What changed in this filing

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Item 1. Business

2026-03-25 compared with 2025-03-21 · 370 added, 385 removed, 502 unchanged (60% of the section changed)

are a blank check company incorporated on February 21, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting

a Business Combination.

We have not selected any Business Combination target.

may pursue an initial Business Combination target in any business or industry or at any stage of its corporate evolution.

focus, however, will be in completing a Business Combination with an established business of scale poised for continued growth, led by

a highly regarded management team.

Our Management Team has an extensive track record of acquiring attractive assets at disciplined valuations,

investing in growth while fostering financial discipline and improving business results.

2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs

and time related thereto.

a Business Combination with one or more businesses or entities.

We may pursue an initial Business Combination in any business or industry.

To date, our efforts have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and

(iii) searching for and consummating a Business Combination.

As of the date of this Report, we have not selected any specific Business

Combination target.

We have generated no operating revenues to date, and we do not expect that we will generate operating revenues until

we consummate our initial Business Combination.

Public Offering

IPO Registration Statement became effective on June 17, 2024.

On June 20, 2024, we consummated our Initial Public Offering of 23,000,000

Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option.

Each Unit consists of one Public

Share and one-half of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary

Share for $11.50 per share.

Each Unit consists of one

Public Share and one-half of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A

Ordinary Share for $11.50 per share.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company of $230,000,000,

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Simultaneously

with the closing of the Initial Public Offering, we completed the private sale of an aggregate of 6,000,000 Private Placement Warrants

to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds

of $6,000,000.

Of those 6,000,000 Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants and Cantor

purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants (and underlying securities) are identical to the

Public Warrants, except as otherwise disclosed herein.

total of $230,000,000, comprised of $224,000,000 of the proceeds from the Initial Public Offering and $6,000,000 of the proceeds of the

Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

is the job of our Sponsor and Management to complete our initial Business Combination.

Our Management is led by Ophir Sternberg, our

Chairman, President and Chief Executive Officer, Paul Rapisarda, our Chief Financial Officer and Faquiry Diaz Cala, our Chief Operating

We must complete our initial Business Combination by June 20, 2026, the end of our Combination Period, which is 24 months from

the closing of our Initial Public Offering.

If our initial Business Combination is not consummated by the end of our Combination Period,

then, unless our Board of Directors shall otherwise determine, our existence will terminate, and we will distribute all amounts in the

Trust Account.

We may seek to extend the Combination Period consistent with applicable

laws, regulations and stock exchange rules by amending our Amended and Restated Charter.

Such an amendment would require the approval

of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with

the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect

our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial

Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet the Nasdaq 36-Month Requirement, our securities

will likely be subject to a suspension of trading and delisting from Nasdaq.

with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the

private sale of an aggregate of 6,000,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a purchase

price of $1.00 per Private Placement Warrant, generating gross proceeds to our Company of $6,000,000.

Of those 6,000,000 Private Placement

Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.

total of $230,000,000, comprised of $224,000,000 of the proceeds from the Initial Public Offering and $6,000,000 of the proceeds from

the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

is the job of our Sponsor and Management Team to complete our initial Business Combination.

Our Management Team is led by (i) Ophir Sternberg,

our Chairman, President and Chief Executive Officer, (ii) Paul Rapisarda, our Chief Financial Officer and (iii) Faquiry Diaz Cala, our

Chief Operating Officer.

We must complete our initial Business Combination by (x) June 20, 2026, the end of our Combination Period, which

is 24 months from the closing of our Initial Public Offering, (y) such earlier liquidation date as our Board may approve or (z) such

later date as our shareholders may approve pursuant to the Amended and Restated Articles.

If our initial Business Combination is not

consummated by the end of our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust Account

as described elsewhere in this Report.

may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended

and Restated Articles.

Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided

the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval.

Such redemptions will

decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the

Nasdaq 36-Month Requirement.

If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of

trading and delisting from Nasdaq.

Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor

entity, which may result in a change to our Management Team.

Management is pragmatic, measuring our success in both immediate and continuous financial return balanced across all stakeholders.

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respect to initial Business Combination opportunities.

We may pursue an acquisition in any business industry or sector.

seek to acquire established businesses of scale that we believe are poised for continued growth with capable management teams and proven

unit economics, but potentially in need of financial, operational, strategic or managerial enhancement to maximize value.

We do not intend

to acquire startup companies or companies without established business plans.

Our Management Team seeks to leverage their access to proprietary

deal flow, sourcing capabilities and network of industry contacts to generate Business Combination opportunities.

may pursue an acquisition in any business industry or sector.

We seek to acquire established businesses of scale that we believe are

poised for continued growth with capable management teams and proven unit economics, but potentially in need of financial, operational,

strategic or managerial enhancement to maximize value.

We do not intend to acquire startup companies or companies without established

business plans.

Our Management Team leverages their access to proprietary deal flow, sourcing capabilities and network of industry contacts

to generate Business Combination opportunities.

Investment Thesis and Strategy

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with a target business that does not meet these criteria and guidelines.

Business Size .

We seek to invest in one or more businesses, determined in the sole discretion

of our officers and directors according to reasonably accepted valuation standards and methodologies.

Unit Economics and Growing Companies .

We seek to invest in one or more businesses that

have generated attractive unit economics at scale.

We will focus on one or more businesses

that have established and growing revenue streams.

Target Business Size .

We seek to invest in one or more businesses, determined in the sole discretion of our officers and directors according to reasonably

accepted valuation standards and methodologies.

Proven Unit Economics

and Growing Companies .

We seek to invest in one or more businesses that have generated attractive unit economics at scale.

will focus on one or more businesses that have established and growing revenue streams.

We do not intend to acquire startup companies,

companies with speculative business plans, or companies that are excessively leveraged.

● Competitive

We intend to invest in one or more businesses that have a leading, growing

or unique niche market position in their respective sectors.

We analyze the strengths and

weaknesses of target businesses relative to their competitors.

We seek to invest in one or

more businesses that demonstrate advantages when compared to their competitors, including

capable management team, defensible proprietary technology, strong adoption rates, and relevant

domain expertise.

Management Team .

We seek to invest in one or more businesses that have experienced management

teams or those that provide a platform for us to assemble an effective and capable management

We are focusing on management teams with a track record of driving revenue growth and

creating value for their shareholders.

from Being a Public Company .

We intend to invest in one or more businesses that will

benefit from being publicly listed and can effectively utilize the broader access to capital

and the public profile to grow and accelerate shareholder value creation.

Business Niche .

We seek companies that have a leading or niche market position and that

demonstrate advantages when compared to their competitors, which may help to create barriers

to entry against new competitors.

for Stable Free Cash Flow .

We seek to acquire a business that has historically generated,

or has the near-term potential to generate, strong and sustainable free cash flow.

Competitive Position .

We intend to invest in one or more businesses that have a leading, growing or unique niche market position in their respective sectors.

We analyze the strengths and weaknesses of target businesses relative to their competitors.

We seek to invest in one or more businesses

that demonstrate advantages when compared to their competitors, including capable management team, defensible proprietary technology,

strong adoption rates, and relevant domain expertise.

Capable Management Team .

We seek to invest in one or more businesses that have experienced management teams or those that provide a platform for us to assemble

an effective and capable management team.

We are focusing on management teams with a track record of driving revenue growth and creating

value for their shareholders.

Benefit from Being a

Public Company .

We intend to invest in one or more businesses that will benefit from being publicly listed and can effectively

utilize the broader access to capital and the public profile to grow and accelerate shareholder value creation.

Defensible Business

We seek companies that have a leading or niche market position and that demonstrate advantages when compared to their

competitors, which may help to create barriers to entry against new competitors.

Potential for Stable

Free Cash Flow .

We seek to acquire a business that has historically generated, or has the near-term potential to generate, strong

and sustainable free cash flow.

criteria are not intended to be exhaustive.

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completed will result in our incurring losses and will reduce the funds available for us to use to complete another Business Combination.

The Nasdaq Rules require that we must complete one or more Business

Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the

deferred underwriting commissions and taxes payable on the interest earned on the Trust Account, if any) (the “80% Test”).

Our Board of Directors will make the determination as to the fair market value of our initial Business Combination.

If our Board of Directors

is not able to independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such

While we consider it likely that our Board of Directors will be able to make an independent determination of the fair market

value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular

target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.

Additionally, pursuant

to the Nasdaq Rules, any initial Business Combination must be approved by a majority of our independent directors.

Nasdaq Rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of

the value of the assets held in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account,

if any, and such test, the “80% Test”).

Our Board of Directors will make the determination as to the fair market value of

our initial Business Combination.

If our Board of Directors is not able to independently determine the fair market value of our initial

Business Combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly

renders valuation opinions with respect to the satisfaction of such criteria.

While we consider it likely that our Board of Directors

will be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do

so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty

as to the value of the target’s assets or prospects.

Additionally, pursuant to the Nasdaq Rules, any initial Business Combination

must be approved by a majority of our independent directors.

anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares

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for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial Business

We are not prohibited from pursuing an initial Business Combination

with a company that is affiliated with our sponsor, officers or directors or completing the Business Combination through a joint venture

or other form of shared ownership with our sponsor, officers or directors.

In the event we seek to complete our initial Business Combination

with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers

or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another

independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business

Combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors

or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated

Articles) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent

investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be

paid by us in such an initial Business Combination is fair to our Company from a financial point of view.

We are not required to obtain

such an opinion in any other context.

of our Management Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants and,

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Cayman Islands law.

Our Amended and Restated Charter provide that, to the fullest extent permitted by law:

Our Amended and Restated Articles provide that, to the fullest extent permitted by law:

(i) no individual serving

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our ability to complete our initial Business Combination.

business candidates are also brought to our attention from various unaffiliated sources, including investment bankers and private investment

Target businesses are brought to our attention by such unaffiliated sources as a result of being solicited by us through calls

These sources also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since

many of these sources know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, 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 may 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.

We may engage professional firms or other individuals that specialize in Business Combination 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.

to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors,

or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order

to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,

will be paid from funds held outside the Trust Account.

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.

as a Public Company

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approval of any proposed initial Business Combination, negatively.

With funds available for a

Business Combination in the amount of approximately $236,335,105 as of December 31, 2024, before payment of $9,800,000 of deferred underwriting

fees and taxes payable, if any, 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.

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 allows 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.

funds available for a Business Combination in the amount of approximately $246,161,982 as of December 31, 2025, before payment of the

$9,800,000 Deferred Fee and taxes payable, if any, 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 allows 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.

Our Initial Business Combination

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or for working capital.

may pursue an initial Business Combination in any business or industry.

Our primary focus, however, is in completing a Business Combination

with an established business of scale poised for continued growth, led by a highly regarded management team.

Although our Management

assesses 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.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial

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our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial Business

of Target Businesses

business candidates are brought to our attention from various unaffiliated sources, including investment bankers and private investment

Target businesses are brought to our attention by such unaffiliated sources as a result of being solicited by us through calls

These sources also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since

many of these sources know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, 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 directors.

We may engage professional firms or other individuals that specialize in Business Combination

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.

to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors,

or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order

to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,

will be paid from funds held outside the Trust Account.

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.

of Business Diversification

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diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may

have a substantial adverse impact on the particular industry in which we operate after our

initial Business Combination, and

us to depend on the marketing and sale of a single product or limited number of products

subject us to negative

economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry

in which we operate after our initial Business Combination, and

cause us to depend on the

marketing and sale of a single product or limited number of products or services.

Ability to Evaluate the Target’s Management Team

Although we closely scrutinize

the management of a prospective target business when evaluating the desirability of effecting our initial Business Combination with that

business, our assessment of the target business’s management may not prove to be correct.

In addition, the future management may

not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our

Management Team, if any, in the target business cannot presently be stated with any certainty.

The determination as to whether any of

the members of our Management Team will remain with the combined company will be made in connection with our initial Business Combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business

Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination.

Moreover, we cannot assure you that members of our Management Team will have significant experience or knowledge relating to the operations

of the particular target business.

We cannot assure you that

any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether

any of our key personnel will remain with the combined company will be made in connection with our initial Business Combination.

we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business

Combination with that business, our assessment of the target business’s management may not prove to be correct.

In addition, the

future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future

role of members of our Management Team, if any, in the target business cannot presently be stated with any certainty.

The determination

as to whether any of the members of our Management Team will remain with the combined company will be made in connection with our initial

Business Combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following

our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial

Business Combination.

Moreover, we cannot assure our shareholders that members of our Management Team will have significant experience

or knowledge relating to the operations of the particular target business.

also cannot assure our shareholders that any of our key personnel will remain in senior management or advisory positions with the combined

The determination as to whether any of our key personnel will remain with the combined company will be made in connection with

our initial Business Combination.

a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,

knowledge or experience necessary to enhance the incumbent management.

cannot assure our shareholders that we will have the ability to recruit additional managers, or that additional managers will have the

requisite skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve Our Initial Business Combination

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 Charter.

and Restated Articles.

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

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the Nasdaq Rules, shareholder approval would be required for our initial Business Combination if, for example:

issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary

Shares then outstanding (other than in a public offering);

our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust

Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be

acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares

or voting power of 5% or more;

issuance or potential issuance of Ordinary Shares will result in our undergoing a change

we issue Ordinary Shares

that will be equal to or in excess of 20% of the number of our Ordinary Shares then outstanding (other than in a public offering);

any of our directors, officers

or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust Account (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise

and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares or voting power

of 5% or more;

the issuance or potential

issuance of Ordinary Shares will result in our undergoing a change of control.

decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval

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Public Shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Sponsor, directors, officers, advisors and their affiliates will be restricted from making purchases of Public Shares if the purchases

would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Sponsor, directors, officers, advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would

violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16

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to the following:

registration statement/proxy statement filed for our Business Combination transaction would

disclose the possibility that our Sponsor, directors, officers, advisors and their affiliates

may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption

process, along with the purpose of such purchases;

our Sponsor, directors, officers, advisors and their affiliates were to purchase Public Shares

or Public Warrants from Public Shareholders, they would do so at a price no higher than the

price offered through our redemption process;

registration statement/proxy statement filed for our Business Combination transaction would

include a representation that any of our securities purchased by our Sponsor, directors,

officers, advisors and their affiliates would not be voted in favor of approving the Business

Combination transaction;

Sponsor, directors, officers, advisors and their affiliates would not possess any redemption

rights with respect to our securities or, if they do acquire and possess redemption rights,

they would waive such rights;

would disclose in a Current Report on Form 8-K, before our security holder meeting to approve

the Business Combination transaction, the following material items:

amount of our securities purchased outside of the redemption offer by our Sponsor, directors,

officers, advisors and their affiliates, along with the purchase price;

purpose of the purchases by our Sponsor, directors, officers, advisors and their affiliates;

impact, if any, of the purchases by our Sponsor, directors, officers, advisors and their

affiliates on the likelihood that the Business Combination transaction will be approved;

identities of our security holders who sold to our Sponsor, directors, officers, advisors

and their affiliates (if not purchased on the open market) or the nature of our security

holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors

and their affiliates;

number of our securities for which we have received redemption requests pursuant to our redemption

our registration statement/proxy

statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, directors, officers, advisors

and their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along

with the purpose of such purchases;

if our Sponsor, directors,

officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, they would do

so at a price no higher than the price offered through our redemption process;

our registration statement/proxy

statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our

Sponsor, directors, officers, advisors and their affiliates would not be voted in favor of approving the Business Combination transaction;

our Sponsor, directors,

officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire

and possess redemption rights, they would waive such rights;

we would disclose in a

Current Report on Form 8-K, before our security holder meeting to approve the Business Combination transaction, the following material

the amount of our securities

purchased outside of the redemption offer by our Sponsor, directors, officers, advisors and their affiliates, along with the purchase

the purpose of the purchases

by our Sponsor, directors, officers, advisors and their affiliates;

the impact, if any, of

the purchases by our Sponsor, directors, officers, advisors and their affiliates on the likelihood that the Business Combination

transaction will be approved;

the identities of our security

holders who sold to our Sponsor, directors, officers, advisors and their affiliates (if not purchased on the open market) or the

nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors and their affiliates;

the number of our securities

for which we have received redemption requests pursuant to our redemption offer.

in Connection with Our Initial Business Combination

Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our Public

Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial Business Combination,

all or a portion of their Public Shares upon the completion of our initial Business Combination at 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

initial Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable, if any), divided

by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein.

The amount in the

Trust Account was approximately $10.28 per Public Share as of December 31, 2024 (before taxes payable, if any).

The per share amount we

will distribute to investors who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions we will

pay to the underwriters.

will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial

Business Combination, all or a portion of their Public Shares upon the completion of our initial Business Combination at 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 initial Business Combination, including interest earned on the funds held in the Trust Account (net of taxes

payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described

As of December 31, 2025, the Redemption Price was $10.70 per Public Share (before taxes payable, if any).

The per share amount

we will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee we will pay

to the Underwriters.

Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have

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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 Public 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 any forward

purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets

or minimum cash requirements.

amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares

submitted for redemption will be returned to the Public Shareholders 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

any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net

tangible assets or minimum cash requirements.

of Conducting Redemptions

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than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or

seek to amend our Amended and Restated Charter, 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 shareholder approval requirements under the Nasdaq 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 are contained in provisions

of our Amended and Restated Charter and will apply whether or not we maintain our registration under the Exchange Act or our listing on

seek to amend our Amended and Restated 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 shareholder approval requirements under the Nasdaq Rules.

requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed

above are contained in provisions of our Amended and Restated Articles and will apply whether or not we maintain our registration under

the Exchange Act or our listing on Nasdaq.

Such provisions may be amended if approved by a Special Resolution.

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 Charter:

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

proxy materials with the SEC.

pursuant to our Amended and Restated 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

file proxy materials with

the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection

therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.

If we seek shareholder approval,

we will complete our initial Business Combination only if we receive an Ordinary Resolution.

A quorum for such meeting will be present

if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are represented in person or by

Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers

and directors have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after the Initial

Public Offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination.

of seeking approval of an Ordinary Resolution, non-votes will have no effect on the approval of our initial Business Combination once

a quorum is obtained.

As a result, in addition to

our Sponsor’s Founder Shares, we would need 7,666,667, or 33.3%, of the 23,000,000 Public Shares sold in the Initial Public Offering

to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming all outstanding

shares are voted.

Assuming that only the holders of one-third of our issued and outstanding Ordinary Shares, representing a quorum under

our Amended and Restated Charter vote their shares at a general meeting of our shareholders, we will not need any Public Shares in addition

to our Founder Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination.

if our initial Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law,

the approval of our initial Business Combination will require a Special Resolution.

In addition, prior to the closing of our initial Business

Combination, only holders of our Class B Ordinary Shares (i) will have the right to appoint and remove directors prior to or in connection

with the completion of our initial Business Combination and (ii) will be entitled to vote on continuing our Company in a jurisdiction

outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional

documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

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 do not vote or abstain from voting on the proposed transaction, or whether

they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction.

we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution.

such meeting will be present if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting

are represented in person or by proxy.

Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter

Agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after

the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination.

For purposes of seeking approval of an Ordinary Resolution, non-votes will have no effect on the approval of our initial Business Combination

once a quorum is obtained.

a result, in addition to our Sponsor’s Founder Shares, we would need 7,666,667, or 33.3%, of the 23,000,000 Public Shares sold

in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination

approved, assuming all outstanding shares are voted.

Assuming that only the holders of one-third of our issued and outstanding Ordinary

Shares, representing a quorum under our Amended and Restated Articles vote their Ordinary Shares at a general meeting of our shareholders,

we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an initial Business Combination in order

to approve an initial Business Combination.

However, if our initial Business Combination is structured as a statutory merger or consolidation

with another company under Cayman Islands law, the approval of our initial Business Combination will require a Special Resolution.

addition, prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares (i) have the right to

appoint and remove directors prior to or in connection with the completion of our initial Business Combination and (ii) are entitled

to vote on continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our

constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation

in a jurisdiction outside the Cayman Islands).

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 do not vote or

abstain from voting on the proposed transaction, or whether they were a Public Shareholder on the record date for the general meeting

held to approve the proposed transaction.

a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate

issuer tender offers, and

tender offer documents with the SEC prior to completing our initial Business Combination

that contain substantially the same financial and other information about the initial Business

Combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

conduct the redemptions

pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer documents

with the SEC prior to completing our initial Business Combination that contain substantially the same financial and other information

about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates

the solicitation of proxies.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,

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than the number of Public Shares we are permitted to redeem.

If Public Shareholders tender more shares than we have offered to purchase,

we will withdraw the tender offer and not complete the initial Business Combination.

If Public Shareholders tender more Public Shares than we have offered to

purchase, we will withdraw the tender offer and not complete the initial Business Combination.

the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we

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intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their

Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer

Public Shares in “street name,” to, at the holder’s option, either deliver their Public Share certificates to our transfer

agent or deliver their shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials

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amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public 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

any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net

tangible assets or minimum cash requirements.

on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

submitted for redemption will be returned to the Public Shareholders 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 any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy

such net tangible assets or minimum cash requirements.

on Redemptions Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

we seek shareholder approval 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 Charter provides that a Public Shareholder, together with any

Combination pursuant to the tender offer rules, our Amended and Restated Articles provide that 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 under Section 13 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 sold in the Initial Public Offering (the “Excess Shares”) without our prior consent.

an aggregate of 15% of the Ordinary Shares sold in the Initial Public Offering (the “Excess Shares”) without our prior consent.

We believe this restriction will discourage Public Shareholders from accumulating large blocks of Public Shares, and subsequent attempts

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Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public

Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our Management

Offering could threaten to exercise its redemption rights if such Public 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.

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amount of cash.

we would not be restricting our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or

against our initial Business Combination.

we will not restrict our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against

our initial Business Combination.

Share Certificates in Connection with the Exercise of Redemption Rights

As described above, we intend to require our Public Shareholders seeking

to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at

the holder’s option, either deliver their share certificates to our transfer agent or deliver their Public Shares to our transfer

agent electronically using the DWAC system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial

Business Combination.

In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder

seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior

to the scheduled vote in which the name of the beneficial owner of such Public Shares is included.

The proxy materials or tender offer

documents, as applicable, that we will furnish to our Public Shareholders in connection with our initial Business Combination will indicate

whether we are requiring Public Shareholders to satisfy such delivery requirements.

Accordingly, a Public Shareholder would have up to

two business days prior to the scheduled vote on the initial Business Combination if we distribute proxy materials, or from the time we

send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its Public Shares if

it wishes to seek to exercise its redemption rights.

In the event that a shareholder fails to comply with these or any other procedures

disclosed in the proxy or tender offer materials, as applicable, its Public Shares may not be redeemed.

Given the relatively short exercise

period, it is advisable for Public Shareholders to use electronic delivery of their Public Shares.

described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders

or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to

our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth

in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business

days prior to the scheduled vote on the proposal to approve the initial Business Combination.

In addition, if we conduct redemptions

in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit

a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial

owner of such Public Shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to our Public

Shareholders in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy

such delivery requirements.

Accordingly, a Public Shareholder would have up to two business days prior to the scheduled vote on the initial

Business Combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the

tender offer period, as applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights.

the event that a Public Shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials,

as applicable, its Public Shares may not be redeemed.

Given the relatively short exercise period, it is advisable for Public Shareholders

to use electronic delivery of their Public Shares.

is a nominal cost associated with the above-referenced process and the act of certificating the Public Shares or delivering them through

the DWAC System.

The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100.00 and

it would be up to the broker whether or not to pass this cost on to the redeeming holder.

The transfer agent will typically charge the broker submitting or tendering Public Shares a fee of approximately $100.00

and it would be up to the broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless

of whether or not we require holders seeking to exercise redemption rights to submit or tender their Public Shares.

The need to deliver

Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

of whether or not we require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares.

to deliver Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender

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case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their Public Shares.

our initial proposed Business Combination is not completed, we may continue to try to complete a Business Combination with a different

target until the end of the Combination Period.

our initial Business Combination is not completed, we may continue to try to complete a Business Combination with a different target

until the end of the Combination Period.

of Public Shares and Liquidation if No Initial Business Combination

Amended and Restated Charter provides that we have only the duration of the Combination Period to complete our initial Business Combination.

Amended and Restated Articles provide that we have only the duration of the Combination Period to complete our initial Business Combination.

If we have not completed our initial Business Combination within such time period, we will (i) cease all operations except for the purpose

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distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination

within the Combination Period, although they will be entitled to liquidating distributions from assets outside the Trust Account.

within the Combination Period, although they are entitled to liquidating distributions from assets outside the Trust Account.

if our Sponsor or Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating

distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within

the allotted Combination Period.

Our Sponsor, officers and

directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Charter

(x) to modify the substance or timing of our obligation to allow redemptions in connection with our initial Business Combination or to

redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (y) with respect

to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case unless

we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 (net of taxes payable, if any), divided by the number of then outstanding Public Shares.

the Combination Period.

Sponsor, officers and directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended

and Restated Articles to modify (x) the substance or timing of our obligation to allow redemptions in connection with our initial Business

Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period

or (y) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case

unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 (net of taxes payable, if any), divided by the number of then outstanding Public Shares.

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be

funded from amounts remaining out of the approximately $230,540 of proceeds held outside the Trust Account, as of December 31, 2025,

although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover

the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the

Trust Account not required to pay taxes on interest income earned on the Trust Account balance, we may request the trustee to release

to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of

the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited in the Trust Account, the

per-share redemption amount received by shareholders upon our dissolution would be approximately $10.28 as of December 31, 2024 (before

taxes payable, if any, and less up to $100,000 of interest to pay dissolution expenses).

The proceeds deposited in the Trust Account could,

however, become subject to the claims of our creditors, which would have higher priority than the claims of our Public Shareholders.

cannot assure you that the actual per-share redemption amount received by Public Shareholders will not be substantially less than approximately

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all

creditors’ claims.

although we cannot assure our shareholders that there will be sufficient funds for such purpose.

However, if those funds are not sufficient

to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued

in the Trust Account not required to pay taxes on interest income earned on the Trust Account balance, if any, we may request the trustee

to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

we were to expend all of the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited

in the Trust Account, the Redemption Price received by Public Shareholders upon our dissolution would be approximately $10.70 as of December

31, 2025 (before taxes payable, if any, and less up to $100,000 of interest to pay dissolution expenses).

The proceeds deposited in the

Trust Account could, however, become subject to the claims of our creditors, which would have higher priority than the claims of our

Public Shareholders.

We cannot assure our Public Shareholders that the actual per-share redemption amount received by Public Shareholders

will not be substantially less than the Redemption Price.

While we intend to pay such amounts, if any, we cannot assure our Public Shareholders

that we will have funds sufficient to pay or provide for all creditors’ claims.

we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements

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Withum, our independent registered public accounting

firm, and the underwriters of the Initial Public Offering have not and will not execute agreements with us waiving such claims to the

monies held in the Trust Account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have

in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against

the Trust Account for any reason.

firm, and the Underwriters have not and will not execute agreements with us waiving such claims to the monies held in the Trust Account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising

out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any

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held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

However, we have not asked

our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds

to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company.

Therefore, we

cannot assure you that our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made

against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00

per Public Share.

In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount

per share in connection with any redemption of your Public Shares.

against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such

indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations

and we believe that our Sponsor’s only assets are securities of our Company.

Therefore, we cannot assure our shareholders that

our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account,

the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share.

event, we may not be able to complete our initial Business Combination, and our Public Shareholders would receive such lesser amount

per share in connection with any redemption of their Public Shares.

None of our officers or directors will indemnify us for claims by

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recoverable or if the independent directors determine that a favorable outcome is not likely.

Accordingly, we cannot assure you that

due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

Accordingly, we cannot assure our Public

Shareholders that due to claims of creditors the actual value of the Redemption Price will not be less than $10.00 per share.

seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to

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Our Sponsor will also not be liable

as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act.

We have access to up to approximately $891,017, as of December 31, 2024, from the proceeds of the Initial Public

Offering held outside of the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection

with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently

determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could

be liable for claims made by creditors.

as to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act.

We have access to up to approximately $230,540, as of December 31, 2025, from the proceeds of the Initial Public Offering held outside

of the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,

currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that

the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims

made by creditors.

we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,

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To the extent any bankruptcy claims

deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our Public Shareholders.

deplete the Trust Account, we cannot assure our shareholders we will be able to return $10.00 per share to our Public Shareholders.

Additionally,

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and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of

We cannot assure you that claims will not be brought against us for these reasons.

Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares

We cannot assure our shareholders that claims will not be brought against us for these reasons.

Public Shareholders are entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares

if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend

our Amended and Restated Charter (x) to modify the substance or timing of our obligation to allow redemptions in connection with our

our Amended and Restated Articles to modify (x) the substance or timing of our obligation to allow redemptions in connection with our

initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the

Combination Period or (y) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

Combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination,

subject to applicable law and any limitations (including, but not limited, to cash requirements) created by the terms of the proposed

Business Combination.

In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account.

In the event we seek shareholder approval in connection with our initial Business Combination, a shareholder’s voting in connection

with the Business Combination alone will not result in a shareholder’s redeeming its Public Shares to us for an applicable pro

Combination Period or (y) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity

or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable

law and any limitations (including, but not limited, to cash requirements) created by the terms of the proposed Business Combination.

In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account.

In the event we

seek shareholder approval in connection with our initial Business Combination, a Public Shareholder’s voting in connection with

the Business Combination alone will not result in a Public Shareholder’s redeeming its Public Shares to us for an applicable pro

rata share of the Trust Account.

Such shareholder must have also exercised its redemption rights described above.

These provisions of

our Amended and Restated Charter, like all provisions of our Amended and Restated Charter, may be amended with a shareholder vote.

Such Public Shareholder must have also exercised its redemption rights described above.

These provisions

of our Amended and Restated Articles, like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote.

identifying, evaluating and selecting a target business for our initial Business Combination, we are encountering competition from other

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reports, including this Report, contain financial statements audited and reported on by our independent registered public accountants.

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.

will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials

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within the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential Business Combination

candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business

will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements

cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential Business Combination

candidates, we do not believe that this limitation will be material.

will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley

We cannot assure our shareholders that any particular target business identified by us as a potential

Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the

potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.

extent that these requirements cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool

of potential Business Combination candidates, we do not believe that this limitation will be material.

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth

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to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

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

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.

are a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman

Islands and, as such, are exempted from complying with certain provisions of the Companies Law.

Islands and, as such, are exempted from complying with certain provisions of the Companies Act.

As an exempted company, we have applied

for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions

Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman

Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman

Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,

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apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We intend to continue to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (x) following June 20, 2029, (y) in which

22 unchanged sentences

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