidity on the Bullish Exchange, Bullish does not expect the Treasury to provide working capital to cover Bullish’s operating expenses. If Bullish raises additional funds through the issuance of equity or debt securities, the percentage ownership of its shareholders could be significantly diluted, and newly-issued securities may have rights, preferences or privileges senior to those of existing shareholders. If Bullish accumulates additional funds through debt financing, a substantial portion of its operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for Bullish’s business activities. Bullish cannot assure shareholders that additional financing will be available on terms favorable to Bullish, or at all. If

77

adequate funds are not available or are not available on acceptable terms, when Bullish desires them, Bullish’s ability to fund its operations, develop or enhance its products and services, or otherwise respond to competitive pressures would be adversely impacted and any of these factors could harm Bullish’s results of operations.

Bullish’s sales and marketing strategy is untested and unproven and may not be effective.

Establishing, maintaining, protecting, and enhancing Bullish’s brand and reputation depend largely on the success of its sales and marketing efforts, ability to provide consistent, high-quality, differentiated and secure products, services, features, and support, and Bullish’s ability to successfully secure, maintain, and defend Bullish’s rights to use trademarks important to Bullish’s brand. However, as Bullish is currently commencing the launch of the Bullish Exchange, its sales and marketing strategy is untested and unproven and may not be effective, and Bullish may not be able to attract or retain sufficient numbers of customers.

Further, Bullish’s ability to market and sell its product and services is restricted by complex laws and regulations across the relevant jurisdictions to its business as well as the internal policies of media platforms. Bullish intends to conduct its sales and marketing efforts in a compliant manner, and this may adversely impact Bullish’s ability to successfully attract customers. Without limiting the generality of the foregoing, Bullish does not plan to offer the Exchange services in the United States at Launch due to federal and state legal and regulatory restrictions.

If Bullish fails to successfully execute its sales and marketing strategy, its reputation, business, operating results, financial condition and share price may be adversely affected.

Bullish may not have sufficient resources to manage its relationships with institutional customers and may lack the bargaining power to negotiate favorable terms of business with them.

Bullish’s initial target market includes institutional customers. Such customers may be reluctant to use a new, unproven exchange like Bullish, and may be cautious when onboarding with Bullish. They may subject Bullish to lengthy and complex due diligence processes, and Bullish may not be successfully on-boarded by institutional customers for a number of reasons, including the risk that it may exceed the risk appetites of these institutional customers. Bullish also may not have sufficient resources to manage its relationships with institutional customers, and/or respond appropriately to their needs and requests, such as providing bespoke technical solutions or integrating with their technical operating systems.

Bullish may also lack the bargaining power to negotiate favorable terms of business with institutional customers and may need to adapt its own policies or procedures to align with their requests. Failure to attract and retain institutional customers could have an adverse effect on Bullish’s business, operating results, and financial condition.

The Bullish Exchange product and services may not be attractive to mass market retail customers and may not be competitive compared to existing offerings by competitors.

Initially at launch, Bullish believes that the products and services of the Bullish Exchange may not be attractive to mass market retail customers. Although the product and services of the Bullish Exchange will be available at Full Launch to retail customers, the products and services of the Bullish Exchange may not be suitable to the needs of retail customers and may not be competitive compared to existing offerings by competitors. This may limit Bullish’s ability to expand its customer base and support mass market retail customers in the future. Bullish may require substantial resources to lower the cost of service and enhance its product features to become more competitive in the retail customer market.

78

If Bullish is unable to effectively respond to industry competition Bullish’s business, financial condition and results of operations could be negatively impacted.

The digital asset industry is highly competitive, and Bullish faces competition from various types of products and services and market participants, including (but not limited to) unregulated or less regulated companies, companies with greater financial and other resources, companies with an existing and greater customer base, decentralized products on public blockchains, large regulated financial services institutions, and technology companies. Bullish’s potential competitors are expected to have various competitive advantages over Bullish, such as:

• the ability to trade digital assets and offer products and services that Bullish does not support or offer on Bullish’s Exchange platform;

• greater name recognition, longer operating histories, larger customer bases and larger market shares;

• more established marketing, banking and compliance relationships;

• greater understanding of the industry regulatory landscape and participation in advocacy groups;

• greater customer support resources;

• greater resources to make acquisitions;

• lower labor, compliance, risk mitigation and research and development costs;

• larger and more mature intellectual property portfolios;

• greater number of applicable licenses or similar authorizations;

• established core business models outside of the trading of digital assets, allowing them to operate on lower margins or at a loss;

• operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings; and

• substantially greater financial, technical and other resources.

If Bullish is unable to compete successfully, or if competing successfully requires Bullish to take costly actions in response to the actions of its competitors, Bullish’s business, operating results and financial condition could be adversely affected. Bullish may, in particular initially, lack the investment or resources to constantly evolve and develop new products and services to keep up with its competitors, and its competitiveness is untested and unproven. Bullish’s competitors may also engage in anti-competitive behavior to harm Bullish’s public perception and reputation, including creating negative news, generating regulatory actions against Bullish, or attempts to preventing Bullish from accessing key service providers. Bullish could experience discriminatory or anti-competitive practices that could impede its business growth, cause Bullish to incur additional expense, or otherwise harm its business.

While Bullish believes its focus on providing products and services that take advantage of blockchain technology differentiates it from many such competitors, its business has relatively low barriers to entry and Bullish anticipates that such barriers to entry will become lower in the future. Bullish currently expects that, as digital assets become more mainstream, additional competitors, potentially in large numbers, may begin to provide equivalent products and services. A number of investment banks have already supported digital assets and are continuing to grow their expertise. In addition, the introduction of new technologies, as well as regulatory changes, may significantly alter the competitive landscape for Bullish’s business. This could lead to fee compression or require Bullish to spend more to modify or adapt its offerings to attract and retain customers and remain competitive with the products and services offered by new competitors in the industry. Increased competition on the basis of any of these factors, including competition leading to fee reductions, could negatively impact Bullish’s business, financial condition and results of operations.

79

Bullish currently relies on Block.one to provide essential functions and resources to support its business and operations.

Bullish currently relies on its parent, Block.one, to provide essential functions and resources to support its business and operations. Although Bullish expects that a majority of Block.one’s current employees will become Bullish’s employees upon completion of the Business Combination, any major disruptions to Block.one’s business, operations, or financial condition, or to the transition process from Block.one to Bullish can significantly disrupt Bullish’s business continuity and operations, as well as adversely impact on Bullish’s performance and financial condition.

Bullish plans to rely on external vendors and third-party service providers to provide critical outsourcing functions.

Bullish’s operations could be interrupted or disrupted if Bullish’s vendors and third-party service providers, or even the vendors of such vendors and third-party service providers, experience operational or other systems difficulties, terminate their service, fail to comply with regulations, raise their prices or dispute key intellectual property rights sold or licensed to, or developed for, Bullish. Bullish may also suffer the consequences of such vendors and third-party providers’ mistakes. Bullish plans to outsource some of its operational activities and accordingly will depend on relationships with many vendors and third-party service providers. For example, Bullish will rely on vendors and third parties for certain services, including the underlying exchange technology for exchange operations, banking for fiat currencies, know-your-customer (“KYC”) administration, transaction monitoring and custody of customer assets.

Because Bullish has only recently commenced the launch of the Bullish Exchange, the integration of critical third party services into Bullish’s operations may not be fully tested and they may not function the way that Bullish expects them to. Bullish’s critical third-party service providers may also be new businesses themselves and subject to risks associated with a new business. Bullish’s service providers also may not be scalable to meet Bullish’s needs or the needs of Bullish’s customers, including institutional customers.

The failure or capacity constraints of vendors and third-party services providers, a cybersecurity breach involving any third-party service providers or the termination or change in terms or price of a third-party service agreement on which Bullish relies could interrupt or otherwise negatively impact Bullish’s operations.

If Bullish’s vendors and third-party service providers experience difficulties, are subject to cybersecurity breaches, terminate their services, dispute the terms of their service agreements, or raise their prices, and Bullish is unable to solve the issues or replace them with other vendors and service providers, particularly on a timely basis, Bullish’s operations could be interrupted. If an interruption were to continue for a significant period, Bullish’s business, financial condition and results of operations could be adversely affected.

Further, significant negative news, legal or regulatory sanctions, major security breaches and other incidents that harm the brand and reputation of Bullish’s third party service providers may also adversely impact Bullish’s brand and reputation as well as its business and financial condition.

Critical third-parties may be unwilling to provide services to Bullish, particularly those that are regulated entities, such as banks and insurers. Bullish is also vulnerable to changes in their rules or practices that could adversely impact its business.

Due to the novelty of the digital asset and blockchain industry, certain types of critical third-party service providers may be unwilling to provide services to Bullish, particularly those that are regulated entities such as banks and insurers, which would make it difficult for Bullish to obtain such critical services from alternative service providers if Bullish fails to maintain its relationship with existing service providers. Failure to maintain a bank account could result in the inability to pay staff and vendors, and impact operations in terms of providing

80

fiat on/off gateway. Bullish’s business also depends on insurance coverage provided by third parties, such as Directors & Officers insurance, Professional Indemnity insurance and Crime insurance, and Bullish is subject to the risk that this may be insufficient or that insurance providers may be unable to meet their obligations. Bullish may also experience difficulties in obtaining adequate insurance coverage due to the nature of the digital asset industry.

Bullish is vulnerable to changes in such third party service providers’ internal rules or practices. Such changes can result in higher cost for Bullish to use the critical services provided, or force Bullish to change its own practices, which can adversely impact Bullish’s reputation, business and operations.

Bullish’s business will be subject to a relatively greater degree of single point of failure and/or concentration risk of its third party service providers, particularly at the earlier stage of business development.

As the digital asset industry is still relatively young, and Bullish has only recently commenced the launch of the Bullish Exchange, Bullish’s business will be subject to a relatively greater degree of single point of failure and/or concentration risk of its third-party service providers, particularly at the earlier stage of its business development. Currently, Bullish has a single third-party service provider for each key function/service. Alternative service providers are limited, and for some services, nonexistent. Replacing or securing redundant service providers for certain functions or services may be difficult or impossible.

Therefore, if Bullish loses a key service provider for a critical function or service for any reason, Bullish may not be able to obtain a new service provider or do so in a timely manner. As Bullish is still at the early stage of business development, Bullish may also not be able to adapt and respond as quickly or effectively compared to a more mature business.

The loss of a key provider may impact Bullish more severely than it would a more mature business. Failure to obtain a replacement key service provider can result in prolonged disruptions to Bullish’s services and operations, which can lead to financial losses for both Bullish and its customers, as well as adversely impact on Bullish’s brand, reputation, and its overall business and financial condition.

Replacing service providers may be technically complex and take a long time and may disrupt Bullish’s business continuity and increase the cost of operations.

Replacing vendors and third-party service providers or addressing other issues with Bullish’s vendors and third-party service providers could entail significant delay, expense and disruption of service, which could also adversely affect Bullish’s business, financial condition and results of operations. Even if Bullish is able to replace vendors and third-party providers, new contracts with such service providers may take significant time to procure and implement. The replacement services/functions will require technical integration into Bullish’s systems, which can be complex and cause significant disruptions to Bullish’s operations and delay in restoring key services or functions. Bullish may also have to incur additional expense in replacing vendors or service providers and therefore increase its cost of operations.

As a young business and due to its dependency on critical service providers, Bullish may lack the bargaining power to negotiate favorable terms and conditions with such service providers and may also need to adapt its own policies in order to retain such service providers.

As a new business, Bullish is more dependent on third party service providers to provide critical functions than a more mature business that has more resources and expertise to establish internal resources for such functions. Such dependency places Bullish at a weaker negotiating position when engaging critical third party service providers. Bullish may not be able to obtain favorable terms and conditions from such providers and may also need to adapt its own policies or practices in order to retain such providers. This can increase Bullish’s legal risks and cost of operations, and may adversely impact Bullish’s financial results and profitability.

81

Bullish’s counterparties may become unable to meet their financial and non-financial obligations to Bullish, and Bullish may not be able to recover its losses.

Bullish’s business, including the operations of the Bullish Exchange and the Bullish Treasury, is subject to counterparty risks, including credit risk with respect to such counterparties. These counterparties can be subject to numerous financial and non-financial risks and some of them are unregulated by any government authorities. Bullish’s counterparties may be forced to discontinue business and operations due to a variety of reasons, such as changes in applicable laws and regulations, technical system failures, challenges to business continuity and inability to appropriately recover from disaster situations or insolvency. Bullish’s counterparties may discontinue provision of critical services or functions or fail to perform other non-financial obligations to Bullish. They may also fail to meet financial obligations owed to Bullish. Such failures can result in adverse impact on Bullish’s business, operations, financial condition and share price, and Bullish may not have any recourse or be able to recover any losses suffered.

Failure to conduct adequate due diligence or effective ongoing monitoring of third parties may potentially expose Bullish to latent risks, which could include fraud, security vulnerabilities, misappropriation or compliance violations.

Bullish intends to conduct due diligence and enforce strong policies and practices regarding its relationships with third-party service providers and counterparties. However, despite such efforts, Bullish may not successfully detect and prevent fraud, incompetence, misappropriation or theft by its third-party service providers or their failure to comply with their financial and non-financial obligations owed to Bullish. While Bullish performs third-party security reviews, Bullish may not be able to detect or prevent all security vulnerabilities and breaches, including those resulting from future changes or unexpected behaviors in third party platforms. Bullish may also be exposed to the risk of violations of laws and regulations of multiple jurisdictions, including sanctions violations, if it fails to detect material violation of laws and regulations by its third-party service providers and counterparties. Such failures can result in loss of data and assets of Bullish and its customers and increased legal and regulatory liabilities for Bullish, and could adversely affect Bullish’s brand, reputation, business, operations, financial condition and share price.

Adverse economic conditions may adversely affect Bullish’s business.

Bullish’s performance is subject to general economic conditions and their impact on the digital asset markets and Bullish’s customers. The United States and other key international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy. The impact of general economic conditions on the economy of digital assets is highly uncertain and dependent on a variety of factors, including market adoption of digital assets, global trends in the economy of digital assets, central bank monetary policies and other events beyond Bullish’s control. Geopolitical developments, such as trade wars and foreign exchange limitations can also increase the severity and levels of unpredictability globally and increase the volatility of global financial and digital asset markets. To the extent that conditions in the general economic and digital assets markets materially deteriorate, Bullish’s ability to attract and retain customers may suffer.

Natural disasters, COVID-19 and other pandemics, wars, terrorist attacks and other crises involving any of the countries in which Bullish has operations could adversely affect its business continuity, operations and financial results.

Natural disasters or other catastrophic events may also cause damage or disruption to international commerce, and the global economy, and could have an adverse effect on its business, operating results, and financial condition. Bullish’s business operations are subject to interruption by natural disasters, fire, power shortages, and other events beyond its control. In addition, its global operations expose Bullish to risks associated

82

with public health crises, such as pandemics and epidemics, which could harm its business and cause its operating results to suffer. For example, the ongoing effects of the COVID-19 pandemic and/or the precautionary measures that Bullish has adopted have resulted, and could continue to result, in difficulties or changes to its customer support, or create operational or other challenges, any of which could adversely impact its business and operating results. Further, acts of terrorism, labor activism or unrest, and other geo-political unrest could cause disruptions in its business or the businesses of its partners or the economy as a whole. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, Bullish may be unable to continue its operations and may endure system interruptions, reputational harm, delays in development of its platform, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on its future operating results. Additionally, all the aforementioned risks may be further increased if Bullish does not implement an effective disaster recovery plan or if its partners’ disaster recovery plans prove to be inadequate. To the extent natural disasters or other catastrophic events concurrently impact data centers Bullish relies on in connection with private key restoration, customers will experience significant delays in withdrawing funds, or in the extreme Bullish may suffer loss of customer funds. Such losses can expose Bullish to additional legal liability, fines, sanctions and other penalties, and adversely impact Bullish’s reputation, business, financial condition, operating results and share price.

Because Bullish’s potential customers are located in diverse markets around the world, Bullish’s revenue is vulnerable to local market conditions around the world and geopolitical developments, such as trade wars and foreign exchange limitations.

Because Bullish’s potential customers are located in diverse markets around the world, Bullish’s revenue is vulnerable to local market conditions around the world and to geopolitical developments. Bullish will be exposed to the risks associated with the changes in policies, political unrest, trade wars or other unstable economic conditions of the countries where Bullish’s customers will be located. Bullish may also be exposed to risks of foreign exchange fluctuations and foreign exchange controls due to the diverse locations of its customers. Any adverse changes in local market conditions around the world and adverse geopolitical developments would impact Bullish’s business, financial condition, results of operations and share price.

Bullish’s internal governance, risk management and compliance program, policies, systems and controls are continuing to be developed and have not been fully embedded and tested. The existing processes and controls may not be adequate or effective to mitigate risk or ensure compliance.

As Bullish has only recently commenced the launch of the Bullish Exchange, Bullish’s internal governance, risk management and compliance program, policies, systems and controls are continuing to be developed and have not been fully embedded and tested. There may be inherent limitations to Bullish’s risk management and compliance strategies because there may be existing or future risks that have not been fully identified, including risks that it has not appropriately anticipated or identified, and certain policies that will have been adopted may be insufficient when used in connection with digital assets. Bullish’s management may not be able to receive accurate and timely risk information due to internal control failures, and its decision making, particularly in times of crisis, may be impaired

If Bullish’s risk management and compliance framework proves ineffective or if Bullish’s management information is incomplete or inaccurate, it could suffer unexpected losses or fail to generate the expected revenue, which could adversely affect its reputation, business, financial condition, results of operations and share price.

Operational risks may adversely affect Bullish’s performance and results. The risk of human failure related to manual processes and controls may also be greater at the earlier stage of business development.

Operational risk is the risk of an adverse outcome resulting from inadequate or failed internal processes, people, systems or external events. Bullish’s exposure to operational risk arises from routine design and

83

processing errors (both human and technical), as well as serious incidents, such as major systems failures, internal or external fraud, cybersecurity attacks, legal and regulatory matters. Because Bullish’s operations will be reliant on both technology and human expertise and execution, it may be exposed to material operational risk arising from a number of factors, including, but not limited to, human error, processing and communication errors, errors of third-party service providers, counterparties or other third parties, failed or inadequate processes, design flaws and technology or system failures and malfunctions. Such operational risks can lead to inaccurate recording or execution of transactions and customer and Bullish’s assets, resulting in losses for Bullish and its customers.

Operational errors or significant operational delays could have a negative impact on Bullish’s ability to conduct its business or service its customers, which could adversely affect results of operations due to potentially higher expenses and lower revenues, increase liability for Bullish, lead to losses for its customers and negatively impact its reputation. Recurring operational issues may also raise concerns among regulators regarding Bullish’s governance and control environment.

Bullish may be unable to establish or enforce appropriate processes and controls to manage the risks of unauthorized trading or ensure adequate segregation of duties between the operations of Bullish Exchange and Bullish Treasury.

Unauthorized trading describes the potential for staff misconduct (both intentional and unintentional trading errors) through the execution of fraudulent or otherwise unauthorized trading activity in breach of internal policies and procedures or relevant laws and regulations. For the Bullish Exchange, the principal risk would involve staff conducting unauthorized trading activity through the accounts and assets of customers (which may include the Bullish Treasury). For the Bullish Treasury, the principal risk would involve trading staff conducting trading activity through the accounts and assets of Bullish that exceeds the limits specified through mandates and/or delegated authority.

In addition, Bullish Treasury will deploy digital assets through the Liquidity Pools to provide liquidity and facilitate customer activity on the Bullish Exchange. There is a risk that Bullish Treasury’s activities on the Bullish Exchange may result in inherent or incidental commercial advantage for itself (e.g. front-running other customers) and/or actual or perceived advantage for the Exchange (e.g. “wash trading” to boost volume).

Bullish is in the process of implementing appropriate processes and controls manage the risks of unauthorized trading and ensure adequate segregation between the operations of Bullish Exchange and Bullish Treasury to manage the risks of actual or perceived commercial advantage for Bullish Treasury or Bullish Exchange as described above. Such processes and controls are however largely untested in a real operating environment and, despite Bullish’s best efforts to do so, may not adequately address the risk or meet the expectations of relevant regulators. They may not be adequately enforced by Bullish, and therefore may fail to detect or prevent such misconduct. If Bullish fails to appropriately detect, prevent and/or address such misconduct, Bullish could be exposed to claims, legal actions and liability, financial losses and/or regulatory investigations, sanctions, fines, or other penalties and could face serious harm to its reputation, business, financial condition, operating results and share price.

Bullish may not be effective in achieving adequate risk mitigation, where levels of exposure exceed risk appetite.

Bullish is establishing risk management and oversight policies and procedures to provide a sound operational environment for the types of risk to which it is subject, including operational risk, credit risk, market risk and liquidity risk. However, as with any risk management framework, there are inherent limitations to Bullish’s current and future risk management strategies, including risks that it has not appropriately anticipated or identified and the risk that certain policies may be insufficient when used in connection with digital assets.

84

Accurate and timely risk information is necessary to enhance management’s decision-making in times of crisis. If Bullish’s risk management framework proves ineffective or if Bullish’s management information is incomplete or inaccurate, it could suffer unexpected losses or fail to generate the expected revenue, which could materially adversely affect its business, financial condition, results of operations and share price.

Bullish has not yet developed its environmental, social and governance (ESG) program. Bullish may be required by law, regulations or listing rules to implement an ESG program and its failure to do so may adversely impact its operations and reputation.

The growing integration of Environmental, Social and Governance (“ESG”) factors in making investment decisions is relatively new, and frameworks and methods used by investors for assessing ESG policies are not fully developed and vary considerably among the investment community. Bullish has not yet developed its ESG program, including its diversity and inclusion program. Bullish may be required by law and regulations to implement an ESG program. In particular, the SEC is considering implementing mandatory reporting rules regarding disclosure of climate related risks. Nasdaq is implementing diversity and inclusion reporting rules as well as requirements for its listed companies to meet certain diversity targets, and it is possible that other exchanges, including the NYSE, may impose similar requirements. Any failure to implement an ESG program and comply with ESG disclosure requirements may adversely impact Bullish’s business and reputation as well as financial condition. There may be a perception held by the general public, Bullish’s customers, investors, service providers or counterparties that Bullish’s policies and procedures are insufficient.

Bullish’s reputation could also be harmed if it fails to act responsibly in the ESG areas in which it chooses or is required to report apart from legal or regulatory requirements. Any harm to Bullish’s reputation resulting from setting these standards or its failure or perceived failure to set or meet such standards could impact employee retention; the willingness of Bullish’s customers to use its product and services, service providers or counterparties to do business with it; investors’ willingness or ability to purchase or hold its securities; or Bullish’s ability to access capital, any of which could adversely affect Bullish’s reputation, business, financial performance, future prospects and share price.

Risks Related to the Growth of Bullish’s Products and Services

Bullish has not yet fully developed, tested or launched the Bullish Exchange.

Particularly during the early launch period, the various system components of the Bullish Exchange platform and the supporting function systems may not integrate properly or function as expected, resulting in technical errors and/or service level disruptions. Certain technical features may also not be available. Such technical limitations during the early launch period may limit Bullish’s ability to effectively respond to industry and regulatory changes, market demands or customer needs. The product development process may fail to perform as expected. Key milestones to ensure on-time delivery of product may not be met, and opportunities may be missed from trying to deliver the perfect product.

Bullish’s Hybrid Order Book, a key product differentiator for Bullish, continues to be tested and may not be completed or function as expected. If Bullish is unable to deliver the Hybrid Order Book, there is a risk customers may view the Bullish Exchange as comparable to spot trading platform, where Bullish may not be as competitive.

If the Bullish Exchange is unable or slow to support more types of digital assets, Bullish’s business, operating results and financial condition may be more severely impacted relative to a more mature exchange with diverse types of supported digital assets.

Unlike a mature exchange with diverse types of supported digital assets, at launch, Bullish expects to support only a limited range of digital assets on the Bullish Exchange platform, i.e. bitcoin, ETH, EOS and one

85

or more stablecoins, expected to be USDC/Circle initially and possibly USDT/Tether in the future. The limitation of supported digital assets may constrain Bullish’s ability to attract more customers. In order to support any additional types of digital assets, a variety of front and back-end technical and development work is required to integrate such supported digital assets with Bullish’s existing technical infrastructure. For certain digital assets, a significant amount of development work is required and there is no guarantee that Bullish will be able to integrate successfully with any existing or future digital asset. Bullish may also be slow or unable to support additional digital assets due to limitations imposed by laws and regulations relevant to its business and/or its third party service providers, including custody services.

If Bullish is required to suspend or remove one or more supported digital assets from its platform for any reason, given that Bullish only expects to have a limited range of supported assets at launch, such suspending or removing one or more digital assets would have a significantly larger impact on Bullish’s overall business operations and financial condition compared to a platform with a broader range of supported digital assets. If for any reason Bullish is unable or slow to support more assets, Bullish’s business and operations may be more severely impacted relative to a more mature exchange with a more diverse digital asset offering. Bullish may be required to suspend or remove, either entirely or in respect of a specific jurisdiction, a digital asset supported on Bullish Exchange for a variety of reasons, including compliance with new legal and regulatory requirements in respect of offering the digital asset in the relevant jurisdiction(s), compliance with Bullish’s policies and procedures and/or reputational risks associated with the asset, (e.g., as a consequence of forks, changes in governance or features of a digital asset). A digital asset may also be suspended or removed where for business or technical reasons support for the relevant blockchain or token concerned is no longer going to be offered by Bullish, or due to the restrictions or limitations imposed by Bullish’s third party service providers.

Compared to a more mature business with a diverse asset offering, Bullish’s business may be more adversely affected if the markets for bitcoin, ETH, EOS and stablecoins deteriorate or if their prices decline, including as a result of the following factors:

• the reduction in mining rewards of bitcoin, including block reward halving events, which are events that occur after a specific period of time which reduces the block reward earned by miners;

• the development and launch timeline of Ethereum 2.0, including the potential migration of Ethereum to a proof-of-stake model;

• disruptions, hacks, splits in the underlying network also known as “forks”, attacks by malicious actors who control a significant portion of the networks’ hash rate such as double spend or 51% attacks, or other similar incidents affecting the corresponding blockchain networks for the supported digital assets;

• hard “forks” resulting in the creation of and divergence into multiple separate networks;

• informal or formal governance led by core developers of the corresponding blockchain networks for the supported digital assets that lead to revisions to the underlying source code or inactions that prevent network scaling, and which evolve over time largely based on self-determined participation, which may result in new changes or updates that affect their speed, security, usability, or value;

• the ability of the corresponding blockchain networks for the supported digital assets to resolve significant scaling challenges and increase the volume and speed of transactions;

• the ability to attract and retain developers and customers to use the supported digital assets for payment, store of value, unit of accounting, and other intended uses;

• transaction congestion and fees associated with processing transactions on the corresponding blockchain networks for the supported digital assets;

• the identification of Satoshi Nakamoto, the pseudonymous person or persons who developed bitcoin, or the transfer of Satoshi’s bitcoins. This may adversely affect the market for bitcoin or its price because it could be perceived as significantly increasing the circulating supply of bitcoin. Bitcoin is one of the

86

only few digital assets supported on Bullish Exchange at launch and Bullish expects the trading volume of bitcoin on the exchange to be significant. Bullish also holds a significant amount of bitcoin on its balance sheet. Any adverse impact on the market or price of bitcoin may therefore adversely impact on Bullish’s financial position;

• negative news and perception of the supported digital assets, including their perceived environmental impact;

• developments in mathematics, technology, including in digital computing, algebraic geometry, and quantum computing that could result in the cryptography being used by the corresponding blockchain networks for the supported digital assets becoming insecure or ineffective;

• material legal proceedings, laws and regulations affecting the supported digital assets and/or their corresponding blockchain networks or access to these networks and/or material governmental investigations in relation to serious wrongdoing;

• undiscovered or unknown security flaws in blockchain, cryptography or underlying hardware and software supporting the supported digital assets;

• any internal governance dispute within the Centre Consortium, which governs the USDC network; or

• any other factors that adversely impact the demand of the digital assets supported on the Bullish Exchange.

The Bullish Exchange products and services may be subject to bugs, technical defects and errors as well as service level disruptions, which can increase as Bullish scales its services to a larger customer base.

Bullish’s product and services offered on the Bullish Exchange may be subject to bugs, technical defects and errors, including errors in system algorithms, underlying smart-contracts, technical systems or system to blockchain data interfaces, which can potentially arise from unauthorized change or inadequate change control. Through the efforts to remediate such issues, Bullish may be required to implement technical solutions that give rise to additional operational risks. This could include the need to develop automated trading features that may lead to accusations of market abuse and other legal and regulatory violations, which may result in enforcement actions and increased legal liability for Bullish. Such errors or defects may delay or threaten the anticipated launch, and/or lead to service level disruptions, which can increase as Bullish scales its services to a larger user base. Service level disruptions can lead to poor user experience and may result in trading losses for both Bullish and its customers, which can further result in loss of consumer confidence in Bullish’s products and services, loss of customers and/or allegations and claims against Bullish and regulatory investigations and/or enforcement actions, which can adversely impact Bullish’s brand and reputation, as well as business, operating results, financial condition and share price.

As new product features or additional supported assets become available on the Bullish Exchange, the Liquidity Pools may not be sufficient to meet the needs of its customers.

The Liquidity Pools of the Bullish Exchange act as the primary market maker in Bullish’s Hybrid Order Book. As new product features or additional supported assets become available, the liquidity provided on Bullish’s Exchange platform may not be sufficient to meet the needs of its customers. There is also no guarantee that the Bullish Treasury will be able to contribute to all, or any, Liquidity Pools at all times. The Liquidity Pools may be unable to provide liquidity in the amount and/or at the price that is satisfactory to meet the needs of its customers. The failure or inefficiency of Bullish’s Liquidity Pools to provide satisfactory liquidity may result in Trading Volume decrease and loss of customers, which may negatively impact the business operation of Bullish.

Bullish may not be able to adapt or respond to new products or services, support new digital assets or include them into the Liquidity Pools of the Bullish Exchange due to technical, legal, regulatory and/or resource constraints.

From time to time, Bullish intends to offer new products and services on the Bullish Exchange as well as to expand the range of digital assets supported. There are substantial risks and uncertainties associated with these

87

efforts, and Bullish could invest significant capital and resources into such efforts. Regulatory requirements can affect whether initiatives are able to be brought to market in a manner that is timely and attractive to Bullish’s customers. Initial timetables for the development and introduction of new products or services and price and profitability targets may not be met. New products or services may need to be initially launched on a limited basis prior to the Full Launch. In addition, Bullish’s revenues and costs may fluctuate because new products and services generally require startup costs while revenues take time to develop, which may adversely impact Bullish’s results of operations. Bullish may not be able to adapt or respond to new products or services or support new digital assets due to technical, legal, regulatory, resource constraints or other unforeseen factors and events.

Bullish’s failure to safeguard and adequately custody its customers’ assets could adversely impact its business, operating results and financial condition.

Supported digital assets are not insured or guaranteed by any government or government agency. Bullish has entered into partnerships with third parties, where Bullish or its partners receive and hold funds for the benefit of its customers. Bullish and its partners’ abilities to manage and accurately safeguard these customer assets requires a high level of internal controls. As Bullish’s business continues to grow and expand its product and service offerings, Bullish must continue to strengthen its associated internal controls and ensure that its partners do the same. Bullish’s success and the success of its offerings requires significant public confidence in its and its partners’ ability to properly manage customers’ balances and handle large and growing transaction volumes and amounts of customer funds. In addition, Bullish is dependent on its partners’ operations, liquidity, and financial condition for the proper maintenance, use, and safekeeping of these customer assets. Any failure by Bullish or its partners to maintain the necessary controls or to manage customer digital assets and funds appropriately and in compliance with applicable regulatory requirements could result in reputational harm, significant financial losses, lead customers to discontinue or reduce their use of its and its partners’ products, and result in significant penalties and fines and additional restrictions, which could adversely impact its business, operating results, and financial condition.

The operation of the Bullish Exchange will involve the need to deposit, transfer, and custody customer cash and digital assets. In each instance, Bullish is required to safeguard customers’ assets using institutional level security standards applicable to its hot and cold wallet and storage systems. Bullish’s security technology is designed to prevent, detect, and mitigate inappropriate access to its systems, by internal or external threats. Bullish intends to maintain administrative, technical, and physical safeguards designed to comply with applicable legal requirements and industry standards. However, it is nevertheless possible that hackers, employees or service providers acting contrary to its policies or agreements, or others, could circumvent these safeguards to improperly access its systems or documents, or the systems or documents of its business partners, agents, or service providers, and improperly access, obtain, and/or misuse customer digital assets and funds. The methods used to obtain unauthorized access, disable, or degrade service or sabotage systems are also constantly changing and evolving and may be difficult to anticipate or detect for long periods of time. Bullish’s insurance coverage for such risks is limited and may not cover the full extent or nature of its liability, which may exceed the value of its assets. Bullish’s ability to maintain insurance is also subject to the insurance carriers’ ongoing underwriting criteria. Any loss of customer cash or digital assets could result in a subsequent lapse in insurance coverage, which could cause a substantial business disruption, adverse reputational impact, inability to compete with its competitors, and regulatory investigations, inquiries, or actions. Additionally, transactions undertaken through its websites or other electronic channels may create risks of fraud, hacking, unauthorized access or acquisition, and other deceptive practices.

Certain supported digital assets enable holders to earn rewards by participating in decentralized governance, bookkeeping and transaction confirmation activities on their underlying blockchain networks, such as through staking, delegating, and voting the digital assets. Bullish may engage in such services for certain supported digital assets in order to earn additional yield based on digital assets that are held on behalf of customers. Some networks require customer assets to be transferred into smart contracts on the underlying blockchain networks not under Bullish or anyone’s control. If the validator, any third-party service providers, or smart contracts fail to

88

behave as expected, suffer cybersecurity attacks, experience security issues, or encounter other problems, Bullish’s customers’ assets may be irretrievably lost.

Any security incident resulting in a compromise of customer assets could result in substantial costs to Bullish and require Bullish to notify impacted individuals, and in some cases regulators, of a possible or actual incident, expose Bullish to regulatory enforcement actions, including substantial fines, limit its ability to provide services, subject Bullish to litigation, significant financial losses, damage its reputation, and adversely affect its business, operating results, financial condition, and share price.

The loss, destruction or mismanagement of private keys required to access any digital assets held in custody for Bullish’s own account or for its customers may be irreversible. If Bullish is unable to access its private keys or if Bullish experiences a hack or other data loss relating to its ability to access any digital assets, it could cause regulatory scrutiny, reputational harm, and other losses.

Digital assets are generally controllable only by the possessor of the unique private key(s) relating to the digital wallet in which the digital assets are held. While blockchain protocols typically require public addresses to be published when used in a transaction, private keys must be safeguarded and kept private in order to prevent a third party from accessing the digital assets held in such a wallet. To the extent that any of the private keys relating to its hot or cold wallets containing digital assets held for its own account or for its customers is lost, destroyed, or otherwise compromised or unavailable, and no backup of the private key is accessible, Bullish will be unable to access the digital assets held in the related wallet. Further, Bullish cannot provide assurance that its wallet will not be hacked or compromised. Digital assets and blockchain technologies have been, and may in the future be, subject to security breaches, hacking, or other malicious activities. Any loss of private keys relating to, or hack or other compromise of, digital wallets used to store its customers’ digital assets could adversely affect its customers’ ability to access or sell their digital assets, and may result in losses for its customers, and subject Bullish to significant financial losses in addition to losing customer trust in Bullish and its products as well as potential legal and regulatory liabilities. As such, any loss of private keys due to a hack, employee or service provider misconduct or error, or other compromise by third parties could hurt its brand and reputation, result in significant losses, and adversely impact its business, financial condition, operating results and share price. The total value of digital assets in its possession and control is significantly greater than the total value of insurance coverage that would compensate Bullish in the event of theft or other loss of funds.

The way in which custody services are integrated into the Bullish Exchange may not be attractive to all customers.

The current product design seeks to provide Bullish customers with a seamless, end to end cryptographically secure custody service. A consequence of this is that customer cryptocurrency deposits and withdrawals are made strictly through hot wallets. It is possible that customers, particularly those with substantial assets or a more restrictive risk appetite, may be detracted from Bullish due to the absence of alternative options, such as cold-to-cold custody transfer. Also, while it is common in the digital asset industry to integrate exchange and custody services, this is not typically the case in traditional markets where such services may be segregated. Such considerations may impact the ability of Bullish to attract demand from larger and more sophisticated customers, and require the investment of additional resources to develop the required architecture to support this demand. Inability to attract such customers may adversely impact Bullish’s reputation, business, financial condition, and results of operations and share price.

The custody services, and any blockchain technology on which they rely, may be the target of cyber-attacks or may contain exploitable flaws in their underlying code, which may result in security breaches and the loss or theft of digital assets that are held or deposited.

The custody services, their structural foundation, and the software applications and other interfaces or applications upon which they rely (including blockchain technology), are unproven, and there can be no

89

assurances that the custody services are or will be fully secure, which may result in a complete loss of investors’ digital assets and an unwillingness of market participants to access, adopt and utilize digital assets or the custody services. Examples of the above include, but are not limited to:

• a cyber-attack causing a customer withdrawal instruction, or a withdrawal address being altered;

• a customer receiving an incorrect deposit address;

• hardware failures delaying or preventing deposits and withdrawals;

• the tampering or spoofing of customer instructions and materials;

• deposit addresses being incorrectly stored;

• the hacking or unavailability of customer portals rendering customers unable to access their account;

• vulnerabilities within the applicable blockchain code arising or the blockchain being manipulated by a malicious actor;

• attacks on third party technology supplier infrastructure, such as cloud providers;

• a cyber-attack causing the individual to lose otherwise valid credentials;

• the tampering with laptop codes to cause withdrawals to incorrect withdrawal addresses; and

• bad acts by employees, third-party service providers and others.

While Bullish’s custody services will take steps to ensure that the custody services are secure and protected against such incidents, no assurance can be given that the custody services are or will be fully secure and protected from attack, and any failure in this regard could result in enforcement actions, litigation, significant costs being incurred, fines, and other penalties, as well as adversely affect Bullish’s reputation, business, financial condition, and results of operations and share price. The impact of such attacks could also seriously curtail the utilization of digital assets and cause a decline in the broader market price of the affected digital assets.

Bullish may modify the arrangements in which it manages digital asset custody in the future, including the development of its own digital asset custody solution. This may expose the business to greater risks associated with new product development.

Bullish implements arrangements with third parties to support the management of digital asset custody. As Bullish grows its business, it may modify the existing third party digital asset custody arrangements, including developing its own digital asset custody solution. This may expose Bullish to greater risks associated with new product development. For example, the new custody solution may be subject to material technical and non-technical problems and may not function as reliably as the existing arrangement, which may result in loss of assets for Bullish and its customers. Such losses can lead to enforcement actions, litigation, significant costs being incurred, damages, fines, and other penalties, as well as adversely affecting Bullish’s reputation, business, financial condition, and results of operations and share price.

Bullish has not yet developed, tested or launched any other products or services.

Bullish is currently exploring opportunities to bring regulated financial services products using blockchain technologies as the cornerstone to market in 2022. This planning remains at a nascent stage of the product development lifecycle. It is not yet proven that the technical product requirements can be delivered and the extent of future demand for such products and services remains uncertain. Bullish may invest significant resources into developing this business and there is no assurance that it will be launched. Further, the laws and regulations applicable to such products and services are complex and highly uncertain. Bullish may incur significant resources and costs in applying for the required licenses or approvals it needs to launch a business involving such

90

products and services and there is no assurance that it is able to do so. Bullish may also be at risk of breaching applicable laws and regulations related to such products and services and incur additional legal liability, resulting in legal proceedings, investigations, fines, penalties and other sanctions.

Any strategic investments that Bullish makes or enters into could require significant management attention, disrupting the business and harming its financial condition.

Bullish may merge, acquire or form partnerships or joint ventures with other companies to add specialized employees, products, services, licenses, or technologies. Bullish may not be able to find other suitable acquisition and investment candidates, and Bullish may not be able to complete acquisitions or make investments on favorable terms, if at all. In some cases, the costs of such acquisitions may be substantial, and there is no assurance that Bullish will receive a favorable return on investment for Bullish’s acquisitions. Bullish may in the future be required to write off acquisitions or investment. Moreover, Bullish’s future acquisitions may not achieve Bullish’s goals, and any future acquisitions Bullish completes could be viewed negatively by customers, developers, advertisers, or investors. In addition, if Bullish fails to successfully close or integrate any acquisitions, or integrate the products or technologies associated with such acquisitions into Bullish, Bullish’s net revenue and operating results could be adversely affected. Bullish’s ability to acquire and integrate companies, products, services, licenses, or technologies in a successful manner is unproven. Any integration process may require significant time and resources, and Bullish may not be able to manage the process successfully, including successfully securing regulatory approvals which may be required to close the transaction and/or to continue to operate the target’s business or products in a manner that is useful to Bullish. Bullish may not successfully evaluate or utilize the acquired products, services, technology, or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. Bullish may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, any of which could adversely affect Bullish’s financial results. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to Bullish’s shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede Bullish’s ability to manage its operations.

The underlying blockchain technology used by Bullish is unproven and untested in a real operational environment of the scale and complexity currently contemplated.

The Bullish Exchange incorporates a private blockchain based on EOSIO software. This technical implementation is unproven and untested in a real operational environment of the scale and complexity currently contemplated. Significant technical changes may be required, including the addition, substitution, removal, amendments, enhancements and/or adaptations of certain features, functions and/or performance. The future success of Bullish’s product is dependent on its ability to scale and the feasibility of the current design is unproven and may lead to significant re-architecture. If Bullish fails to achieve this, Bullish’s business operations, reputation, financial condition and share price may be adversely impacted.

For example, the EOSIO software has been enhanced to have greater throughput in order to meet the operational needs of a mass market exchange. Bullish may experience technical challenges and not be able to continually enhance the software sufficiently to support the volume of transactions required to be processed. This may lead to service level disruptions on the Bullish Exchange platform, resulting in losses for customers.

In addition, although Bullish intends to hash states to the EOS public blockchain, Bullish may not be able to do so for technical reasons. Such failure may adversely impact Bullish’s reputation and public perception regarding Bullish’s product and services.

Bullish may not be able to generate adequate value from investments made in developing EOSIO software.

Bullish intends to become a developer of the EOSIO software and will endeavor to attract a wider developer and user base to the EOSIO ecosystem. It is expected that this will lead to innovation and evolution that creates

91

better and more resilient software, ultimately benefiting Bullish as an EOSIO user. Bullish may be required to make substantial investments to support the development of the EOSIO software and ecosystem, and there is no assurance that the expected value and benefits will be realized, that the ecosystem will grow as planned, or that the strategy for this business unit will be profitable. If Bullish fails to generate adequate value from investments made in developing EOSIO software, its business operations, reputation, financial condition and share price may be adversely impacted.

Bullish’s reputation, business and financial condition may be adversely impacted due to its association with EOSIO.

Despite Bullish’s investment in EOSIO, EOSIO may not be able to attract a wider developer and user base to its ecosystem as expected. Bullish may also be unable to invest in the EOSIO software or ecosystem to the level expected by the EOSIO ecosystem community. The EOSIO software and blockchain networks based on it may not function as expected and may encounter serious performance issues or cybersecurity incidents. Blockchain networks built on EOSIO or the block producers may be subject to material legal proceedings or investigations for serious wrongdoing, or adversely affected by laws and regulations, including any determination by a regulator or legal proceeding that any digital asset based such networks is a security or instrument that otherwise requires a license or approval to trade. These factors and other material negative news, reputational harm or adverse events associated with EOSIO, the block producers or the broader ecosystem can adversely impact Bullish’s reputation, business, financial condition, results of operations and share price.

Risks Inherent in the Digital Asset Industry

The future development and growth of digital assets is subject to a variety of factors that are difficult to predict and evaluate. If digital assets do not grow as Bullish expects, Bullish’s business, operating results and financial condition could be adversely affected.

Digital assets built on blockchain technology remain in the early stages of development. Digital assets are a new asset class that, as of yet, have not been widely adopted, particularly by institutional investors and corporate securities issuers. The majority of Bullish’s business will rely on the acceptance and use by such investors and issuers of digital assets at a scale to create demand for Bullish’s products and services sufficient to make Bullish’s business commercially viable. Though Bullish believes that the anticipated benefits of digital assets will create such demand, there can be no assurance that this will occur, or if it does occur that it will be in the near term.

The further growth and development of any digital assets and their underlying networks and other cryptographic and algorithmic protocols governing the creation, transfer and usage of digital assets represent a new and evolving paradigm that is subject to a variety of factors and associated risks that are difficult to evaluate, including:

• Many digital asset networks have limited operating histories, have not been validated in production, and are still in the process of developing and making significant decisions that will affect the design, supply, issuance, functionality and governance of their respective digital assets and underlying blockchain networks, any of which could adversely affect their respective digital assets.

• Many digital asset networks are in the process of implementing software upgrades and other changes to their protocols, which could introduce bugs, security risks, or adversely affect the respective cryptocurrency networks.

• Several large networks, including Bitcoin and Ethereum, are developing new features to address fundamental speed, scalability and energy usage issues. If these issues are not successfully addressed, or are unable to receive widespread adoption, it could adversely affect the underlying digital assets.

• Security issues, bugs and software errors have been identified with many digital assets and their underlying blockchain networks, some of which have been exploited by malicious actors. There are

92

also inherent security weaknesses in some digital assets, such as when creators of certain cryptocurrency networks use procedures that could allow hackers to counterfeit tokens. Any discovered or previously unknown weaknesses identified with digital assets could adversely affect price, security, liquidity and adoption. If a malicious actor, group, or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the compute or staking power on a cryptocurrency network, as has happened in the past, it may be able to manipulate transactions, which could cause financial losses to holders, damage the network’s reputation and security, and adversely affect its value.

• The emergence of quantum computing and its potential for shortening the time required by governments, criminals, and unauthorized third parties to factor and derive the very large seed numbers (e.g., private keys) associated with current public key cryptography poses a future risk to current approaches to blockchain cryptography that protect many digital assets from theft or loss.

• The development of new technologies for mining, such as improved application-specific integrated circuits (commonly referred to as ASICs), or changes in industry patterns, such as the consolidation of mining power in a small number of large mining farms, could reduce the security of blockchain networks and reduce the price and attractiveness of digital assets.

• If rewards and transaction fees for miners or validators on any particular digital asset network are not sufficiently high to attract and retain miners, a digital asset network’s security and speed may be adversely affected, increasing the likelihood of a malicious attack.

• Many digital assets have concentrated ownership or an “admin key,” allowing a small group of holders to have significant unilateral control and potentially collusive influence over key decisions relating to their digital asset networks, such as governance decisions and protocol changes, as well as the market price of such digital assets.

• The governance of many decentralized blockchain networks is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions. As a result, there may be a lack of consensus or clarity on the governance of any particular cryptocurrency network, a lack of incentives for developers to maintain or develop the network, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie such network’s utility and ability to respond to challenges and grow.

• Many digital asset networks are in the early stages of developing partnerships and collaborations, all of which may not succeed and adversely affect the usability and adoption of the respective digital assets.

• Governments, quasi-government and financial institutions may impose additional regulation on digital assets and blockchain technology, and the regulatory environment for digital assets is changing and unpredictable.

• Consumer demographics, and public tastes and preferences and general economic conditions may change and affect the acceptance and popularity of digital assets.

• Forks of digital assets may occur at any time. A fork can lead to a disruption of networks and Bullish’s information technology systems, cybersecurity attacks, replay attacks, or security weaknesses, any of which can further lead to assets being unavailable for a period of time or temporary or even permanent loss of assets.

Various other technical issues have also been uncovered from time to time that resulted in disabled functionalities, theft of customers’ assets, and other negative consequences, and which required resolution with the attention and efforts of their global miner, customer and development communities. If any such risks or other risks materialize, and in particular if they are not resolved, the development and growth of digital assets may be significantly affected and, as a result, Bullish’s business, operating results and financial condition could be adversely affected.

93

Many participants in the financial industry (including regulators) and other industries may oppose the development of products and services that utilize blockchain technology. The market participants who may oppose such products and services may include entities with significantly greater resources, including financial resources and political influence, than Bullish has. The ability of Bullish to operate and achieve its commercial goals could be adversely affected by any actions of any such market participants that result in additional regulatory requirements or other activities that make it more difficult for Bullish to operate.

The blockchain industry as a whole has been characterized by rapid changes and innovations and is constantly evolving. Although it has experienced significant growth in recent years, the slowing or stopping of the development, general acceptance and adoption and usage of blockchain technology and digital assets may adversely impact Bullish’s reputation, business, financial condition, results of operations and share price.

Due to unfamiliarity and some negative publicity associated with digital asset platforms, existing and potential customers may lose confidence in digital asset platforms more generally.

Digital asset platforms are relatively new. Many of Bullish’s competitors are unlicensed, less regulated, operate without supervision by any governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity and regulatory compliance. Negative news, a lack of stability and standardized regulation of digital assets, and the closure or temporary shutdown of digital asset platforms due to fraud, business failure, hackers or malware, ransomware, or government mandated regulation, and associated losses suffered by customers may reduce confidence in the digital assets and result in greater volatility of the prices of assets, including significant depreciation in value. As a result, customers and the general public may lose confidence in digital asset platforms more generally, which can adversely impact Bullish’s reputation, business, financial condition, results of operations and share price.

Volatility in the price of digital assets could cause significant fluctuation in Bullish’s operating results and adversely affect Bullish’s business and financial position.

The prices of digital assets, including bitcoin, Ether, EOS, and other digital assets have historically been subject to dramatic fluctuations and are highly volatile. A decrease in the price of a single digital asset may cause volatility in the entire digital asset industry. Certain digital assets may become more volatile and less liquid in a very short period of time, resulting in market prices being subject to erratic and abrupt market movement, which could harm Bullish’s business. For instance, abrupt changes in volatility or market movement can lead to extreme pressures on Bullish’s Exchange platform and infrastructure that can lead to inadvertent suspension of services across parts of the platform or the entire platform. In addition, a security breach that affects purchaser or customer confidence in bitcoin or Ether may also affect the industry as a whole. This volatility may adversely affect interest in and demand for the products and services Bullish seeks to offer and cause Bullish’s operating results to fluctuate. This may adversely affect Bullish’s reputation, business, financial condition, results of operations and share price.

The redemption risk and regulatory risk associated with stablecoins may adversely affect Bullish’s business and financial position.

Stablecoin are digital assets designed to minimize price volatility. A stablecoin is designed to track the price of an underlying asset such as fiat money or an exchange-traded commodity. Bullish expects to support one or more stablecoins in its business lines, likely to be USDC/Circle initially and possibly USDT/Tether in the future.

Stablecoins, such as USDC/Circle and USDT/Tether, have a unique risk associated with redemption of the token for the underlying asset. The underlying assets are often invested into perceived “safe” investments such as treasuries. However, there is no guarantee that the underlying assets are put into instruments that are as safe as they are supposed to be. There is a risk that the assets may not be redeemable at the 1:1 redemption ratio (e.g. USDC:

94

1 USD for 1 USDC) if an issue occurs with the underlying asset. The issuers of stablecoins may also not be able to provide sufficient underlying assets to back the stablecoins. For example, according to the report of Tether Limited, the issuer of USDT/Tether, only approximately 3.9% of USDT/Tether was backed by cash and over 65% of USDT/Tether was backed by commercial paper as of March 31, 2021.

In addition, the regulatory treatment of fiat-backed stablecoins is highly uncertain. The resale of such stablecoins may implicate a variety of banking, deposit, money transmission, prepaid access and stored value, anti-money laundering, commodities, securities, sanctions, and other laws and regulations in the various jurisdictions relevant to Bullish’s business. The risks associated with stablecoins may adversely affect interest in and demand for the products and services Bullish seeks to offer, and subject Bullish to additional regulatory uncertainties, which may result in enforcement actions, litigation, significant costs being incurred, fines, and other penalties, as well as adversely affect Bullish’s business, financial condition, results of operations and share price.

Political, economic, or other crises may motivate large-scale sales of digital assets, which would result in a reduction in values and adversely affect Bullish.

As an alternative to fiat currencies that are backed by central governments, digital assets, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. For example, political or economic crises could motivate large-scale acquisitions or sales of digital assets either globally, regionally or locally. Large-scale sales of certain digital assets could result in a reduction in their value and could adversely affect Bullish’s reputation, business, financial condition, results of operations and share price.

Cyberattacks and security breaches of Bullish’s Exchange platform, or those impacting Bullish’s customers or third parties, could adversely impact Bullish’s brand and reputation and its business, operating results and financial condition.

The blockchain industry is a particularly attractive target for cyberattacks and incidents. Thefts of digital assets could result in potentially significant financial losses to Bullish and its customers. Cybersecurity incidents may occur through intentional or unintentional acts by individuals or groups having authorized or unauthorized access to Bullish’s systems or Bullish’s customers’ or counterparties’ information, or exchanges on which Bullish trades, all of which may include confidential information. These individuals or groups include employees, third-party service providers, customers and unauthorized individual attackers or groups of attackers. Bullish relies on a third party for the cold storage custody services of a significant majority of digital assets, which has limited theft and loss insurance coverage. The remaining digital assets are safeguarded directly by Bullish through hot storage without insurance coverage. Cybersecurity incidents that lead to the loss of digital assets may have an adverse effect on Bullish’s business, operating results and financial condition.

The information and technology systems used by Bullish and its service providers are vulnerable to unauthorized access, damage or interruption from, among other things: hacking, ransomware, malware and other computer viruses; denial of service attacks; network failures; computer and telecommunication failures; phishing attacks; infiltration by unauthorized persons; fraud; security breaches; usage errors by their respective professionals; power outages; terrorism; and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. The digital asset exchange industry is a significant target for fraud.

Bullish’s business involves the collection, storage, processing, and transmission of confidential information, customer, employee, service provider and other personal data, as well as information required to access customer assets. Bullish aims to establish and operate a platform that offers its customers a secure way to purchase, store

95

and transact in digital assets. As a result, any actual or perceived security breach of Bullish or Bullish’s third-party partners service providers may:

• harm Bullish’s reputation and brand;

• result in Bullish’s systems or services being unavailable and interrupt Bullish’s operations;

• result in improper disclosure of data and violations of applicable privacy and other laws;

• result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory and financial exposure;

• cause Bullish to incur significant remediation costs;

• lead to theft or irretrievable loss of the fiat currencies or digital assets of Bullish or its customers;

• reduce customer confidence in, or decreased use of, Bullish’s products and services;

• divert the attention of management from the operation of Bullish’s business;

• result in significant compensation or contractual penalties from Bullish to its customers or third parties as a result of losses to them or claims by them; and

• adversely affect Bullish’s business and operating results.

Further, any actual or perceived breach or cybersecurity attack directed at other financial institutions or digital asset companies, whether or not Bullish is directly impacted, could lead to a general loss of customer confidence in the landscape of digital assets or in the use of technology to conduct financial transactions, which could negatively impact Bullish, including the market perception of the effectiveness of Bullish’s security measures and technology infrastructure.

An increasing number of organizations, including large merchants, businesses, technology companies and financial institutions, as well as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their websites, mobile applications and infrastructure.

Attacks upon systems across a variety of industries, including the digital asset industry, are increasing in their frequency, persistence and sophistication, and, in many cases, are being conducted by sophisticated, well-funded and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched successfully against a target. These attacks may occur on Bullish’s systems or those of Bullish’s third-party service providers or supply-chain partners. Certain types of supply-chain cyberattacks could harm Bullish even if Bullish’s systems are left undisturbed. For example, social engineering attacks may be designed to deceive employees and service providers into releasing control of Bullish’s systems to a hacker, while others may aim to introduce computer viruses or malware into Bullish’s systems via third party supply chain partners, with a view to stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and Bullish may not be able to implement adequate preventative measures.

Attacks against end users and customers of cryptocurrency trading platforms also are pervasive and include hacking, malware, browser-based attacks such as malicious extensions, ransomware, viruses, and numerous other approaches to compromise external customer workstations and takeover financial and email accounts. Although Bullish has incorporated strong protections for its customer accounts, it cannot protect its customers against internet flaws, third party software vulnerabilities, browser attacks, targeted hacking of exchange customers, and other security and privacy problems that internet users continuously encounter today.

96

Although Bullish’s systems and processes are designed to protect the assets and data Bullish manages, reduce data loss, minimize security breaches, and effectively respond to known and potential risks, Bullish expects to continue to expend significant resources to bolster these protections and there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks.

Concerns about Bullish’s practices with regard to the collection use, disclosure, or safekeeping of confidential information, personal data and assets, even if unfounded, could adversely affect its operating results. Furthermore, failures of Bullish’s cybersecurity system could harm Bullish’s reputation, subject it to legal claims and otherwise adversely affect Bullish’s reputation, business, financial condition, results of operations and share price.

Blockchain networks, digital assets and the exchanges on which such assets are traded are dependent on internet infrastructure and are susceptible to system failures, security risks and rapid technological change.

The success of blockchain technology-based products and services will depend on the continued development of a stable infrastructure, with the necessary speed, data capacity and security, and complementary products such as high-speed networking for providing reliable internet access and scalable enterprise-grade cloud services. digital assets have experienced, and are expected to continue to experience, significant growth in the number of customers and amount of content. There is no assurance that the relevant public infrastructure will continue to be able to support the demands placed on it by this continued growth or that the performance or reliability of blockchain technology will not be adversely affected by this continued growth. There is also no assurance that the infrastructure or complementary products or services necessary to make digital assets a viable product for their intended use will be developed in a timely manner, or that such development will not result in the requirement of incurring substantial costs to adapt to changing technologies. The failure of these technologies or platforms or their development could adversely affect Bullish’s reputation, business, financial condition, results of operation and share price.

Furthermore, digital assets are created, issued, transmitted, and stored according to protocols run by nodes within the blockchain network. It is possible these protocols have undiscovered or undisclosed flaws or could be subject to network scale attacks which could result in losses to Bullish. Finally, advancements in quantum computing could break the cryptographic integrity of protocols which secure certain digital assets.

Malicious actors can potentially manipulate blockchain networks and smart contract technology upon which digital assets rely and increase the vulnerability of the blockchain networks.

If a malicious actor, including a group of criminals or state-sponsored group, is able to cyberattack or otherwise exert unilateral control over a particular blockchain network, or the digital assets on such a network, that actor could attempt to divert assets from that blockchain or otherwise prevent the confirmation of transactions recorded on that blockchain. Such an event may adversely impact Bullish’s reputation, business, results of operations, financial condition and share price.

Digital assets have been the subject of attempted manipulation by hackers to use them for malicious purposes. For example, misuses could occur if a malicious actor obtains a majority of the processing power controlling the digital asset validating activities and altering the blockchain on which digital asset transactions rely. Moreover, if the award for solving transaction blocks for a particular digital asset declines, and transaction fees are not sufficiently high, the incentive to continue validating blockchain transactions would decrease and could lead to a stoppage of validation activities. The collective processing power of that blockchain would be reduced, which would adversely affect the confirmation process for transactions by decreasing the speed of the adaptation and adjustment in the difficulty for transaction block solutions. Such slower adjustments would make the blockchain network more vulnerable to malicious actors’ obtaining control of the processing power over blockchain network processing.

97

Depositing and withdrawing digital assets into and from Bullish’s Exchange platform involve risks, which could result in loss of customer assets, customer disputes and other liabilities, which could adversely impact Bullish’s business.

In order to establish ownership of a digital asset, a person must possess the private key associated with the blockchain network address. Keys come in pairs consisting of a private key and a public key. A public key is derived from the private key and is represented on the blockchain network as a unique address; typically this address is derived from the public key through the use of a “one way” cryptographic function. Some networks use account names linked to the public keys rather than addresses. A “wallet” is used to manage private and public key pairs for the wallet owner. Bullish will be unable to eliminate entirely the potential risk of internal and external fraud in relation to the theft of private keys, including through collusion or otherwise, by employees or service providers.

Bullish’s own wallets are “multi-signature” and require multiple independent private keys to sign a transaction to prove ownership and therefore spend funds. Customer funds are kept in segregated wallets with the majority of funds kept in cold wallets with offline private keys. Bullish uses separate wallets to receive and send funds for each asset.

To deposit digital assets held by a customer into Bullish’s Exchange platform, Bullish provides a blockchain specific network address to the customer to make the deposit to. The network address is generated from a dedicated receiving wallet. The customer uses their private key to digitally sign the transaction to prove ownership of the assets on the associated network address and transfer funds to the Bullish address. Incoming deposit transactions are subject to a screening process by Bullish that checks for a history of high risk activity and sanctioned addresses.

In order to withdraw digital assets from Bullish’s Exchange platform, the customer must provide Bullish with a withdrawal address generated from a public key in their wallet. Bullish uses a dedicated multi-signature wallet to process customer withdrawals that require multiple signatures from independent keys to transfer funds from the Bullish address. Withdrawal addresses are subject to checks for high risk activity and sanctioned addresses.

In addition, some digital assets networks require additional information to be provided in the transaction in connection with any transfer of digital assets to or from Bullish’s Exchange platforms. A number of errors can occur in the process of depositing or withdrawing digital assets into or from Bullish’s Exchange platform, such as typos, mistakes, or the failure to include the information required by the blockchain network. For instance, a customer may incorrectly enter Bullish’s wallet’s deposit address or the desired recipient’s address when depositing and withdrawing from Bullish’s Exchange platforms, respectively. Alternatively, a customer may transfer digital assets to a wallet address that he does not own, control or hold the private keys to. Additionally, a malicious actor may take over a Bullish customer’s account due to security problems outside of Bullish’s control, such as malware in the customer’s browser or other account theft/takeover scenarios at the customer side. In addition, each wallet address is only compatible with the underlying blockchain network on which it is created. For instance, a bitcoin wallet address can only be used to send and receive bitcoins. If any Ether or other digital assets is sent to a bitcoin wallet address, or if any of the foregoing errors occur, all of the customer’s digital assets will be permanently and irretrievably lost with no means of recovery. Bullish has observed and expects to encounter similar incidents with Bullish’s customers. Such incidents could result in customer disputes, damage to Bullish’s brand and reputation, legal claims against Bullish and financial liabilities, any of which could adversely affect Bullish’s reputation, business, results of operations, financial condition and share price.

A temporary or permanent blockchain “fork” to any supported digital asset could adversely affect Bullish’s business.

Blockchain protocols, including Bitcoin, Ethereum, and EOS are open source. Any user can download the software, modify it, and then propose that Bitcoin, Ethereum, EOS, or other blockchain protocols users and

98

miners adopt the modification. When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is implemented and the Bitcoin, Ethereum, EOS, or other blockchain protocol networks, as applicable, remain uninterrupted. However, if less than a substantial majority of users and miners consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a “fork” (i.e., “split”) of the impacted blockchain protocol network and respective blockchain, with one prong running the pre-modified software and the other running the modified software. The effect of such a fork would be the existence of two parallel versions of the bitcoin, Ethereum, EOS or other blockchain protocol network, as applicable, running simultaneously, but with each split network’s digital asset lacking interchangeability.

Both Bitcoin and Ethereum protocols have been subject to “forks” that resulted in the creation of new networks, including Bitcoin Cash ABC, Bitcoin Cash SV, Bitcoin Diamond, Bitcoin Gold, Ethereum Classic and others. Some of these forks have caused fragmentation among platforms as to the correct naming convention for forked digital assets. Due to the lack of a central registry or rulemaking body, no single entity has the ability to dictate the nomenclature of forked digital assets, causing disagreements and a lack of uniformity among platforms on the nomenclature of forked digital assets, and which results in further confusion to customers as to the nature of assets they hold on platforms. In addition, several of these forks were contentious and as a result, participants in certain communities may harbor ill will towards other communities. As a result, certain community members may take actions that adversely impact the use, adoption and price of bitcoin, Ether, or any of their forked alternatives.

Furthermore, hard forks can lead to new security concerns. For instance, when the Ethereum and Ethereum Classic networks split in July 2016, replay attacks, in which transactions from one network were rebroadcast on the other network to achieve “double-spending,” plagued platforms that traded Ethereum through at least October 2016, resulting in significant losses to some digital asset platforms. Similar replay attacks occurred in connection with the Bitcoin Cash and Bitcoin Cash SV network split in November 2018. Another possible result of a hard fork is an inherent decrease in the level of security due to the splitting of some mining power across networks, making it easier for a malicious actor to exceed 50% of the mining power of that network, thereby making digital assets that rely on proof-of-work more susceptible to attack, as has occurred with Ethereum Classic.

Bullish does not believe that it is required to support any fork or provide the benefit of any forked digital asset to its customers. However, Bullish expects that it may in the future continue to be subject to claims by customers arguing that they are entitled to receive certain forked or airdropped digital assets by virtue of digital assets that they hold with Bullish. If any customers succeed on a claim that they are entitled to receive the benefits of a forked or airdropped digital asset that Bullish does not or is unable to support, Bullish may be required to pay significant damages, fines or other fees to compensate customers for their losses.

A fork can also divert investors from the supported digital asset to new assets on the fork that are not supported by the Bullish Exchange platform. Bullish may not be able to support the forked digital assets for technical, legal or other reasons. This can adversely impact the Trading Volume on the Bullish Exchange platform.

Future forks may occur at any time. A fork can lead to a disruption of networks and Bullish’s information technology systems, cybersecurity attacks, replay attacks, or security weaknesses, any of which can further lead to assets being unavailable for a period of time, temporary or even permanent loss of assets. Such disruption and loss could cause Bullish to be exposed to liability, even in circumstances where Bullish has no intention of supporting an asset compromised by a fork.

As such, a temporary or permanent blockchain “fork” to any supported digital asset may adversely affect Bullish’s reputation, business, results of operations, financial condition and share price.

99

Bullish expects to support certain smart contract-based digital assets. If the underlying smart contracts for these digital assets do not operate as expected, they could lose value and Bullish’s business could be adversely affected.

Bullish expects to support various digital assets that represent units of value on smart contracts deployed on a third party blockchain. Smart contracts are programs that store and transfer value and execute automatically when certain conditions are met. Since smart contracts typically cannot be stopped or reversed, vulnerabilities in their logic, programming and design can have damaging effects. If any such vulnerabilities or flaws come to fruition, smart contract-based digital assets, including those held by Bullish’s customers on Bullish’s Exchange platforms, may suffer negative publicity, be exposed to security vulnerabilities, decline significantly in value, and lose liquidity over a short period of time.

In some cases, smart contracts can be controlled by one or more “admin keys” or users with special privileges, or “super users”. These users have the ability to unilaterally, or to collude, to make changes to the smart contract, enable or disable features on the smart contract, change how the smart contract receives external inputs and data, and make other changes to the smart contract. For smart contracts that hold a pool of reserves, these users may also be able to extract funds from the pool, liquidate assets held in the pool, or take other actions that decrease the value of the assets held by the smart contract in reserves. Even for digital assets that have adopted a decentralized governance mechanism, such as smart contracts that are governed by the holders of a governance token, such governance tokens can be concentrated in the hands of a small group of core community members, who would be able to make similar changes unilaterally to the smart contract. If any such super user or group of core members unilaterally make adverse changes to a smart contract, the design, functionality, features and value of the smart contract, its related digital assets may be harmed. In addition, assets held by the smart contract in reserves may be stolen, misused, burnt, locked up or otherwise become unusable and irrecoverable. These super users can also become targets of hackers and malicious attackers. If an attacker is able to access or obtain the super user privileges of a smart contract, or if a smart contract’s super-users or core community members take actions that adversely affects the smart contract, Bullish customers who hold and transact in the affected digital assets may experience decreased functionality and value of the applicable digital assets, up to and including a total loss of the value of such digital assets. Although Bullish does not control these smart contracts, any such events could cause customers to seek damages against Bullish for their losses, result in reputational damage to Bullish, or in other ways adversely impact Bullish’s business, results of operations, financial condition, and share price.

Bullish may encounter technical issues in connection with the integration of supported digital assets and changes and upgrades to their underlying networks, which could adversely affect Bullish’s business.

In order to support any supported digital asset, a variety of front and back-end technical and development work and integration is required to implement Bullish’s wallet, custody, trading, staking and other solutions for Bullish’s customers, and to integrate such supported digital asset with Bullish’s existing technical infrastructure. For certain digital assets, a significant amount of development work is required and there is no guarantee that Bullish will be able to integrate successfully with any existing or future digital asset. In addition, such integration may introduce software errors, performance concerns, or security weaknesses into Bullish’s Exchange platform, including Bullish’s existing infrastructure. Even if such integration is initially successful, any number of technical changes, software upgrades, soft or hard forks, cybersecurity incidents, or other changes to the underlying blockchain network may occur from time to time, causing incompatibility, technical issues, disruptions, or security weaknesses to the Bullish Exchange platform. If Bullish is unable to identify, troubleshoot and resolve any such issues successfully, it may no longer be able to support such digital asset, its customers’ assets may be frozen or lost, the security of Bullish’s hot, warm, or cold wallets may be compromised, and its platform and technical infrastructure may be affected, all of which could adversely impact its business.

100

If miners or validators of any supported digital asset demand high transaction fees, the operating results of Bullish may be adversely affected.

Bullish may charge withdrawal fees when a customer sends certain digital assets from their Bullish account to a non-Bullish account. Bullish estimates the withdrawal fee based on the cost that Bullish will incur to process the withdrawal transaction on the underlying blockchain network. In addition, Bullish also pays miner fees when Bullish moves digital assets for various operational purposes, such as when Bullish transfers digital assets between Bullish’s hot and cold wallets, for which Bullish does not charge its customers. However, miner fees can be unpredictable. If the block rewards for miners on any blockchain network are not sufficiently high to incentivize miners, this may lead to higher transaction fees. Bullish’s payment of miner fees in excess of what it is able to charge its customers would negatively impact Bullish’s operating results.

The value and existence of the digital assets held by Bullish and its customers are dependent on the existence, actions, integrity and governance of the underlying blockchains. The underlying blockchain networks can potentially unilaterally take actions that adversely impact on the value of Bullish and its customers’ digital assets or such digital assets or transactions can be cancelled.

The value and existence of the digital assets held by Bullish and its customers are dependent on the existence, actions, integrity and governance of the underlying blockchains. Any number of technical changes, software upgrades, soft or hard forks, cybersecurity incidents, governance decisions or other changes to the underlying blockchain network may occur from time to time, which can cause incompatibility, technical issues, disruptions, or security weaknesses to the Bullish Exchange platform or render certain digital assets valueless. If Bullish is unable to identify, troubleshoot and resolve any such issues successfully, it may no longer be able to support such digital asset, Bullish and its customers’ assets may be frozen or lost, transactions may be cancelled, the security of Bullish or its customers’ wallets may be compromised, and the Bullish Exchange platform and technical infrastructure may be affected, all of which could adversely impact Bullish’s reputation, business, operating results, financial condition and share price.

Risks Related to the Legal and Regulatory Environment

Bullish is subject to a multi-jurisdictional legal and regulatory environment, which can be complex and conflicting and its regulatory compliance framework may not be sufficient to mitigate all relevant legal and regulatory compliance risks across the relevant jurisdictions.

Due to the geographical span of the Bullish Exchange business, personnel, office locations, as well as the complexity of its product and services, Bullish is subject to a multi-jurisdictional legal and regulatory environment, which can be complex and conflicting. The lack of global cooperation and coordination between regulators may result in inconsistent regulatory framework and enforcement approaches. It is also difficult for Bullish to correctly determine which legal regime has priority. Such complexity presents challenges to Bullish’s ability to comply with all relevant laws and regulations, including regulatory, licensing and public disclosure requirements, financial crime prevention requirements (AML/CTF and anti-bribery and corruption), data protection and privacy, cybersecurity, consumer protection, tax and product related laws and regulations.

Bullish is in the process of developing and implementing its regulatory compliance framework. Bullish intends to maintain regular communications with the regulators in the jurisdictions in which it holds or wishes to seek licenses or approvals. In addition, to ensure ongoing regulatory compliance, Bullish intends to systematically monitor legal and regulatory changes as well as obtain supplementary support from external experts. However, significant further investment and efforts will be needed to achieve this goal and, given Bullish’s limited operating history and resources, Bullish may not be able to do so quickly enough or adequately.

Bullish’s compliance framework may not meet the expectations of regulators in the jurisdictions relevant to Bullish’s business and may not be sufficient to mitigate all relevant legal and regulatory compliance risks across the relevant jurisdictions. Failure by Bullish to comply with applicable legal and regulatory requirements in

101

relevant jurisdictions may lead to loss of license and ability to do business in the impacted jurisdictions, enforcement actions, investigations, litigation and other legal proceedings resulting in material costs, fines and other penalties, which can adversely impact its brand, reputation, business, operating results, financial condition and share price.

Bullish intends to operate an offshore regulated business model that may expose Bullish to significant legal and regulatory risks.

The subsidiary that will operate the Bullish Exchange is incorporated in Gibraltar and subject to the regulatory requirements set by the GFSC, and obtained the DLT License (license number FSC1038FSA) in November 2021. The Bullish Exchange platform is accessible by customers outside of Gibraltar in a number of jurisdictions. Bullish is therefore particularly exposed to the risk of doing business internationally and on a cross-border basis, given that its home jurisdiction may not be the location of its primary market or the majority of its customers. As Bullish Exchange has not commenced active business, Bullish’s offshore regulated business model is untested from a legal and regulatory perspective and may expose Bullish to significant legal and regulatory risks detailed below.

Bullish’s failure to obtain and maintain required regulatory licenses or approvals, or otherwise comply with any laws and regulations, could adversely affect its ability to launch its product or to offer its product to certain segments of customers around the world. In particular, Bullish does not plan to offer Exchange services in the United States or mainland China at Launch.

Bullish’s business may involve certain activities which may require regulatory licenses and qualifications. These activities are subject to material, costly and constraining financial regulation in jurisdictions worldwide. Bullish’s business may require regulatory licenses and approvals from multiple jurisdictions that Bullish does not currently have, including from the GFSC and regulatory authorities in the United States, Canada or Japan. The process of acquiring and maintaining these licenses and qualifications will be costly and time-consuming, will occupy material management attention and is not certain to be successful. Bullish may not meet the requirements for such licenses or qualifications, including, for example, minimum capital requirements, or may fail to secure discretionary approval of relevant regulatory bodies. A failure or delay in receiving approval for a license or qualification, or an approval that is more limited in scope than initially requested, or subsequently limited or rescinded, could have a significant and negative effect on Bullish, including the risk that a competitor gains a first-mover advantage. Bullish may also experience difficulties in entering into markets where competitors have already obtained relevant licenses and have longer operating history and customer base.

Bullish does not plan to offer Exchange services in the U.S. market at Launch, and the Exchange may not secure all or some of the licenses or approvals necessary to do so. Bullish does not maintain operations in mainland China and does not intend to provide services in mainland China due to regulatory restrictions. Bullish does not intend to onboard mainland Chinese residents or entities. Bullish does not intend to conduct sales and marketing activities or other communication with mainland Chinese residents and does not intend to provide customer services to potential customers located in mainland China. In addition, jurisdictions where the Bullish Exchange platform is initially accessible may change their laws and regulations to prohibit Bullish from offering its product and services to their local customers through such offshore entities. Bullish may need to significantly alter its business model or cease offering products and services in certain jurisdictions, and may not ever be able to offer products and services in the United States, mainland China or such other prominent jurisdictions This may adversely impact its reputation, business, operating results, financial condition and share price.

The Bullish subsidiary that will operate the Bullish Exchange is incorporated in Gibraltar and subject to the regulatory requirements set by the GFSC, and obtained the DLT License (license number FSC1038FSA) in November 2021. Bullish believes Gibraltar’s regulatory framework offers a proportionate regulatory

102

environment for its business to grow responsibly. However, the laws and regulations in Gibraltar on digital assets and exchanges are relatively new and untested. Bullish cannot fully anticipate how such laws and regulations will be applied to its business and operations in the future.

The Bullish subsidiary that will operate the Bullish Exchange is registered as a Money Services Business (“MSB”) with the U.S. Financial Crimes Enforcement Network (“FinCEN”). As a registered MSB, Bullish is subject to the jurisdiction of FinCEN and U.S. anti-money laundering and counter-terrorist financing laws and regulations, including reporting obligations. If Bullish breaches such obligations, Bullish may be subject to investigations, fines or other penalties, and its ability to seek approvals or licenses in the U.S. or elsewhere in the future may also be adversely impacted.

Further, the law and regulation in jurisdictions relevant to Bullish’s business in many instances remains unclear, uncertain, rapidly evolving and not assured to develop in a way that is favorable to Bullish. Regulatory bodies may delay, or refuse to issue licenses, approvals and qualifications to Bullish required for Bullish’s business to grow.

In 2019, Block.one reached a settlement with the SEC related to Block.one’s ERC-20 token sale that took place between June 2017 and June 2018. A copy of the settlement documentation is publicly available on the SEC website. The settlement with the SEC may adversely impact Bullish’s ability to obtain licenses or approvals in the future.

Even if Bullish has obtained relevant licenses or approvals, such licenses or approvals may be subject to conditions that Bullish cannot fulfill. Such licenses or approvals may also subsequently be revoked. There is a risk that Bullish’s business could be outlawed in jurisdictions in which it seeks to do business, which could adversely affect Bullish’s ability to expand its business and become profitable. In addition, if Bullish breaches laws and regulations in one jurisdiction, such breach may adversely impact on its ability to obtain required licenses or approvals in another jurisdiction. Bullish’s failure to obtain required regulatory licenses or approvals, or otherwise comply with any laws and regulations, could adversely affect its ability to launch its product or to offer its product to certain segments of customers around the world, which in turn may adversely impact its brand, reputation, business, financial condition, and share price.

Bullish intends to assess new jurisdictions when deciding to offer products and services there, and may not be able to fully assess all relevant legal and regulatory requirements when the decision is made.

Bullish’s products and services are complex and therefore it is difficult to ensure they meet regulatory requirements across different jurisdictions. Before deciding whether to offer products and services in a jurisdiction, Bullish intends to assess the jurisdiction, including by way of legal review, to determine whether and to what extent services and products can be offered. Legal and regulatory change, as well as technical constraints, may result in changes in the services or products available or in the categories of customers that are able to access them in a particular jurisdiction. However, Bullish’s decision for each jurisdiction will be a risk-based assessment and is not a determination binding on regulators. Further, it may not be possible or practical to obtain external advice across the full spectrum of legal and/or regulatory issues relevant to Bullish’s business in all the jurisdictions. Bullish intends to take a risk based approach in selecting the jurisdictions and/or issues to prioritize when obtaining external advice. Bullish intends to utilize and rely on local law firms to ensure it is informed of the most relevant local regulatory requirements. However, even if Bullish obtains such advice, there is no assurance that such advice is correct or that the conclusions of Bullish’s advisors are shared by local regulators, customers, or other counterparties. Bullish may therefore not be able to fully assess all relevant legal and regulatory issues across all relevant jurisdictions when the decision to enter certain locations is made. Difficulties in evaluating regulatory requirements across jurisdictions may result in unplanned costs and delayed or cancelled launches into particular jurisdictions, as well as increased legal and regulatory compliance risks.

103

The pace of change in the legal and regulatory environments relevant to Bullish can be fast and unpredictable and may require Bullish to adapt and change its business operations, including the operations of the Bullish Exchange, Bullish Treasury and other business lines.

The pace of change in the legal and regulatory environments relevant to Bullish can be fast and unpredictable. Such changes may require Bullish to adapt and modify its business operations, including the operations of the Bullish Exchange, the Bullish Treasury and other business lines. In addition to existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies, may adopt new laws and regulations, or new interpretations of existing laws and regulations may be issued by such bodies or the judiciary. This may adversely impact the development of the digital assets as a whole and Bullish’s legal and regulatory status in particular by changing how it operated its business, how its products and services are regulated, and what products or services Bullish and its competitors can offer, requiring changes to its compliance and risk mitigation measures, imposing new licensing requirements, or imposing a total ban on certain digital asset transactions. New laws, regulations, or interpretations may result in additional litigation, regulatory investigations and enforcement or other actions, including preventing or delaying Bullish from offering certain products or services offered by its competitors or could impact how or where Bullish offers such products and services. In addition, any changes in laws and regulations may require Bullish to embed such changes into the relevant software or system architecture, which may impact on the operations of the rest of the IT system and cause disruptions. Such adaptations may be costly and difficult, and it may not be practical to adapt the platform or offer certain features.

Such changes in laws and regulations may also force Bullish to stop or reduce services in certain countries to adapt the platform; exclude certain countries from receiving services altogether, and/or exclude certain types of customers either wholly or from the use of certain features.

Adverse changes to, or Bullish’s failure to comply with, any laws and regulations may adversely impact its reputation and brand and its business, operating results, financial condition and share price.

Legal and regulatory treatment of digital assets are complex. In addition, regulatory changes or actions may rapidly restrict the use of digital assets, the operation of blockchain technology that supports such digital assets and platforms that facilitate the trading of such digital assets.

As blockchain technology and digital assets have grown in popularity and in market size, governments, regulators and self-regulators (including law enforcement and national security agencies) around the world are examining the operations of blockchain technology and digital asset issuers, customers, investors and platforms and may introduce regulations at a fast pace. To the extent that any government or quasi-governmental agency exerts regulatory authority over the digital asset industry in general, the issuance of digital assets, and trading and ownership of and transactions involving the purchase and sale or pledge of such digital assets, may be adversely affected suddenly. Bullish may not have sufficient time frame or resources to appropriately respond to such sudden adverse changes and its business, financial condition, results of operations and share price can be adversely impacted.

The digital assets industry is relatively new and has limited access to policymakers or lobbying organizations, which may harm Bullish’s ability to effectively react to proposed laws and regulation of digital assets or digital asset platforms adverse to Bullish’s business.

Various governmental organizations, consumer agencies and public advocacy groups around the world have been examining the operations of cryptocurrency networks, customers and platforms, with a focus on how digital assets can be used to launder the proceeds of illegal activities, fund criminal or terrorist enterprises, and the safety and soundness of platforms and other service providers that hold digital assets for customers. Many of these entities have called for heightened regulatory oversight, and have issued consumer advisories describing the risks posed by digital assets to customers and investors.

104

Unlike more established industries, the digital assets industry is relatively new and has limited access to policymakers and lobbying organizations in many jurisdictions. Competitors from more established industries, including traditional financial services, may have greater access to lobbyists or governmental officials. Accordingly, legislators and regulators that are concerned about the potential for digital assets for illicit usage may affect statutory and regulatory changes with minimal or discounted inputs from the digital assets industry. As a result, new laws and regulations may be proposed and adopted, or existing laws and regulations may be interpreted in new ways that can adversely impact the digital assets industry and/or digital asset platforms. Bullish may not be able to appropriately adapt to such sudden adverse legal and regulatory changes. Its inability to adapt to such changes in time may result in Bullish being unable to offer its product and services in certain jurisdictions or customer segments, as well as enforcement actions, litigations, fines, and other penalties, which may adversely impact its reputation, business, operating results, financial condition and share price.

Laws and regulations may also be introduced or interpreted by regulators that lack experience in digital assets and blockchain technology. This may result in unclear rules that are difficult to comply with.

Many governments, regulators, self-regulators and other quasi-government agencies around the world that seek to regulate the digital assets industry may lack experience in digital assets and blockchain technology generally. They may seek to use existing laws and regulations and interpret them to apply to the digital assets industry. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, digital assets and related technologies. As a result, they do not contemplate or address unique issues associated with digital assets, and are thus subject to significant uncertainty and vary widely across jurisdictions. This may result in unclear rules that are difficult or impractical to comply with, and therefore increase Bullish’s legal and regulatory compliance risks.

Bullish may not be able to comply fully with all applicable legal and regulatory requirements in the jurisdictions relevant to its business, and may be subject to fines, penalties, censures and/or other adverse actions from regulators and/or law enforcement authorities as well as customers and other stakeholders.

As discussed above, Bullish will be subject to extensive and complex laws, rules, regulations, policies, orders, determinations, directives, treaties and legal and regulatory interpretations and guidance potentially in multiple jurisdictions. These legal and regulatory regimes, including the laws, rules and regulations thereunder, evolve frequently and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of Bullish’s business and the significant uncertainty surrounding the regulation of the digital assets requires Bullish to exercise judgement as to whether certain laws, rules and regulations apply to it, and it is possible that governmental bodies and regulators may disagree with Bullish’s conclusions. Although some of Bullish’s senior management originate from multi-jurisdictional regulated financial service institutions, not all of them may have direct experience in dealing with regulatory requirements in relation to digital assets. Furthermore, the process to seek clarity from the regulators in many jurisdictions may not exist, or could be costly and dilatory. This may lead to additional regulatory and licensing requirements for Bullish in some jurisdictions. The lack of clarity in the legal and regulatory regimes governing digital assets industry around the world can lead to adverse actions against Bullish from regulators in multiple jurisdictions, as well as consumers and other stakeholders. Further, when regulators do provide verbal explanations or assurances regarding the interpretation or enforcement of regulations, such verbal explanations or assurances may not be enforceable. By relying on such assurances or explanations, Bullish may still be technically in breach of laws or regulations, and be at risk of legal liability and regulatory penalties or sanctions.

Especially in the early stages, Bullish may lack sufficient resources to build sufficient capacity to adapt and comply with the increased legal and regulatory requirements, including corporate governance and disclosure requirements, or to do so quickly enough.

For example, in 2019, the Financial Action Task Force (“FATF”), an inter-governmental agency tasked with preventing money-laundering, broadened the scope of its recommendations to include the Travel Rule for Virtual

105

Asset Service Providers (“VASPs”), which requires VASPs to share beneficiary and originator information on transactions. Not all jurisdictions are enforcing this rule at this time as compliance with this rule is subject to numerous technical challenges. Bullish will be subject to the Travel Rule and as a result may face substantial compliance costs to operationalize and comply with the Travel Rule in the relevant jurisdictions and may be subject to administrative sanctions for violations of the Travel Rule. Failure to implement the Travel Rule may adversely impact Bullish’s ability to accurately execute and record customer transactions, which may lead to customer attrition, complaints or other adverse consumer actions if the user experience of its platform suffers as a result.

Bullish does not plan to offer Exchange services in the United States at Launch. However, the Commodity Futures Trading Commission (“CFTC”) has stated and judicial decisions involving CFTC enforcement actions have confirmed that at least some digital assets, including bitcoin and Ether, fall within the definition of a “commodity” under the U.S. Commodity Exchange Act of 1936, the (the “CEA”). The CFTC has exclusive jurisdiction to regulate the offer and sale and trading of derivatives on commodities, such as futures, options, swaps and retail leveraged, margined, or financed contracts or transactions. In addition, the CFTC has general enforcement authority to police against manipulation and fraud in at least some spot digital asset markets. From time to time, manipulation, fraud and other forms of improper trading by market participants have resulted in, and may in the future result in, CFTC investigations, inquiries, enforcement action and similar actions by other regulators, government agencies and civil litigation. Such investigations, inquiries, enforcement actions and litigation may lead to significant costs being incurred as well as fines and other penalties.

Additionally, various other states in the U.S. have money transmitter licensing, “BitLicense”, or commodity dealer licensing requirements that may be implicated by the offer or sale of digital assets or the Bullish business lines to U.S. persons.

To the extent Bullish has not complied with applicable laws, rules and regulations, it could be subject to investigations and legal proceedings by regulatory and law enforcement authorities in multiple jurisdictions, significant fines, revocation of licenses, limitations on Bullish’s products and services, extensive remediation requirements imposed by regulatory and law enforcement authorities, reputational harm and other regulatory and legal consequences, each of which may be significant and could adversely affect Bullish’s business, operating results, financial condition and share price.

Bullish may face increased extraterritorial regulatory actions from regulators in multiple jurisdictions even if Bullish does not have operations in those jurisdictions.

As business operations generally become more global in nature due to the wide adoption of internet technology, more and more regulators and government agencies around the world exercise extra-territorial jurisdiction over entities operating physically outside their jurisdiction when enforcing locally implemented laws and regulations governing commerce conducted with persons located within their borders. Bullish may thus face increased extraterritorial regulatory actions from regulators worldwide, even if Bullish does not have local operations in a particular jurisdiction. Such regulatory actions may lead to investigations, fines, cease and desist orders, remediation requirements and other enforcement actions that negatively impact on Bullish’s brand, reputation, business, operations and financial condition as well as share price.

Bullish may incur increased operational costs and expend additional resources in order to navigate and comply and stay up to date with a complex and rapidly changing legal and regulatory environment.

As Bullish is subject to a complex, multi-jurisdictional legal and regulatory environment that is rapidly evolving, Bullish may also incur increased operational costs and expend additional resources to build up a sufficient compliance framework to navigate such a complex set of rules and stay up to date with changing laws and regulations. Bullish may also incur additional operational costs in order to deal with the consequences of any breaches of such laws and regulations. The increase in operational costs may adversely affect Bullish’s financial condition and profitability.

106

Although Bullish may impose certain restrictions on the use of its products and services to comply with laws and regulations, it is possible for customers to circumvent such restrictions.

To comply with the requirements of laws and restrictions across different jurisdictions, Bullish may implement restrictions on how and where its customers may use its products and services on its platform. However, restrictions and controls implemented on Bullish’s Exchange platform may nonetheless be circumvented by its customers through technological or other means as no controls are entirely foolproof. If Bullish’s compliance measures are circumvented by its customers, Bullish and its customers may be deemed to fail to comply with applicable legal and regulatory requirements, which could result in fines, lawsuits, and other penalties and can adversely impact Bullish’s brand, reputation, business, operating results and financial condition.

Bullish’s Exchange platform may be exploited by customers to facilitate illegal activities or other serious misconduct, which may not be detected or prevented by Bullish’s due diligence systems and controls. If any of Bullish’s customers exploit its platform for illegal activities, Bullish’s business can be adversely affected.

Bullish’s Exchange platform may be exploited to facilitate illegal activity or other serious misconduct, including (but not limited to) fraud, money laundering, gambling, tax evasion, market manipulation (such as wash trades and spoofing), ransomware and other cyberattacks and scams. Bullish or its partners may be specifically targeted by individuals seeking to conduct fraudulent and other illegal transfers, and it may be difficult or impossible for Bullish to detect and avoid such transactions in certain circumstances. The use of Bullish’s Exchange platform for illegal or improper purposes could subject Bullish to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for Bullish. Moreover, certain activities that may be legal in one jurisdiction may be illegal in another jurisdiction, and certain activities that are at one time legal may in the future be deemed illegal in the same jurisdiction. As a result, there is significant uncertainty and cost associated with detecting and monitoring transactions for compliance with local laws. In the event that a customer is found responsible for intentionally or inadvertently violating the laws in any jurisdiction, Bullish may be subject to governmental inquiries, enforcement actions, prosecuted, or otherwise held secondarily liable for aiding or facilitating such activities. Changes in law have also increased the penalties for money transmitters for certain illegal activities, and government authorities may consider increased or additional penalties from time to time. Owners of intellectual property rights or government authorities may seek to bring legal action against money transmitters, including Bullish, for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm Bullish’s business.

Moreover, while fiat currencies are more commonly used to facilitate illegal activities, digital assets are relatively new and, in many jurisdictions, may be largely unregulated. Many types of digital assets have characteristics, such as the speed with which digital currency transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain digital asset transactions, and encryption technology that anonymizes these transactions, that make digital assets susceptible to use in illegal activity. U.S. federal and state and foreign regulatory authorities and law enforcement agencies, such as the Department of Justice, SEC, Commodity Futures Trading Commission, Federal Trade Commission, Department of the Treasury, including the Internal Revenue Service, or IRS, and various state securities and financial regulators have taken and continue to take legal action against persons and entities alleged to be engaged in fraudulent schemes or other illicit activity involving digital assets.

Bullish is in the process of implementing its risk management and compliance framework, including KYC and ongoing customer due diligence systems and controls to detect and prevent illegal activities and other serious misconduct by its customers. However, such systems and controls are untested in a real operational environment and some functions may not be fully implemented or available at Full Launch. Bullish may not be able to detect and prevent material violation of applicable laws and regulations or other serious misconduct by its customers or

107

other users. If Bullish onboards customers subject to national or international sanctions, or if its customers use its platform to engage in illegal activities or other serious misconduct, Bullish may be subject to legal and regulatory proceedings resulting in loss of licenses and ability to conduct business in certain jurisdictions, fines, damages, sanctions or other penalties, and its brand, reputation, business, financial condition and share price may also be adversely affected.

The complex laws and regulations of multiple jurisdictions may lead to difficulties in clearly communicating relevant risks and other information to Bullish’s customers and complying with applicable rules regarding such communications.

As discussed above, Bullish is subject to complex laws and regulations of multiple jurisdictions, and such rules may not always be clear. This may lead to difficulties in clearly communicating the relevant risks associated with using its product and services to Bullish’s customers. Bullish may fail to provide disclosures or explanations to the satisfaction of its customers or as required by applicable disclosure rules and other laws and regulations, leading to consumer complaints, a loss of existing or future customers and/or adverse actions against Bullish by its customers or consumer groups. Such failure may also result in regulatory investigations, fines, censures or other adverse action in multiple jurisdictions.

Bullish intends to provide information for customers regarding its products and services from time to time. Initially, such information is intended to be provided for the benefit of institutional and advanced retail customers. In the future, Bullish may provide educational information and tools about digital assets and trading for the benefit of its mass market retail customers. If such information is deemed to be investment advice or otherwise subject to a regulatory license or approval that Bullish does not currently have, Bullish may incur legal liability and be subject to fines, penalties and other censures, which may result in adverse impact on its business, operating results, financial position, share price as well as brand and reputation.

The legal and regulatory treatment of the digital assets included in Bullish’s business lines is unclear, may be subject to inconsistent recognition or treatment in different jurisdictions and fast, unpredictable and retrospective changes, which may adversely impact Bullish’s business and operations and financial condition.

Bullish expects to include bitcoin, Ether, EOS, and one or more stablecoins, initially USDC and possibly USDT/Tether in the future, on the Bullish Exchange platform, the Liquidity Pools, the Bullish Treasury and other business lines. Subject to internal governance processes and applicable laws and regulations, Bullish also intends to add new digital assets to the Bullish Exchange platform and other business lines in the future. However, the laws and regulations applicable to these digital assets will not always be clear and can lead to different recognition or treatment in different jurisdictions. Bullish will need to make a judgment call with respect to the legal or regulatory treatment of such digital assets. Regulators in the relevant jurisdictions may disagree with the view taken by Bullish regarding such treatment. For example, even if a digital asset itself is not a security, certain activities or services, such as paying interest or remuneration to a customer in exchange for the customer’s participation in a lending pool of digital assets administered by Bullish, or any participation by U.S. customers (who may have circumvented Bullish Exchange’s onboarding restrictions) in the Liquidity Pools may be construed by the SEC or certain U.S. states as constituting the offer or sale of securities by Bullish. Bullish may also lack the full information about the relevant digital asset in order to make the correct determination as to the legal treatment of such asset in the relevant jurisdictions. The applicable legal or regulatory treatment may also change and apply to Bullish’s supported digital assets retrospectively. The uncertainties regarding the legal and regulatory treatment of the digital assets may result in Bullish being required to obtain additional licenses and approvals which may be costly and time consuming, or having to suspend, restrict and/or remove certain digital assets from the Bullish Exchange, all of which may result in losses to Bullish’s customers.

For example, the SEC and its staff have taken the position that certain digital assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to

108

predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, the SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff.

Moreover, a determination that a digital asset included in Bullish’s business lines is a “security” or that a Bullish business line constitutes the offer or sale of a security or an instrument that otherwise require a license to trade by the SEC or any other governmental agency in the U.S. or elsewhere, or in a proceeding in a court of law or otherwise, could adversely affect the market price of digital assets supported on the Bullish Exchange or held by Bullish generally and its ability to offer product and services in the relevant jurisdictions. Such determination may also lead to regulatory investigations, enforcement actions, litigations (including securities class actions in the US) and other legal proceedings, resulting in significant costs being incurred and fines, damages or other penalties.

The internal governance processes for admitting digital assets for trading on the exchange includes an assessment of whether such assets could be considered to be “securities” under Gibraltar law. While such assessment is a risk-based assessment by Bullish and is not a determination binding on the GFSC, the digital assets to be supported at Launch have been notified to the GFSC as part of the DLT License application process. In the future, to the extent that certain digital assets are determined to be securities under Gibraltar law, these digital assets could not be supported by Bullish Exchange or, if already supported, would need to be removed from trading, unless the Exchange obtains additional authorization from the GFSC. Prior to offering a digital asset to the U.S. market, the digital asset will need to be assessed in accordance with Bullish Exchange’s approval policies and having regard to U.S. securities laws, which assessment would be a risk-based assessment by Bullish and not a determination binding on U.S. regulators.

The uncertain legal and regulatory treatment of digital assets across relevant jurisdictions may adversely impact Bullish’s reputation, business, financial position, operating results and share price.

Failure to prevent U.S. persons from using Exchange services that Bullish cannot lawfully provide to them may result in regulatory investigations, sanctions and other consequences in the U.S.

If U.S persons circumvent onboarding restrictions implemented by Bullish, or if Bullish’s policies and procedures do not prevent U.S. persons from using Exchange services that are intended to be unavailable to them, Bullish may be subject to investigations and, if determined to have not met the required standard, fines and other penalties by U.S. federal or state regulators. Bullish may be required to cease offering digital assets and other services to customers in the U.S. These events may harm Bullish’s ability to access the U.S. and other regulated markets in the future. In addition, such breaches and investigations, fines and other penalties can also lead to class actions and other regulatory and civil litigation against Bullish. All of these can adversely impact Bullish’s reputation, business, operations, financial condition and share price. Whilst Bullish is developing internal controls and processes to mitigate this risk, there is no assurance that such measures even if implemented will be effective.

The legal and regulatory treatment of Bullish’s services related to the Liquidity Pools is unclear, may be subject to inconsistent treatment in different jurisdictions and fast, unpredictable and retrospective changes, may adversely affect Bullish’s ability to offer such services.

The legal and regulatory treatment of the Liquidity Pools in many jurisdictions will not always be clear, Bullish will need to make a judgment regarding whether to extend the Liquidity Pools to a particular jurisdiction. Bullish cannot assure that the regulators in the relevant jurisdictions will reach the same conclusion as Bullish.

Bullish may need the approval of various regulatory authorities to permit Bullish to engage in Liquidity Pools in certain jurisdictions. Bullish may also be subject to additional financial regulatory requirements if its

109

Liquidity Pools are deemed to be within the realm of such jurisdiction’s regulatory framework. Furthermore, laws and regulations may change rapidly in the future and subject the Liquidity Pools to additional legal or regulatory requirements, which can apply to Bullish retrospectively. In addition, offering the Liquidity Pools in the United States may be considered as an offering of securities.

In deciding to offer Liquidity Pool services Bullish undertook a legal analysis of the Liquidity Pool services under Gibraltar law and submitted this to the GFSC as part of the DLT License application process as the basis for Bullish to offer the Liquidity Pool services under the DLT regime. The Bullish Exchange obtained the DLT License (license number FSC1038FSA) in November 2021. To the extent that the Liquidity Pools interests are subsequently considered to be “securities” or “collective investment schemes” under Gibraltar law, Bullish Exchange may have to cease to offer the service or obtain additional authorization from the GFSC. Prior to offering the Liquidity Pool services to the U.S. market, the services will need to be assessed having regard to U.S. securities laws, which assessment would be a risk-based assessment by Bullish and not a determination binding on U.S. regulators. There is a risk that the Liquidity Pool interests may be deemed to be “securities” under US federal securities law, and Bullish anticipates limiting this service to U.S. customers that are appropriately qualified pursuant to Regulation D or providing the service in another compliant manner.

The uncertainty of the nature of Bullish’s Liquidity Pools in relevant jurisdiction will pose potential regulatory risks and could have an adverse effect on its ability to engage in the Liquidity Pools. Bullish may not be able to extend Liquidity Pools to certain customer segments or in certain jurisdictions if it fails to obtain the required local approvals or licenses, or be forced to suspend or stop providing such services in jurisdictions where they are currently available. This may lead to customer losses, regulatory and other legal actions, resulting in adverse impact on its reputation, business, operations, financial condition and share price.

The legal and regulatory treatment regarding Bullish’s margin lending and trading services may be unclear, may be subject to inconsistent treatment in different jurisdictions, and subject to fast, unpredictable and retrospective changes, which may adversely impact Bullish’s ability to offer such services.

The legal or regulatory treatment regarding margin lending and trading services is not always clear and may be inconsistent in different jurisdictions. Bullish has to make a judgment call regarding providing margin lending/trading services to specific jurisdictions. However, Bullish cannot assure that the relevant regulators would agree with Bullish’s decision.

The laws and regulations relevant to the margin lending and trading services may change quickly and may apply to Bullish retrospectively. Bullish may be subject to additional regulatory requirements, including licensing and approval requirements, in specific jurisdictions. In the future, Bullish intends to extend its product and services to US customers. US customers wishing to participate in the Margin Services may need to be “eligible contract participants” as defined by the Commodity Exchange Act of 1936 and the interest rate charged to US customers may be subject to limits in accordance with applicable state laws. Bullish may not be able to extend the margin lending/trading services to certain customer segments or in certain jurisdictions, including the US, if it fails to obtain the required local approvals or licenses, or be forced to suspend or stop providing such services in jurisdictions where they are currently available. This may lead to customer losses, regulatory and other legal actions, resulting in adverse impact on its reputation, business, operations, financial condition and share price.

The legal and regulatory treatment regarding custody of customer assets may be unclear, subject to inconsistent treatment in different jurisdictions, and fast, unpredictable and retrospective changes, which may adversely impact Bullish’s ability to provide such service.

The legal or regulatory treatment regarding custody of customer assets is not always clear and may be inconsistent in different jurisdictions. Bullish has to make a judgment call in this respect. However, Bullish cannot assure that the relevant regulators would agree with Bullish’s decision.

110

The laws and regulations in this area can change quickly and can apply to Bullish retrospectively. Bullish may be subject to additional regulatory requirements, including licensing and approval requirements, in specific jurisdictions. Bullish may be required to modify the way it provides custody services, or may not be able to extend the custody services to certain customer segments or in certain jurisdictions if it fails to obtain the required local approvals or licenses or be forced to suspend or stop providing such services in jurisdictions where they are currently available. This may lead to customer losses, regulatory and other legal actions, resulting in adverse impact on Bullish’s reputation, business operations, financial condition and share price.

Failure to comply with obligations under Block.one’s SEC Waiver may adversely impact Bullish’s ability to distribute digital assets or to offer or sell securities.

On September 30, 2019, pursuant to a settlement offer made by Block.one, the SEC ordered that: (a) pursuant to Section 8A of the Securities Act, Block.one cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act; and (b) Block.one pay a civil money penalty in the amount of $24,000,000 to the SEC (“Order”). The Order related to findings by the SEC that from June 26, 2017 through June 1, 2018, Block.one conducted a token distribution or initial coin offering in which it publicly offered and sold 900 million digital assets (ERC-20 Tokens) without having a registration filed or in effect with the Commission or qualifying for an exemption from registration.

On the same day, September 30, 2019, the SEC ordered, pursuant to Rule 506(d)(2)(ii) of Regulation D and Rule 262(b)(2) of Regulation A under the Securities Act, that a waiver from the application of the disqualification provisions of Rule 506(d)(1)(v)(B) of Regulation D and Rule 262(a)(5)(ii) of Regulation A under the Securities Act resulting from the entry of the Order be granted to Block.one (“Waiver”). The Waiver was granted by the SEC based on the facts and representations in the request for waiver submitted on behalf of Block.one (“Request”) and on the basis that Block.one complies with the Order. The SEC reserved the right, in its sole discretion, to revoke or further condition the Waiver in the event of any different facts from those represented in the Request or failure to comply with the Order and/or the terms of the Waiver. Under the Waiver, prior consultation with the SEC is required if prior to September 30, 2023, Block.one or any of its affiliates intends to distribute digital assets other than on a registered basis or pursuant to an exemption from registration. Failure to comply with the terms of the Waiver could lead to the SEC revoking it.

Bullish anticipates potentially relying on Regulation D and Regulation A of the Securities Act in the future if it enters the United States market or does business with U.S. persons. As an affiliate of Block.one, the ability of Bullish to distribute digital assets that are securities to U.S. persons pursuant to Regulation D or Regulation A will be negatively impacted and possibly lost if the Waiver were to be revoked or subjected to further conditions by the SEC. In addition, a revocation of the Waiver would negatively impact on Bullish’s ability to avail itself of certain SEC filing benefits (e.g. Form S-3 and Well Known Seasoned Issuer status) and may lead to greater scrutiny of Bullish’s regulatory license applications. As such, if the Waiver is revoked for any reason, Bullish’s ability to provide products or services to U.S. persons, including participation in Liquidity Pools, may be limited and its reputation, business, financial condition and share price may be adversely impacted.

If Bullish is deemed to be an investment company under the Investment Company Act of 1940, it may not be able to successfully execute its business strategy.

In general, under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the “Investment Company Act”), a company that does not qualify to use one of the “private investment company” (or other specialized) exemptions from investment company status, that has made (or proposes to make) a public offering of its securities into the United States and that is, or holds itself out as being, engaged primarily in the business of investing, reinvesting or trading in securities must register, and is subject to regulation, as an investment company under the Investment Company Act. In addition, in general, investment company status may apply (again, unless a specialized exemption is available) because a company owns “investment securities” (essentially, non-controlling interests in other companies’ securities or controlling

111

interests in companies that have the characteristics of an investment company) constituting more than 40% of the value of its unconsolidated total assets (disregarding U.S. government securities and “cash items”).

Bullish may be subject to the registration provisions of the Investment Company Act if it is considered to engage in the business of investing, reinvesting, or trading in assets that are “securities” under the U.S. federal securities laws, or acquires or holds assets that are “investment securities” under the Investment Company Act which together constitute more than 40% of the value of its unconsolidated assets, exclusive of U.S. government securities and “cash items.”

The legal and regulatory treatment of Bullish under the Investment Company Act is dependent upon the determination that digital assets supported on the Bullish Exchange and other business lines, and in particular Bullish’s business activities involving such digital assets (including the contribution of digital assets to the Liquidity Pools and other services relating to such digital assets), do not constitute “securities” and therefore “investment securities.” The SEC has stated that certain digital assets may be considered “securities” under the U.S. federal securities laws, but public non-binding statements by current and former senior officials at the SEC have indicated that the SEC does not intend to take the position that bitcoin and Ether are currently securities. Such statements are not official policy statements by the SEC and are considered to reflect only the speaker’s views, which are not binding on the SEC or any other agency or U.S. court and cannot be generalized to any other digital asset.

If any of the digital assets supported on the Bullish Exchange, or Bullish’s activities regarding such assets, are determined to be a “security” under the U.S. federal securities laws by the SEC or any other agency, or in a proceeding in a court of law or otherwise, it may have adverse consequences for Bullish, including Bullish’s classification as an “investment company” under the Investment Company Act. Moreover, the blockchain technologies underlying the Bullish Exchange and the Bullish platform more generally are novel technologies that are relatively untested. As a consequence, the applicability of the U.S. federal securities and derivatives laws to these blockchain technologies and their application to the services provided through the Bullish platform is unclear in certain respects. Due to such novelty and continued uncertainty regarding the regulatory classification of digital assets, it is possible that securities regulators may interpret current or future laws in a manner that adversely affects Bullish, or causes Bullish or certain or all of its operating subsidiaries to be classified as an “investment company.”

Additionally, there remain significant uncertainties and unresolved issues with respect to the accounting treatment of digital assets under applicable accounting rules. As detailed above in the risk factor “The nature of Bullish’s business requires the application of complex financial accounting rules that are uncertain and may change from that presented” Bullish has made certain assumptions in its interpretation of the accounting treatment of digital assets and its application to Bullish. If any of these interpretations or their related assumptions turn out to be incorrect, this could adversely affect the analysis of whether Bullish is an “investment company” under the Investment Company Act. Further, the clarification of existing accounting principles and standards applicable to digital assets, or the adoption of new accounting principles and standards, could require changes in Bullish’s processes and business strategy (including the relative extent to which Bullish conducts certain business activities as it relates to Bullish’s Investment Company Act analysis), which would in turn affect the results of Bullish’s operations and growth prospects.

To the extent Bullish is deemed an “investment company” under the Investment Company Act, it will be subject to significant additional regulatory controls that could adversely affect Bullish’s ability to successfully execute its business strategy, and which may require Bullish to substantially change the manner in which it conducts its activities and the products and services that it offers on the Bullish platform. Such substantive additional regulatory requirements include, among others: (i) limitations on capital structure; (ii) restrictions on operating activities or permissible investments, including with respect to the acquisition of interests in affiliated companies; (iii) restrictions on the ability to incur borrowings; and (iv) specific compliance with reporting, recordkeeping, voting, proxy disclosure and other substantive requirements under the Investment Company Act.

112

Registration as an “investment company” and the imposition of such regulatory requirements would likely result in extraordinary, non-recurring expenses, thereby adversely impacting an investment in Bullish. If Bullish determines not to comply, or if it cannot comply with such registration and additional regulatory requirements, it may need to cease all or certain parts of its operations, which can adversely impact Bullish’s reputation, business, financial condition and share price.

Bullish may be required to cooperate with regulatory or other law enforcement investigations in jurisdictions with conflicting legal and regulatory regimes.

As discussed above, Bullish is subject to often conflicting legal and regulatory regimes from multiple jurisdictions. Government agencies, regulators and/or the public in one jurisdiction may also conflict with legal and/or regulatory regimes of the government agencies and/or regulators of another jurisdiction. From time to time, Bullish may be required to cooperate with regulatory or other law enforcement investigations in a specific jurisdiction. Failure to do so can result in fines, penalties, censures or other adverse action. On the other hand, such cooperation may conflict with the legal and/or regulatory requirements of another jurisdiction relevant to Bullish’s business, which can also result in adverse regulatory actions against Bullish. In addition, the public in other relevant jurisdictions may disagree with Bullish’s decision to cooperate, which adversely affect Bullish’s public perception, brand and reputation, as well as its business, financial condition and share price.

Bullish may be required to disclose customer information to regulatory or law enforcement authorities and may have to freeze customer assets, suspend or terminate customer accounts.

Bullish may be required to disclose customer information, including personal data and financial information, pursuant to court orders, demands from regulators or law enforcement authorities in various jurisdictions with conflicting data protection, AML/CTF and security laws. Compliance with such a disclosure request in one jurisdiction can result in a breach of privacy and data protection policies, notices, laws, rules, court orders, and regulations of another jurisdiction, and also adversely impact Bullish’s public perception and reputation. On the other hand, non-compliance in that jurisdiction can also result in adverse regulatory action, including fines, penalties and other censures.

Bullish may also have to freeze customer assets, suspend or terminate customer accounts in order to prevent fraud, comply with court orders and/or AML/CTF laws and regulations. Failure to comply with such requirements may result in fines, regulatory sanctions and other penalties in the relevant jurisdiction. On the other hand, such local compliance actions may also adversely impact Bullish’s reputation and public perception in other jurisdictions as well as Bullish’s business, operations, financial condition and share price.

Bullish may be required to comply with consumer protection laws in various jurisdictions that may lead to increased costs of compliance, potential investigations, fines, remedial requirements, potential actions by consumers against Bullish, such as customer complaints and claims for losses, as well as not being able to enforce contracts and/or other rights against its customers.

Bullish may have to comply with consumer protection laws in various jurisdictions that focus on protecting the rights of consumers. Laws and regulations relating to consumer protection are evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or Bullish’s practices. Bullish may in the future become subject to investigation and enforcement action by local, national, and international consumer protection agencies, which monitor customer complaints against Bullish and, from time to time, escalate matters for investigation and potential enforcement against Bullish. Any failure, or perceived failure, by Bullish to comply with consumer protection-related laws and regulations to which Bullish may be subject or other legal obligations relating to consumer protection could lead to increased costs of compliance, potential investigations, fines, remedial requirements, reputational damage, potential actions by consumers against Bullish, such as customer complaints and claims for losses, as well as not being able to enforce contractual and/or other

113

rights against its customers, which may result in adverse impact on Bullish’s reputation, business, financial condition and share price

Bullish has to comply with applicable competition and antitrust laws in various countries that may hamper its ability to acquire new business or enter into other business arrangements with other industry participants.

Bullish has to comply with applicable competition and antitrust laws in various countries. In connection with any acquisitions or other business arrangements with other industry participants, Bullish must comply with various antitrust requirements. It is possible that perceived or actual violations of these requirements could give rise to regulatory enforcement action or result in Bullish not receiving all necessary approvals in order to complete a desired transaction. Failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or conditions placed upon approval, under competition and antitrust laws which could, among other things, delay or prevent Bullish from completing a transaction, or otherwise restrict Bullish’s ability to realize the expected financial or strategic goals of an acquisition or other business arrangements with other industry participants, which may adversely impact its reputation, business, financial condition and share price.

Bullish relies on third-party vendors and suppliers for critical functions and their ability to comply with applicable laws and regulations. Any failure to comply with applicable laws and regulations on their part can result in disruption to Bullish’s operations and its ability to comply with applicable laws and regulations.

Bullish relies on third-party vendors and suppliers for critical functions and their ability to comply with applicable laws and regulations. If Bullish’s service provider fails to comply with applicable laws and regulations, they may be forced to stop or suspend critical functions to Bullish. This can result in disruption to Bullish’s operations and its ability to comply with applicable laws and regulations. In addition, the rapid changes in laws and regulations may also adversely impact on Bullish’s third party vendors and service providers. Their inability to adapt to the changes in the legal and regulatory environment can adversely impact Bullish’s reputation, business, operations, financial condition and share price.

Bullish may become a party to material litigation and other legal proceedings, including actions by regulators, government and law enforcement authorities, private actions on both individual and class basis, actions against or from employees, as well as other counter-parties.

Although Bullish is not currently a party to any existing, pending or threatened litigation or other legal proceedings, Bullish may become a party to material litigation and other legal proceedings in the future as part of its ordinary course of business. Actions brought against Bullish may result in settlements, awards, injunctions, fines, penalties and other results adverse to Bullish. Predicting the outcome of such matters is inherently difficult, particularly where claims are brought on behalf of various classes of claimants or by a large number of claimants, when claimants seek substantial or unspecified damages or when investigations or legal proceedings are at an early stage. A substantial judgment, settlement, fine or penalty could be material to Bullish’s operating results or cash flows for a particular period, depending on Bullish’s results for that period, or could cause Bullish significant reputational harm, which could harm Bullish’s business prospects.

As discussed above, Bullish’s business can be subject to significant regulation and oversight, including periodic examination by regulatory authorities. Bullish could be the subject of inquiries, investigations, sanctions, cease and desist orders, terminations of licenses or qualifications, lawsuits and proceedings by counterparties, customers, other third parties and regulatory and other governmental agencies, which could lead to increased expenses or reputational damage. Responding to inquiries, investigations, audits, lawsuits and proceedings, regardless of the ultimate outcome of the matter, is time-consuming and expensive and can divert the attention of senior management. The outcome of such proceedings may be difficult to predict or estimate until late in the proceedings, which may last a number of years.

The risks described above may be greater for companies in the blockchain industry as it is relatively new and customers, stakeholders, counterparties and regulators are expected to need significant education to understand the mechanics of products and services that rely on blockchain technology.

114

If Bullish and/or any governmental agency believe that it has accepted capital contributions by, or is otherwise holdings assets of, any person or entity that is acting directly or indirectly in violation of any anti-money laundering or anti-corruption laws, rules, regulations, treaties, sanctions or other restrictions, or on behalf of any suspected terrorist or terrorist organization, suspected drug trafficker or senior foreign political figure(s) suspected in engaging in foreign corruption, Bullish and/or such governmental agency may “freeze the assets” of such person or entity. Bullish may also be required to report and remit or transfer those assets to a governmental agency. Any such action may harm Bullish’s reputation and adversely affect its business, financial condition and results of operations.

Bullish may from time to time become subject to claims, arbitrations, individual and class action lawsuits or other legal proceedings, government and regulatory investigations, inquiries, actions or requests, including with respect to both consumer and employment matters and other proceedings alleging violations of laws, rules and regulations, both foreign and domestic. Failure to cooperate with government and regulatory investigations, inquiries, actions or requests may result in fines, regulatory sanctions and other penalties in the relevant jurisdiction.

The scope, determination and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes and proceedings to which Bullish is subject cannot be predicted with certainty, and may result in:

• substantial payments to satisfy judgments, awards, fines or penalties;

• substantial outside counsel legal fees and costs;

• additional compliance and licensure requirements;

• loss or non-renewal of existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for Bullish’s business;

• loss of productivity and high demands on executive and employee time;

• criminal sanctions or consent decrees;

• termination of certain employees, including members of Bullish’s executive team;

• barring of certain employees from participating in Bullish’s business in whole or in part;

• orders that restrict Bullish’s business or prevent Bullish from offering certain products or services;

• changes to Bullish’s business model and practices;

• delays to planned transactions, product launches or improvements; and

• damage to Bullish’s brand and reputation.

Regardless of the outcome, any such matters can have an adverse impact on Bullish’s business, share price, operating results, or financial condition because of legal costs, diversion of management resources, reputational damage and other factors.

Engaging in cross-border business can make it difficult for Bullish to ensure that it adequately protects its legal rights and interests. Bullish may incur liability from breaching its legal obligations or may not be able to enforce legal rights and obligations or to enforce them consistently and predictably across these jurisdictions.

Engaging in cross-border business can make it difficult for Bullish to ensure that it adequately protects its legal rights and interests, including under contracts with counterparties and terms of business with its customers. There are numerous national, local and international laws and regulations relevant to Bullish’s business and operations, the scope of which is rapidly changing, subject to differing interpretations and may be inconsistent among countries, or conflict with other rules. As a result, Bullish may incur liability from breaching its legal

115

obligations or may not be able to enforce legal rights and obligations to protect its interests (including under relevant terms and conditions with its customers and counterparties) or to enforce them consistently and predictably across these jurisdictions. This may lead to legal proceedings and result in additional liability, damages, compensation, fines and other penalties against Bullish, which may adversely impact its reputation, business, financial condition and share price.

As Bullish has limited operating history and due to the complexity of the relevant laws and regulations for Bullish’s business and operations, the legal treatment of Bullish’s terms of service with the Bullish Exchange and Liquidity Pools customers as well as contracts with Bullish’s third party service providers is untested and therefore uncertain.

For example, the Bullish Exchange, margin lending and Liquidity Pools terms of service are intended to be governed by Gibraltar law. The laws relating to virtual currencies and blockchain technology in Gibraltar are relatively new and untested, and there is uncertainty as to how they will apply to Bullish. Because the application of Gibraltar’s laws to the operations of the Bullish Exchange and Gibraltar law governed contracts may be unclear and may raise concerns for resolution of disputes, this lack of clarity could lead to unexpected results for Bullish in attempting to enforce its agreements in Gibraltar courts. Furthermore, courts in other jurisdictions could refuse for various reasons to enforce the Gibraltar forum selection clause and instead decide to allow lawsuits against Bullish that are filed in their jurisdictions to proceed, which could lead to Bullish being required to incur the costs, expenses and other burdens of pursuing litigation in foreign tribunals.

There is also uncertainty as to whether Bullish’s terms of service with the Bullish Exchange, margin lending and Liquidity Pools customers will be found to contractually govern Bullish’s legal relationship with customers in some jurisdictions or whether courts in some jurisdictions may choose to override the contractual provisions of these terms of service based on regulatory or other non-contractual principles and sources of law. It is possible that, in some jurisdiction in which Bullish’s customers are located, courts could reach the conclusion that these terms of service are insufficient to form a valid contract with customers in that jurisdiction, and therefore the terms of service do not apply.

Even if these terms of service are found to be sufficient to form a valid and binding contract with its customers in some jurisdiction, the law in such jurisdiction may impose additional or different duties or liabilities on Bullish outside or beyond the terms of service (e.g., under tort, consumer protection, or other bodies of law or regulation), or renders any individual provision within the terms of service (e.g., limitations on liability or the Gibraltar forum selection) invalid or unenforceable. Courts in that jurisdiction could reach the conclusion that additional or different extra-contractual duties or liabilities apply to Bullish, outside or beyond the terms of service, or that a particular provision of the terms of service is invalid and unenforceable (even if the terms of service as a whole are not).

Due to such uncertainty in legal treatment of Bullish’s terms of service and other contracts, Bullish may find it difficult to rely on such contractual terms to enforce its legal rights and avoid or reduce its liabilities in situations where such reliance is necessary, for example, when customers claim against Bullish for loss or damages, or when a customer or counterparty fail to comply with obligations owed to Bullish. Such uncertainty can lead to unanticipated legal liability, material costs and expenses or other financial or non-financial burdens for Bullish as well as resulting in difficulties for Bullish to offer its product or services in some jurisdictions.

Bullish relies on external legal counsel to provide it with accurate advice, which may be wrong or inaccurate. Bullish may not be able to onboard external counsel with the right skill sets and experience in the blockchain technology and digital assets industry. Bullish may incur increased costs in obtaining external legal advice from counsel with the appropriate level of quality and expertise.

Due to the complexity and novelty of the law and regulations on the blockchain technology and digital assets industry, Bullish has to from time to time rely on external legal counsel to provide it with accurate advice.

116

However, as the industry is relatively new, the interpretation of law and regulations by external counsel may be different from that of government authorities. The advice from external counsel may be wrong or inaccurate.

In addition, as there is a limited pool of suitably qualified legal counsel with sufficient expertise in digital assets and blockchain technology, Bullish may not be able to onboard external counsel with the right skill sets and experience. Bullish may incur increased costs in obtaining external legal advice from counsel with the appropriate level of quality and expertise.

If Bullish is unable to secure quality services from suitably qualified external counsel, Bullish may be exposed to increased legal and regulatory risks.

Bullish will obtain and process a large amount of sensitive customer data. Any real or perceived improper use of, disclosure of, or access to such data could harm Bullish’s reputation, as well as have an adverse effect on Bullish’s business.

Bullish will obtain and process large amounts of personal data, including personal data related to its customers and their transactions, such as their names, addresses, social security numbers, visa information, copies of government-issued identification, trading data, tax identification, and bank account information. Bullish also plans to collect, process, store and use biometric data in the form of facemaps used as part of its KYC process. Biometric personal data is considered sensitive personal data under certain global privacy laws, and may be subject to heightened requirements around its collection, processing, and storage. Bullish faces risks, including to its reputation, in the handling and protection of personal data, and these risks will increase as its business continues to expand. Federal, state, and international laws and regulations governing privacy, data protection, and e-commerce transactions require Bullish to safeguard its customers’, employees’ service providers’ and other counterparties’ personal data.

Bullish has organizational, technical, and physical security measures and controls in place and maintains a robust information security program. However, its security measures may be inadequate or breached as a result of third-party action, employee or service provider error, malfeasance, malware, phishing, hacking attacks, system error, social engineering, advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or otherwise, and, as a result, someone may be able to obtain unauthorized access to sensitive information, including personal data, on its systems leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal and business data on Bullish’s systems.

Depending on the nature of the information compromised, in the event of a data breach or other unauthorized access to its customer data, Bullish may also have obligations to notify customers and regulators about the incident, and Bullish may need to provide some form of remedy, such as a subscription to credit monitoring services, pay significant fines to one or more regulators, or pay compensation in connection with a class-action settlement. Furthermore, Bullish may be required to disclose personal data pursuant to demands from individuals, regulators, government agencies, and law enforcement agencies in various jurisdictions with conflicting privacy and security laws, which could result in a breach of privacy and data protection policies, notices, laws, rules, court orders, and regulations. Additionally, changes in the laws and regulations that govern its collection, use, and disclosure of customer data and offering products and services to new jurisdictions could impose additional requirements with respect to the retention and security of customer data and could limit marketing activities. Complying with these obligations could cause Bullish to incur substantial costs and could increase negative publicity surrounding any incident that compromises customer data. Bullish’s failure to comply with data protection laws or the improper disclosure of Bullish’s own confidential business information or sensitive customer information could have an adverse effect on Bullish’s reputation, business, operating results, financial condition and share price.

117

Bullish is subject to the laws and regulations on data protection in multiple jurisdictions, including the General Data Protection Regulation (the “GDPR”), which can be complex and conflicting. Bullish may face investigations, fines and sanctions if it violates such laws and regulations and incur increased operational costs in order to ensure future compliance.

Bullish’s operations subject Bullish to laws and regulations on data protection in multiple jurisdictions, which are often evolving and sometimes conflicting.

For example, laws governing the processing of personal data in Europe (including the E.U. and European Economic Area (“EEA”), and the countries of Iceland, Liechtenstein, and Norway) will impact Bullish. The General Data Protection Regulation (the “GDPR”), which may apply to Bullish, came into effect on May 25, 2018. The GDPR defines “personal data” broadly, and it enhances data protection obligations for controllers of such data and for service providers processing the data. It also provides certain rights, such as access and deletion, to the individuals about whom the personal data relates. Industry groups have collaborated to create frameworks and best practices for establishing legal bases for the processing, transferring, and managing personal data under the GDPR and other E.U. privacy laws including the ePrivacy Directive. Although these frameworks are actively in use across multiple industries, Bullish cannot predict the effectiveness of these frameworks over the long term. European regulators have questioned the viability of various activities relating to personal data and activists have filed complaints with regulators of alleged non-compliance by specific companies. Non-compliance with the GDPR can trigger steep fines of up to the greater of €20 million or 4% of total worldwide annual revenue.

Other countries and jurisdictions throughout the world are considering or enacting laws and regulations requiring the local storage of data. Such laws may require all data operators collecting personal data from residents of that country to comply with laws regulating the local storage of such data in databases located in the territory. Such laws may apply not only to local data controllers but also to data controllers established outside the territory to the extent they gather personal data relating to residents through websites aimed at the territory.

Continuing to maintain compliance with GDPR and other privacy and data protection laws and regulations requires significant time, resources, and expense, as will the effort to monitor whether additional changes to Bullish’s business practices and its backend configuration are needed, all of which may increase operating costs, or limit Bullish’s ability to operate or expand its business. These existing and proposed laws, regulations, and industry standards can be costly to comply with and can delay or impede the development of new solutions, result in negative publicity and reputational harm, increase Bullish’s operating costs, require significant management time and attention, increase Bullish’s risk of non-compliance, and subject Bullish to claims or other remedies, including fines or demands that Bullish modify or cease existing business practices.

Finally, because the interpretation and application of many privacy and data protection laws (including the GDPR), commercial frameworks, and standards are uncertain, it is possible that these laws, frameworks, and standards may be interpreted and applied in a manner that is inconsistent with Bullish’s existing data management practices or the features of Bullish’s solutions. If so, in addition to the possibility of fines, lawsuits, breach of contract claims, criminal penalties and other claims and penalties, Bullish could be required to fundamentally change Bullish’s business activities and practices or modify Bullish’s solutions, which could have an adverse effect on Bullish’s business. Furthermore, Bullish may also be required to disclose personal information to regulators and government authorities in a variety of jurisdictions with conflicting laws and regulations. Such disclosure may result in adverse media coverage and harm Bullish’s brand and reputation, leading to loss of customers, which can result in adverse impact on Bullish’s business, financial condition and share price.

118

Risks Related to Intellectual Property

Third parties may make claims or bring legal proceedings against Bullish for alleged infringement of their intellectual property rights and consequences could include having to cease offering Bullish’s products or services.

In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity in Bullish’s industry, as well as litigation, based on allegations of infringement or other violations of intellectual property rights. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours.

Bullish’s use of third-party intellectual property rights also may be subject to claims of infringement or misappropriation. Bullish cannot guarantee that its internally developed or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, its competitors or other third parties may claim that Bullish is infringing upon or misappropriating their intellectual property rights, and Bullish may be found to be infringing upon such rights. Bullish has not investigated whether technologies Bullish use potentially infringe third parties’ intellectual property or similar rights.

Further, from time to time, there have been claims against companies that incorporate open source software into their solutions, challenging the ownership of open source software. Bullish uses open source software and as a result could be subject to lawsuits by parties claiming ownership of what Bullish believes to be open source software.

In addition, if others have or obtained a valid patent covering technology critical to Bullish’s business, there can be no guarantee that they would be willing to license such technology at acceptable prices or at all, which could have an adverse effect on Bullish’s business, financial condition and results of operations. Moreover, if for any reason Bullish were to fail to comply with its obligations under an applicable agreement, it may be unable to operate, which would also have a material adverse effect on its business, financial condition and results of operations.

Any claims or litigation could cause Bullish to incur significant expenses and, if successfully asserted against Bullish, could require that Bullish pay substantial damages or ongoing royalty payments, prevent Bullish from offering its products or services or using certain technologies, force Bullish to implement expensive work-arounds, or impose other unfavorable terms. Even at an interim stage, Bullish could be enjoined from using the relevant intellectual property and have to cease offering its products or services as a result. Bullish expects that the occurrence of infringement claims is likely to grow as the digital assets market grows and matures. Accordingly, Bullish’s exposure to damages resulting from infringement claims could increase and this could further e