What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-04-06 · 282 added, 299 removed, 575 unchanged (50% of the section changed)

We are a newly incorporated blank check company

We are a blank check company

incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses or entities, which we refer to herein as our “initial

business combination.” We have not selected any specific business combination target and we have not, nor has anyone on our behalf,

engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business

combination with us.

While we may pursue an initial business combination target in any business or industry, we intend to focus our search

for targets in the Israeli technology industry, including those engaged in cybersecurity, automotive technology, fintech, enterprise software,

cloud computing, semiconductors, medical technology, AI and robotics and that offer a differentiated technology platform and products.

Our international management team is comprised

of accomplished technology, finance, investment and merchant banking professionals with strong ties to the Israeli technology sector.

Israel is one of the fastest-growing innovation and technology hubs in the world and has earned the moniker of “Start-up Nation”

as a result of having the largest number of startups per capita in the world.

Moreover, Israel is becoming a “Scale-up Nation”

with a number of Unicorns growing rapidly.

Although we may pursue an initial business combination opportunity in any industry, sector

or geography, we intend to leverage our intimate knowledge and network and focus on these innovative, high-growth Israeli technology companies

seeking access to the capital markets.

business combination.” While we may pursue an initial business combination target in any business or industry, we intend to focus

our search for targets in the Israeli technology industry, including those engaged in cybersecurity, automotive technology, fintech, enterprise

software, cloud computing, semiconductors, medical technology, AI and robotics and that offer a differentiated technology platform and

Our international management

team is comprised of accomplished technology, finance, investment and merchant banking professionals with strong ties to the Israeli technology

Israel is one of the fastest-growing innovation and technology hubs in the world and has earned the moniker of “Start-up

Nation” as a result of having the largest number of startups per capita in the world.

Moreover, Israel is becoming a “Scale-up

Nation” with a number of Unicorns growing rapidly.

Although we may pursue an initial business combination opportunity in any industry,

sector or geography, we intend to leverage our intimate knowledge and network and focus on these innovative, high-growth Israeli technology

companies seeking access to the capital markets.

On March 23, 2021, we consummated

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On January 22, 2021, pursuant

to an agreement by and between the Company and Byte Holdings LP (the “Sponsor”), our Sponsor purchased 8,625,000 Class B

ordinary shares (the “founder shares”) for $25,000.

to an agreement by and between the Company and Byte Holdings LP (the “Sponsor”), our Sponsor purchased 8,625,000 Class B ordinary

shares (the “founder shares”) for $25,000.

Prior thereto, the company had no assets, tangible or intangible.

number of founder shares outstanding was determined based on the expectation that the founder shares would represent 20% of the outstanding

shares after the IPO.

The number of

founder shares outstanding was determined based on the expectation that the founder shares would represent 20% of the outstanding shares

after the IPO.

Simultaneously with the closing

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A total of $323,692,510, comprised

of $317,218,660 of the proceeds from the IPO and sale of the Over-Allotment Units (which amount includes $11,329,238 of the underwriters’

of $317,218,660 of the proceeds from the IPO and sale of the Over-Allotment Units (which amount included $11,329,238 of the underwriters’

deferred discount) and $6,473,850 of the proceeds of sales of the private placement units to the Sponsor, including the Private Placement,

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the IPO and sale of the Over-Allotment Units (“public shares”) properly tendered in connection with a shareholder vote to

amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s

obligation to allow redemption in connection with its initial business combination or to redeem 100% of the public shares if the Company

does not complete its initial business combination by March 23, 2023 or with respect to any other material provisions relating to shareholders’

rights or pre-initial business combination activity and (iii) the redemption of the public shares if the Company is unable to complete

an initial business combination by March 23, 2023, subject to applicable law.

amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to modify the substance

or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100%

of the public shares if the Company does not complete its initial business combination by the Extended Date (as defined below) or with

respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity and (iii)

the redemption of the public shares if the Company is unable to complete an initial business combination by the Extended Date, subject

to applicable law.

After the payment of underwriting

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from the Trust Account to fund the Company’s working capital expenses.

The Company had until March

23, 2023 to consummate an initial business combination.

On March 16, 2023, the Company held an extraordinary general meeting of shareholders

In this meeting the shareholders approved amendments to the Company’s Articles to extend the date by which

the Company must complete an initial business combination from March 23, 2023 to September 25, 2023 (the “Extension” and such

date, the “Extended Date”).

In connection with the EGM, shareholders holding an aggregate of 30,006,034 shares of the Company’s

Class A Ordinary Shares exercised their right to redeem their shares for $10.20 per share of the funds held in the Company’s trust

account, leaving approximately $24.1 million in the trust account after such redemption.

Non-Redemption Agreements

On March 8, 2023, the Company

entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of its existing shareholders

(the “Non-Redeeming Shareholders”) holding Class A Ordinary Shares of the Company.

Pursuant to the Non-Redemption Agreements,

each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Class A Ordinary Shares held by them on the date of the Non-Redemption

Agreements (the “Shares”) in connection with the vote to amend the Company’s Articles to extend the date by which the

Company has to consummate an initial business combination from March 23, 2023 to September 25, 2023 and (b) vote their Shares in favor

of the Extension presented by the Company for approval by its shareholders.

In connection with the foregoing, the Company agreed to pay

to each Non-Redeeming Shareholder $0.033 per Share in cash per month through the Extended Date.

Letter of Intent

On March 10, 2023, the Company

issued a press release announcing that it has entered into a non-binding letter of intent (“LOI”) for a business combination

with Airship AI Holdings, Inc.

(“Airship AI”).

Airship AI, a robust AI-driven edge video, sensor and data management platform

for government agencies and enterprises that gathers unstructured data from surveillance cameras and sensors, applies artificial intelligence

(“AI”) analytics, and provides visualization tools to improve decision making in mission critical environments.

terms of the LOI, the Company and Airship AI would become a combined entity, with Airship AI’s existing equity holders rolling 100%

of their equity into the combined public company.

The proposed transaction values Airship AI at an enterprise value of $290 million.

Company expects to announce additional details regarding the proposed business combination when a definitive merger agreement is executed.

Our Management Team

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We capitalize on the significant

contacts and experience of our management team and Board, including Kobi Rozengarten, our Executive Chairman, Danny Yamin, our Chief Executive

Officer and director, Samuel Gloor, our Chief Financial Officer, Vadim Komissarov, a director, Oded Melamed, a director, and Louis Lebedin,

a director, to identify, evaluate and acquire a target business.

contacts and experience of our management team and Board, including Kobi Rozengarten, our Executive Chairman, Samuel Gloor, our Chief

Executive Officer, Chief Financial Officer and director, Vadim Komissarov, a director, Oded Melamed, a director, and Louis Lebedin, a

director, to identify, evaluate and acquire a target business.

We believe that our position

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Management Engineering from Technion and participated in an Executive MBA program at Stanford University.

Danny Yamin has been our

Chief Executive Officer and a member of our Board since January 2021.

Yamin has an extensive 35-year track record as a business

and technology leader and was named by Globes, a leading financial daily newspaper in Israel, as one of the top 10 most influential

people in the Israeli High-Tech sector.

Yamin has been a board member at Axilion, a smart mobility solutions company, since June

2020, and at Isracard, Israel’s largest payments and financial service provider, since November 2020.

Both companies are

listed on the TASE.

Most recently, Mr.

Yamin worked at Microsoft for 16 years, until 2018.

His last role at Microsoft was

Vice-President in Greater China and as a member of the worldwide leadership team of Microsoft’s enterprise business.

Yamin was responsible for all enterprise and partners business in China, Hong-Kong and Taiwan and led the strategy and

execution of transforming the sales engagement from on-premise to a cloud-based model.

Previously, Mr.

Yamin led Microsoft Israel as

the Country Manager for 10 years.

During that time, Mr.

Yamin assembled a new team that transformed Microsoft Israel into one of the

fastest-growing subsidiaries within Microsoft, growing revenues double-digits each year for 10 consecutive years and winning

Microsoft’s “best subsidiary” award.

Also during this period, he managed to strengthen the footprint of Microsoft

in Israel with a specific focus on redefining the engagement with the start-up and the entrepreneur’s community, with one of

the very first start-up accelerators in Israel.

Yamin was awarded the Platinum Circle of Excellence Award three times, the

highest recognition at Microsoft for business achievements and effective leadership.

Yamin also served as chairman of the

Executive Council of Technion, Israel’s leading institute of technology.

As chairman, he led the Technion globalization

strategy by collaborating with Cornell University to establish the TCII — Technion Cornell Innovation Institute in New York

City and established the Guangdong-Technion Institute of Technology in China.

Prior to that, Mr.

Yamin served as the Chief Executive

Officer of Malam Information Technology, a division of Malam Systems, one of Israel’s leading IT system integrators, and as

the Chief Information Officer of Elscint, a global leading medical imaging company.

From November 2018 to January 2020, Mr.

was a member of the board of directors of Reduxio.

Yamin received a B.Sc.

degree in Industrial and Management Engineering from

Technion and participated in a Microsoft Senior Leadership Program at Wharton Business School.

Samuel Gloor has been our

Chief Financial Officer since January 2021.

Gloor is an experienced investment banker that has transacted in the TMT, consumer, healthcare,

industrial, oil & gas and specialty finance verticals.

Since November 2020, Mr.

Gloor has been the Founder and Managing Member of

Sagara Group, LLC, where he specializes in fundraising and strategic consulting for growth-stage companies, alternative asset managers

Samuel Gloor has been our Chief

Financial Officer since January 2021 and our Chief Executive Officer since November 2022.

Gloor is an experienced investment banker

that has transacted in the TMT, consumer, healthcare, industrial, oil & gas and specialty finance verticals.

Since November 2020,

Gloor has been the Founder and Managing Member of Sagara Group, LLC, where he specializes in strategic consulting and business services

for growth-stage companies, alternative asset managers and others.

From October 2018 to August 2020, Mr.

Gloor was a member of the Financial Institutions Group at Nomura specializing in SPAC

and Specialty Finance investment banking.

Gloor was a member of the Financial

Institutions Group at Nomura specializing in SPAC and Specialty Finance investment banking.

From November 2014 to September 2018, Mr.

Gloor was a member of the Advisory & Financing

Group at Societe Generale Corporate & Investment Banking, where he provided event-driven bridge and term lending and capital structure

advisory services to blue-chip corporate clients and completed several prominent financing transactions supporting M&A and corporate

Gloor was a member of the Advisory & Financing Group at Societe Generale Corporate & Investment Banking, where he provided event-driven

bridge and term lending and capital structure advisory services to blue-chip corporate clients and completed several prominent financing

transactions supporting M&A and corporate actions.

Gloor received an M.Sc.

in Accounting and Finance from the London School of Economics and Political Science in London, United

Kingdom and a BBA from the Norwegian Business School in Oslo, Norway.

in Accounting and Finance from the London School of

Economics and Political Science in London, United Kingdom and a BBA from the Norwegian Business School in Oslo, Norway.

Vadim Komissarov, one of our

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Business Strategy

We believe that the wide network of our management

team delivers access to a broad spectrum of business combination opportunities across the technology sector and specifically those that

are located in Israel.

The concept of special purpose acquisition companies is relatively new to Israeli companies and thought leaders.

Our intimate knowledge and connections within this market will help us identify targets that can best utilize the tools as well as the

operational and financial expertise within our management team, and eventually act as a pathway to the public market for best-in-class private

We intend to target technology companies that we

consider to have strong management teams, robust growth prospects and that provide a differentiated product or service.

Opportunities

range from high-growth, disruptive technologies to more mature, high-margin, stable businesses with established market presence and leadership

Because we believe that certain domains present

particularly strong growth opportunities, we intend to focus primarily on the following technology sectors:

We believe that the wide network

of our management team delivers access to a broad spectrum of business combination opportunities across the technology sector and specifically

those that are located in Israel.

The concept of special purpose acquisition companies is relatively new to Israeli companies and thought

Our intimate knowledge and connections within this market will help us identify targets that can best utilize the tools as well

as the operational and financial expertise within our management team, and eventually act as a pathway to the public market for best-in-class private

We intend to target technology

companies that we consider to have strong management teams, robust growth prospects and that provide a differentiated product or service.

Opportunities range from high-growth, disruptive technologies to more mature, high-margin, stable businesses with established market presence

and leadership position.

Because we believe that certain

domains present particularly strong growth opportunities, we intend to focus primarily on the following technology sectors:

Cybersecurity

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Cloud computing

While we see opportunities in the above market segments,

we do not limit our search to only those segments of the tech ecosystem, but target a wide variety of companies that deliver a unique

technology solution, disruptive product or service instead.

We believe that our extensive experience and demonstrated success in both

investing and operating businesses in this industry has culminated in a unique set of capabilities, such as:

While we see opportunities

in the above market segments, we do not limit our search to only those segments of the tech ecosystem, but target a wide variety of companies

that deliver a unique technology solution, disruptive product or service instead.

We believe that our extensive experience and demonstrated

success in both investing and operating businesses in this industry has culminated in a unique set of capabilities, such as:

Management and operating expertise :

management team has extensive experience in the tech industry and contacts that will enhance our ability to identify appropriate business

combination candidates.

The members of our management team have managed public and private companies, served as board members in public

and private companies, have the experience managing large-scale operations, and can bring significant value, both operationally

and strategically to target companies.

Our management team has extensive experience in the tech industry and contacts that will enhance our ability to identify appropriate business combination candidates.

The members of our management team have managed public and private companies, served as board members in public and private companies, have the experience managing large-scale operations, and can bring significant value, both operationally and strategically to target companies.

Status as a public company :

venture capital, entrepreneur or private equity-owned companies lack the public market currency needed to grow and take the next

step in its evolution.

Many venture capital, entrepreneur or private equity-owned companies lack the public market currency needed to grow and take the next step in its evolution.

We believe that our company provides a solution that will enable accelerated growth of the target.

Our vast experience

growing companies, as well as taking companies public, will bring significant value to the target company.

Our vast experience growing companies, as well as taking companies public, will bring significant value to the target company.

Business Combination Criteria

We have identified the following general criteria

and guidelines that we believe are important in evaluating prospective target companies.

We use these criteria and guidelines in evaluating

initial business combination opportunities, but we may decide to enter into our initial business combination with a target company that

does not meet these criteria and guidelines.

We have identified the following

general criteria and guidelines that we believe are important in evaluating prospective target companies.

We use these criteria and guidelines

in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target

company that does not meet these criteria and guidelines.

High Growth and Large Addressable Markets .

intend to seek out opportunities in large markets and fast-growing technology segments.

We intend to seek out opportunities in large markets and fast-growing technology segments.

Companies with Strong Market Position .

intend to pursue an initial business combination with companies that have a defensible market position, with demonstrated advantages

when compared to their competitors and which create barriers to entry against new competitors.

● Companies with Competitive Technological Edge .

intend to pursue an initial business combination with companies that have developed or have access to technologies that give them a competitive

advantage, are utilizing or are able to utilize such technologies to expand their customer base, increase market share and outperform

their peers through innovation, which we believe can drive improved financial performance.

● Companies with a Strong Management Team .

will select companies with a strong management team that is passionate about their business, have the capability as well as the expertise

to grow their business, capable of defining their long-term strategy, excel in execution, and have the expertise to develop great

products and services.

● Companies with Revenue and Earnings Growth Potential .

intend to pursue an initial business combination with companies that have multiple, diverse potential drivers of revenue and earnings

● Companies that Can Benefit from Access to Capital .

intend to pursue an initial business combination with fundamentally sound companies that display unrecognized value, a need for capital

to achieve the company’s growth strategy by utilizing access to capital through an initial business combination with us and access

to broader capital markets by being a publicly traded company.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be

based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may

deem relevant.

In the event that we decide to enter into a business combination with a target company that does not meet the above criteria

and guidelines, we will disclose that the target company does not meet the above named criteria in our shareholder communications related

to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer

materials, as applicable, that we would file with the SEC.

In evaluating a prospective target company, we expect to conduct a due diligence

review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers

and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

We intend to pursue an initial business combination with companies that have a defensible market position, with demonstrated advantages when compared to their competitors and which create barriers to entry against new competitors.

Companies with

Competitive Technological Edge .

We intend to pursue an initial business combination with companies that have developed or

have access to technologies that give them a competitive advantage, are utilizing or are able to utilize such technologies to expand

their customer base, increase market share and outperform their peers through innovation, which we believe can drive improved

financial performance.

Companies with a

Strong Management Team .

We will select companies with a strong management team that is passionate about their business, have

the capability as well as the expertise to grow their business, capable of defining their long-term strategy, excel in

execution, and have the expertise to develop great products and services.

Companies with

Revenue and Earnings Growth Potential .

We intend to pursue an initial business combination with companies that have

multiple, diverse potential drivers of revenue and earnings growth.

Companies that Can

Benefit from Access to Capital .

We intend to pursue an initial business combination with fundamentally sound companies that

display unrecognized value, a need for capital to achieve the company’s growth strategy by utilizing access to capital through

an initial business combination with us and access to broader capital markets by being a publicly traded company.

These criteria are not intended

to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant,

on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

that we decide to enter into a business combination with a target company that does not meet the above criteria and guidelines, we will

disclose that the target company does not meet the above named criteria in our shareholder communications related to our initial business

combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable,

that we would file with the SEC.

In evaluating a prospective target company, we expect to conduct a due diligence review which may encompass,

among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections

of facilities, as well as reviewing financial and other information which will be made available to us.

Initial Business Combination

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such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.

Our amended and

restated memorandum and articles of association provides that we renounce our 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 the company

and it is an opportunity that we are able to complete on a reasonable basis.

We do not believe, however, that the fiduciary duties or

contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

Our Articles provide

that we renounce our 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 the company and it is an opportunity that we are able to complete

on a reasonable basis.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will

materially affect our ability to complete our initial business combination.

In addition, our sponsor and

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conflicts would materially affect our ability to complete our initial business combination.

Prior to the date of this

Annual Report on Form 10-K, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section

12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

As a result, we are subject to the rules and regulations promulgated

under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange

Act prior or subsequent to the consummation of our initial business combination.

We have previously filed a

Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act

of 1934, as amended, or the Exchange Act.

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent

to the consummation of our initial business combination.

Status as a Public Company

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With funds available for a

business combination initially in the amount of $323,692,510 (assuming no redemptions), after payment of $11,329,238 of deferred underwriting

fees, we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential

growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete

our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility

to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs

However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to

business combination in the amount of $24.1 million (assuming no further redemptions), we offer a target business a variety of options,

such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening

its balance sheet by reducing its debt ratio.

Because we are able to complete our initial business combination using our cash, debt or

equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us

to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken any steps to secure

third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

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combination, to fund the purchase of other companies, or for working capital.

We have not selected any specific

business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly,

with any business combination target with respect to an initial business combination with us.

While we may pursue an initial business

combination target in any industry, we intend to focus our search on companies with advanced and highly differentiated solutions for the

technology sector.

Accordingly, there is no current basis for investors in the IPO to evaluate the possible merits or risks of the target

business with which we may ultimately complete our initial business combination.

Although our management will assess the risks inherent

in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all

risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do nothing

to control or reduce the chances that those risks will adversely affect a target business.

While we may pursue an initial

business combination target in any industry, we intend to focus our search on companies with advanced and highly differentiated solutions

for the technology sector.

Accordingly, there is no current basis for investors in the IPO to evaluate the possible merits or risks of

the target business with which we may ultimately complete our initial business combination.

Although our management will assess the risks

inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying

all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do

nothing to control or reduce the chances that those risks will adversely affect a target business.

We may seek to raise additional

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Sources of Target Businesses

We anticipate that target

business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, private investment

funds and other members of the financial and fintech communities.

Target businesses may be brought to our attention by such unaffiliated

sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target businesses in which

they think we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report on Form 10-K and

know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, may also bring to our attention

target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions

they may have, as well as attending trade shows or conventions.

In addition, we expect to receive a number of proprietary deal flow opportunities

that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business

acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s

fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not

otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines

is in our best interest to pursue.

Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any

such fee will be paid out of the funds held in the trust account.

In no event, however, will our sponsor or any of our existing officers

or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the

company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless

of the type of transaction that it is).

In addition, we pay our sponsor $10,000 per month for office space, utilities, secretarial and

administrative support services provided to members of our management team.

We may also elect to make payment of customary fees to members

of our board of directors for director service.

Any such payments prior to our initial business combination will be made from funds held

outside the trust account.

Other than the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect

of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers

prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless

of the type of transaction that it is).

We anticipate that

target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, private

investment funds and other members of the financial and fintech communities.

Target businesses may be brought to our attention by

such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to

target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this

Annual Report on Form 10-K and know what types of businesses we are targeting.

Our officers and directors, as well as their

affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as

a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a

result of the track record and business relationships of our officers and directors.

While we do not presently anticipate engaging

the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage

these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation

to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the

extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or

if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest

Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be

paid out of the funds held in the trust account.

In no event, however, will our sponsor or any of our existing officers or

directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the

company prior to, or for any services they render in order to effectuate, the completion of our initial business combination

(regardless of the type of transaction that it is).

In addition, we pay Sagara Group, LLC $10,000 per month for office space,

utilities, secretarial and administrative support services provided to members of our management team.

We may also elect to make

payment of customary fees to members of our board of directors for director service.

Any such payments prior to our initial business

combination will be made from funds held outside the trust account.

Other than the foregoing, there will be no finder’s fees,

reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers

or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to

effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

We are not prohibited from

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We may conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum

and articles of association.

However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or

we may decide to seek shareholder approval for business or other reasons.

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Articles.

However, we will seek

shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business

or other reasons.

Under Nasdaq’s listing

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Limitations on Redemptions

Our amended and restated memorandum

and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets

to be less than $5,000,001.

In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash

consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention

of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary

shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed

initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination

or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

We may, however,

raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial

business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following the closing

of the IPO, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Our Articles provide that

in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or

its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for

redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed

the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class

A ordinary shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance

of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including

pursuant to forward purchase agreements or backstop arrangements we may enter into following the closing of the IPO, in order to, among

other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

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our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or

seek to amend our amended and restated memorandum and articles of association would require shareholder approval.

So long as we obtain

and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

seek to amend our Articles would require shareholder approval.

So long as we obtain and maintain a listing for our securities on Nasdaq,

we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide

our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in

provisions of our amended and restated memorandum and articles of association and applies whether or not we maintain our registration

under the Exchange Act or our listing on Nasdaq.

Such provisions may be amended if approved by holders of 65% of our ordinary shares entitled

to vote thereon, so long as we offer redemption in connection with such amendment.

provisions of our Articles and applies whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq.

provisions may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon, so long as we offer redemption

in connection with such amendment.

If we provide our public shareholders

with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated

memorandum and articles of association:

with the opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our Articles:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

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approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is

As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would need 11,623,470,

or 35.9%, of the 32,369,251 public shares sold in the IPO to be voted in favor of an initial business combination in order to have our

initial business combination approved.

These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors,

may make it more likely that we will consummate our initial business combination.

Each public shareholder may elect to redeem their public

shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record

date for the general meeting held to approve the proposed transaction.

As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would not need any

of the public shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial business combination

These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely

that we will consummate our initial business combination.

Each public shareholder may elect to redeem their public shares irrespective

of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general

meeting held to approve the proposed transaction.

If a shareholder vote is not

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or shares delivered by public shareholders who elected to redeem their shares.

Our amended and restated memorandum

and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets

to be less than $5,000,001.

In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash

consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention

of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary

shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed

initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination

or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

We may, however,

raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection

with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following

consummation of the IPO, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Our Articles provide that

in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or

its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for

redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed

the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class

A ordinary shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance

of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination,

including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of the IPO, in order

to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Limitation on Redemption Upon Completion of

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of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with

any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as

defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without

our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts

by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us

or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its

redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current

market price or on other undesirable terms.

By limiting our shareholders’ ability to redeem no more than 15% of the shares sold

in the IPO, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete

our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition

that we have a minimum net worth or a certain amount of cash.

the tender offer rules, our Articles provide that a public shareholder, together with any affiliate of such shareholder or any other person

with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be

restricted from seeking redemption rights with respect to Excess Shares without our prior consent.

We believe this restriction will discourage

shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their

redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant

premium to the then-current market price or on other undesirable terms.

Absent this provision, a public shareholder holding more than

an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not

purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.

our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO, we believe we will limit the ability of a small

group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection

with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of

However, we would not be restricting

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If No Initial Business Combination

Our amended and restated memorandum

and articles of association provides that we will have until March 23, 2023 to complete our initial business combination.

If we are unable

to complete our initial business combination by March 23, 2023, we will:

(i) cease all operations except for the purpose of winding up,

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the

trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding

public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive

further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our

obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail

to complete our initial business combination by March 23, 2023.

Our Articles provide that

we will have until the Extended Date to complete our initial business combination.

If we are unable to complete our initial business combination

by the Extended Date, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and

up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders

and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands

law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

There will be no redemption

rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business

combination by the Extended Date.

In identifying, evaluating

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negotiating an initial business combination.

We currently utilize office

space at 445 Park Avenue, 9th Floor, New York, NY 10022 from our sponsor and the members of our management team as our executive offices.

We consider our current office space adequate for our current operations.

We currently have two officers:

Danny Yamin and Samuel Gloor.

These individuals are not obligated to devote any specific number of hours to our matters but they intend

to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination

and the stage of the business combination process we are in.

We do not intend to have any full time employees prior to the completion

of our initial business combination.

We currently utilize office space

at 445 Park Avenue, 9th Floor, New York, NY 10022 from Sagara Group, LLC as our executive offices.

We consider our current office space

adequate for our current operations.

We currently have one officer:

Samuel Gloor.

This individual is not obligated to devote any specific number of hours to our matters but he intends to devote as much

of his time as he deems necessary to our affairs until we have completed our initial business combination.

The amount of time he will

devote in any time period will vary based on whether a target business has been selected for our initial business combination and the

stage of the business combination process we are in.

We do not intend to have any full time employees prior to the completion of our initial

business combination.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business