What changed in this filing

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Item 1. Business

2026-03-13 compared with 2025-03-27 · 564 added, 381 removed, 450 unchanged (68% of the section changed)

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this annual report as our initial business combination.

We have not selected any specific business combination target.

We have generated

no revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination,

at the earliest.

efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic

While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability

of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established

global relationships, sector expertise and active management and operating experience.

Our focus will be on identifying a target business

with a management team who has demonstrated clear operating expertise over the past two years, with a focus on growing revenues,

while operating with demonstrated control over operating costs and preservation of cash.

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

operating revenues until we consummate our initial business combination, at the earliest.

sponsor is FACT II Acquisition Parent LLC, a Cayman Islands limited liability company.

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over other blank check companies in sourcing attractive targets for the following reasons:

World-class leadership

team fueled by the combination of proven management team and Board of Directors.

leadership team fueled by the combination of proven management team and Board of Directors.

leadership team has extensive expertise across the target regions and sectors, with private and public board experience as well as a

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leadership team has a broad network of relationships in both the public and private sectors, with access to both mature (U.S.

Europe) and emerging markets (Asia, Latin America and Africa), which we believe will provide us with a range of attractive potential

business combinations.

and emerging markets (Asia, Latin America and Africa), which we believe will provide us with a range of attractive potential business

combinations and opportunities.

track record of deploying technology in regulated businesses.

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Their experience covers a

diverse range of technology strategies, including both in-house development and joint-venture creation, and have a track-record of

successfully deploying these strategies in the past.

Demonstrated track-record of

attracting talent and business scale-up.

diverse range of technology strategies, including both in-house development and joint-venture creation, and have a track-record of successfully

deploying these strategies in the past.

track-record of attracting talent and business scale-up.

experienced leadership team has experience fostering a company culture which both attracts and retains talent.

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completed an initial business combination with a high-quality target.

Our management team’s previous SPAC experience includes

the founding of Freedom Acquisition I Corp., which raised $345 million in March 2021 and subsequently completed its initial

business combination with Complete Solaria, Inc.

CSLR) in July 2023.

In connection with that business combination, $13.4 million

in trust non-redemptions, $33.3 million in convertible financing, $16.3 million in equity and $67.2 million by way of

committed financing through forward purchase agreements were raised.

Our management team’s previous SPAC experience includes the

founding of Freedom Acquisition I Corp., which raised $345 million in March 2021 and subsequently completed its initial business combination

with Complete Solaria, Inc.

(subsequently renamed SunPower Inc.) (Nasdaq:

SPWR) in July 2023.

In connection with that business combination,

$13.4 million in trust non-redemptions, $33.3 million in convertible financing, $16.3 million in equity and $67.2 million by way of committed

financing through forward purchase agreements were raised.

Combination Criteria

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with the SEC.

In addition to any potential business candidates we may identify on our own, we anticipate that other target business

candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity

funds, and large business enterprises seeking to divest non-core assets or divisions.

In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates

will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds, and

large business enterprises seeking to divest non-core assets or divisions.

Proposed Business Combination

Combination Agreement

November 26, 2025, we entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among us,

FACT II Acquisition LLC, a Cayman Islands limited liability company (“Sponsor HoldCo”), Patriot Merger Subsidiary, Inc.,

a Florida corporation and our direct, wholly-owned subsidiary (“Merger Sub”) and Precision Aerospace & Defense Group,

Inc., a Florida corporation (“PAD”).

The Business Combination Agreement provides, among other things, that on the terms and

subject to the conditions set forth therein:

(i) we will domesticate as a Delaware corporation in accordance with Section 388 of the

Delaware General Corporation Law and Part XII of the Companies Act (As Revised) of the Cayman Islands (the “Domestication”);

and (ii) following the Domestication, Merger Sub will merge with and into PAD with PAD surviving the merger as our wholly-owned subsidiary

(the “Merger”), in accordance with the Business Combination Agreement and the Florida Business Corporation Act.

It is anticipated

that PAD will continue its corporate existence under its current name and is referred to herein as “New PAD” as of the time

following the Merger.

The Domestication, the Merger, and other transactions contemplated by the Business Combination Agreement are collectively

referred to herein as the “Business Combination,” the consummation of the Merger is referred to as the “Closing”

and the date of the Closing is referred to as the “Closing Date.”

Domestication

Domestication will occur after the date of the Business Combination Agreement and before the Closing Date.

connection with the Domestication:

(i) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, shall convert

automatically, on a one-for-one basis, into one share of class A common stock, par value $0.0001 per share (the “FACT Class A Common

(ii) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, shall convert automatically,

on a one-for-one basis, into one share of class B common stock, par value $0.0001 per share (the “FACT Class B Common Stock,”

and together with the FACT Class A Common Stock as of the effective time of the Merger (the “Effective Time”), the “FACT

Common Stock”);

and (iii) each SPAC Warrant (as defined in the Business Combination Agreement) that is outstanding immediately

prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of FACT Class A Common

Stock at an exercise price of $11.50 per share, on the terms and conditions set forth in the applicable warrant agreement.

Consideration and Structure

two business days after the Closing Date, PAD shall deposit, or cause to be deposited, in trust with or otherwise make available to an

exchange agent acceptable to PAD (the “Exchange Agent”) for the benefit of the holders of shares of PAD Preferred Stock (as

defined in the Business Combination Agreement), for exchange in accordance with the Business Combination Agreement, through the Exchange

Agent, cash in an amount equal to the sum of the Preferred Stock Cash Payment and the Preferred Stock Dividend Payment (each as defined

in the Business Combination Agreement).

accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time:

(i) each share

of common stock of PAD, par value $0.001 per share (“PAD Shares”), that is issued and outstanding immediately prior to the

Effective Time (other than any treasury shares and dissenting shares) will be automatically canceled and converted into the right to

receive a number of shares of FACT Common Stock equal to 12,388,291 divided by the number of PAD Shares issued and outstanding immediately

prior to the Effective Time;

(ii) each share of Series A Preferred Stock of PAD, par value $0.001 per share, (the “PAD Series A

Preferred Stock”) (other than any treasury shares and dissenting shares) that is issued and outstanding immediately prior to the

Effective Time will be automatically canceled and converted into the right to receive (A) $5.00 in cash, which amount is equal to the

original purchase price per share of the PAD Series A Preferred Stock, and (B) a number of shares of FACT Common Stock equal to 621,500

divided by the number of shares of PAD Series A Preferred Stock, PAD Series B Preferred Stock, and PAD Series C Preferred Stock issued

and outstanding immediately prior to the Effective Time (the “Per Share Series A-C Preferred Stock Consideration”);

each share of Series B Preferred Stock of PAD, par value $0.001 per share (the “PAD Series B Preferred Stock”) (other than

any treasury shares and dissenting shares) that is issued and outstanding immediately prior to the Effective Time will be automatically

canceled and converted into the right to receive (A) $5.00 in cash, which amount is equal to the original purchase price per share of

PAD Series B Preferred Stock, and (B) the Per Share Series A-C Preferred Stock Consideration;

(iv) each share of Series C Preferred Stock

of PAD, par value $0.001 per share (the “PAD Series C Preferred Stock”) (other than any treasury shares and dissenting shares)

that is issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to

receive (A) $5.00 in cash, which amount is equal to the original purchase price per share of PAD Series C Preferred Stock, and (B) the

Per Share Series A-C Preferred Stock Consideration;

(v) each share of Series D Preferred Stock of PAD, par value $0.001 per share (the

“PAD Series D Preferred Stock”) (other than any treasury shares and dissenting shares) that is issued and outstanding immediately

prior to the Effective Time will be automatically canceled and converted into the right to receive (A) $5.00 in cash, which amount is

equal to the original purchase price per share of PAD Series D Preferred Stock, and (B) a number of shares of FACT Common Stock equal

to 300,000 divided by the number of shares of PAD Series D Preferred Stock issued and outstanding immediately prior to the Effective

(vi) each outstanding option (whether vested or unvested) to purchase PAD Shares granted under PAD’s 2024 Omnibus Securities

and Incentive Plan (“PAD Option”) that is outstanding as of immediately prior to the Effective Time will be automatically

canceled and converted into an option to purchase FACT Class A Common Stock upon the same terms and conditions as are in effect with

respect to such PAD Option immediately prior to the Effective Time;

and (vii)(A) provided that if any Specified Acquisition (as defined

in the Business Combination Agreement) is consummated on or before the Closing Date, the Acquisition Shares (as defined in the Business

Combination Agreement) issuable in respect of such Specified Acquisition shall be issued to the applicable recipient pursuant to the

terms of the definitive agreements providing for such Specified Acquisition, and (B) if any Specified Acquisition has not yet been consummated

on or before the Closing Date, the Acquisition Shares issuable pursuant to the terms of the definitive agreements providing for such

Specified Acquisition shall not be issued and shall be issued only upon the consummation, if any, of such Specified Acquisition and in

accordance with the terms of the definitive agreements providing for such Specified Acquisition.

Representations,

Warranties and Covenants

parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type.

In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of

this type, including, among others, covenants with respect to the conduct of PAD and us during the period between execution of the Business

Combination Agreement and the Closing.

Each of the parties to the Business Combination Agreement has agreed to use its commercially reasonable

efforts to cause all actions and things necessary to consummate the Business Combination as soon as reasonably practicable.

The representations,

warranties, covenants, obligations and agreements of the parties made in the Business Combination Agreement will not survive the Closing,

except for the covenants, obligations and agreements contained therein that by their terms expressly apply in whole or in part after

the Closing and then only with respect to any breaches occurring after the Closing, the provisions of Article XI of the Business Combination

Agreement and any Fraud Claims (as defined in the Business Combination Agreement).

Statement / Proxy Statement

and PAD have filed with the SEC a registration statement on Form S-4 relating to the Business Combination (the “Registration Statement

on Form S-4”), which will contain a proxy statement relating to a meeting of our shareholders (the “FACT Shareholders Meeting”)

to be held to consider, among other things, (x) approval of the Domestication, (y) approval of the Business Combination (including the

approval and adoption of the Business Combination Agreement, the Merger, ancillary documents and other transactions) and (z) the adoption

and approval of certain other proposals the parties deem necessary to effectuate the Business Combination.

the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction

or waiver of certain customary closing conditions including:

(i) the approval and adoption of the Business Combination Agreement and

transactions contemplated thereby by requisite vote of our shareholders and PAD stockholders, respectively;

(ii) the absence of laws,

rules, regulations, judgments, decrees, executive orders or awards making the Business Combination illegal or otherwise prohibiting its

consummation or restraining or imposing any condition on its consummation;

(iii) the Registration Statement on Form S-4 having been declared

effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Registration Statement on Form S-4 being

in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement on Form S-4 having been initiated

or threatened in writing by the SEC;

and (iv) (x) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act

of 1976, as amended, with respect to the transactions having expired or been terminated, (y) at least sixty (60) days shall have elapsed

since the submission to the United States Department of State Directorate of Defense Trade Controls of all information required by 22

§ 122.4(b), and (z) each consent of any Governmental Authority (as defined in the Business Combination Agreement) required

to consummate the transactions having been obtained and shall be in full force and effect.

obligations of PAD to consummate the Business Combination are further subject to additional conditions, including, among others:

the truth and accuracy of the representations and warranties of us and Merger Sub, subject to customary bring-down standards;

(ii) material

compliance by us and Merger Sub with our respective obligations, agreements and covenants under the Business Combination Agreement;

receipt by PAD of our closing certificate;

(iv) there being no Material Adverse Effect (as defined in the Business Combination Agreement)

with respect to us;

(v) us having provided the public holders of our Class A ordinary shares the opportunity to make redemption elections

with respect thereto;

(vi) our initial listing application conditionally approved for listing shall have been conditionally approved

and, immediately following the Effective Time, we shall satisfy any applicable initial listing requirements of The Nasdaq Stock Market

(vii) the aggregate cash proceeds from the trust account established in connection with our IPO (the “Trust Account”)

and other sources as set forth in the Business Combination Agreement, equaling no less than $75,000,000 (after deducting SPAC Transaction

Expenses (as defined in the Business Combination Agreement) and any amounts paid to our shareholders that exercise their redemption rights

in connection with the Business Combination);

(viii) receipt of certain executed ancillary documents and amended and restated organizational

and (ix) us having taken appropriate measures to have all funds held in the Trust Account to be disbursed to us and released

from the Trust Account to New PAD on the Closing Date.

obligations of us and Merger Sub to consummate the Business Combination are subject to additional conditions, including, among other

(i) the truth and accuracy of the representations and warranties of PAD, subject to customary bring-down standards;

compliance by PAD with its agreements and covenants under the Business Combination Agreement;

(iii) no Material Adverse Effect (as defined

in the Business Combination Agreement) having occurred since the date of the Business Combination Agreement that is continuing;

receipt of a closing certificate of PAD and certain executed ancillary documents.

Business Combination Agreement may be terminated under certain customary and limited circumstances, including, without limitation, (i)

by mutual written consent of us and PAD;

(ii) by written notice by either us or PAD, if the Closing has not occurred by March 31, 2026,

unless a breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Business

Combination Agreement was the principal cause of the failure of the Closing to occur by such date;

(iii) by written notice by either

us or PAD, in the event an applicable governmental, regulatory or administrative authority has enacted, issued or enforced a final and

non-appealable law, rule, regulation, judgment, decree, order or award having the effect of making the Business Combination illegal or

otherwise prohibiting, restraining or imposing any condition of the consummation of the Business Combination;

(iv) by written notice

by us or PAD, if we or PAD, as applicable, have breached any of our respective representations, warranties, covenants or agreements contained

in the Business Combination Agreement, and such failure or breach would render certain conditions precedents to the Closing incapable

of being satisfied, and such breach or failure is not cured by the time allotted in the Business Combination Agreement;

(v) by written

notice by us or PAD, if our board of directors or the board of PAD, as applicable, has made a Change in Recommendation (as defined in

the Business Combination Agreement);

(vi) by written notice by us or PAD, as applicable, if the PAD shareholder meeting is held and the

Required SPAC Shareholder Approval (as defined in the Business Combination Agreement) was not obtained;

or (vii) by written notice by

us if, PAD shall have failed to deliver duly executed copies of PAD Support Agreements (as defined below) between PAD, us, and such number

of PAD shareholders that constitute the Requisite Majority (as defined in the Business Combination Agreement) unless such action violates

or is reasonably expected to result in a violation Section 5 of the Securities Act;

provided , however , in the

case of (ii) and (iii), such ability to terminate is only available if failure by the party seeking to terminate the Business Combination

Agreement to fulfill any obligation under the Business Combination Agreement has not been the principal cause of the failure of the Closing

to occur or the legal restraint to be implemented.

of Termination

the Business Combination Agreement is terminated, it will become null and void, and there will be no liability under the Business Combination

Agreement on the part of any party thereto, except for any liability on the part of any party for any willful and material breach of

the Business Combination Agreement, except that each of (i) the covenants of the parties with respect to confidentiality, (ii) the agreement

by each party to pay its own fees and expenses, (iii) the parties’ waiver of claims against the Trust Account, and (iv) the provisions

of Article XI of the Business Combination Agreement shall remain in full force and effect.

Support Agreement

connection with the execution of the Business Combination Agreement, on November 26, 2025, Sponsor HoldCo entered into a voting and support

agreement with us and PAD (the “Sponsor Support Agreement”).

Under the Sponsor Support Agreement, among other things, Sponsor

HoldCo agreed to vote, at any meeting of our shareholders, and in any action by written consent of our shareholders, all of its Class

A ordinary shares and Class B ordinary shares (i) in favor of each of the Business Combination Agreement, any ancillary document required

by the Business Combination Agreement, the Domestication and the Business Combination, including the Merger, and any other matters necessary

or appropriate for consummation of the Business Combination;

and (ii) against any proposal relating to an Alternative Transaction (as

defined in the Business Combination Agreement) or any proposal that would be reasonably likely to materially impede, interfere with,

delay or attempt to discourage, frustrate the purposes of, result in a breach by PAD or us of, prevent or nullify any provision of the

Business Combination Agreement.

In addition, the Sponsor Support Agreement prohibits Sponsor HoldCo from, among other things, selling,

assigning or transferring any Class A ordinary shares or Class B ordinary shares held by it, other than pursuant to the terms of the

Sponsor Support Agreement or as expressly contemplated by the Business Combination Agreement, until the earlier of (a) the Closing and

(b) the valid termination of the Business Combination Agreement.

Support Agreements

Business Combination Agreement provides that, within 45 days following the execution of the Business Combination Agreement, PAD will

deliver to us duly executed copies of one or more Voting and Support Agreements (the “PAD Support Agreements”) among PAD,

us and certain shareholders of PAD (the “PAD Supporting Stockholders”).

Pursuant to the PAD Support Agreements, each PAD

Supporting Stockholder shall vote (i) in favor of each of the Business Combination Agreement and the Business Combination and any other

matters necessary or reasonably requested by PAD for consummation of the Merger or any other transactions contemplated by the Business

Combination Agreement and the approval of the Business Combination;

(ii) against any proposal relating to an Alternative Transaction

(as defined in the Business Combination Agreement);

and (iii) against any proposal that would be reasonably likely to materially impede,

interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by PAD or us of, prevent or nullify any

provision of the Business Combination Agreement.

PAD Support Agreements will also prohibit the PAD Supporting Stockholders from, among other things, selling, assigning or transferring

any capital stock of PAD held by them, other than pursuant to the terms of the Sponsor Support Agreement or as expressly contemplated

by the Business Combination Agreement, until the earlier of (i) the Closing and (ii) the valid termination Business Combination Agreement.

connection with the Closing, (i) we, PAD, Sponsor HoldCo and certain holders of our equity interests will each enter into a lock-up agreement

(the “Sponsor Lock-Up Agreement”), and (ii) we, PAD and certain holders of PAD’s equity interests will each enter into

a lock-up agreement (the “PAD Shareholder Lock-Up Agreement” and, together with the Sponsor Lock-Up Agreement, the “Lock-Up

Agreements”), in each case with New PAD.

to the Lock-Up Agreements, Sponsor HoldCo, the holders of our equity interests signatory thereto, and the holders of PAD’s equity

interests signatory thereto, as applicable, will agree not to transfer (except for certain permitted transfers) (i) any shares of

New PAD Common Stock issuable upon the conversion of PAD equity interests or Class B ordinary shares, as applicable, and held by

such holders after the Closing until 180 days after the Closing Date and (ii) any shares of New PAD Common Stock issuable upon

conversion of shares of restricted Class A shares and held by such holders after the Closing until 90 days after the Closing

Related Agreements and Transactions

November 26, 2025, we entered into an advisory agreement (the “Advisory Agreement”) with our sponsor pursuant to which

our sponsor will provide certain services to us including, without limitation, in each case relating to the Business Combination, assisting

us in preparing presentations, introducing us to potential investors, assisting us in arranging meetings with stockholders of PAD to

the extent applicable, and assisting us with the preparation of any press releases and filings.

The Advisory Agreement provides for us

to pay to our sponsor a fee of up to $240,000 (which, in our sole discretion, may be payable in up to 12 monthly installments).

Agreement was reviewed and approved by our board of directors and our audit committee.

Business Combination

have up to 18 months from the closing of our initial public offering (or 24 months from the closing of our initial public offering

if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial

public offering) to consummate an initial business combination.

We may also hold a shareholder vote at any time to amend our amended

and restated memorandum and articles of association to modify the amount of time we will have to consummate an initial business combination

(as well as to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial

business combination within the time periods described herein or with respect to any other material provisions relating to shareholders’

have up to 18 months from the closing of our initial public offering (or 24 months from the closing of our initial public offering if

we have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public offering)

to consummate an initial business combination.

The Business Combination Agreement was entered into on November 26, 2025, which is within

18 months from the closing of our initial public offering;

accordingly, we have up to 24 months from the closing of our initial public

offering to consummate an initial business combination.

We may also hold a shareholder vote at any time to amend our amended and restated

memorandum and articles of association to modify the amount of time we will have to consummate an initial business combination (as well

as to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business

combination within the time periods described herein or with respect to any other material provisions relating to shareholders’

rights or pre-initial business combination activity).

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Our initial shareholders will lose their entire investment in us if our initial

business combination is not completed within 18 months from the closing of our initial public offering (or 24 months from the

closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months

from the closing of our initial public offering) unless we extend the amount of time we have to consummate an initial business combination

by obtaining shareholder approval to amend our amended and restated memorandum and articles of association (such additional period, the

“Extension Period”).

While we do not currently intend to seek such shareholder approval, we may elect to do so in the future.

business combination is not completed within 24 months from the closing of our initial public offering unless we extend the amount of

time we have to consummate an initial business combination by obtaining shareholder approval to amend our amended and restated memorandum

and articles of association (such additional period, the “Extension Period”).

While we do not currently intend to seek such

shareholder approval, we may elect to do so in the future.

There is no limit on the number of extensions that we may seek.

If we do not or are unable to extend the time period to consummate our

initial business combination, our sponsor’s investment in our founder shares, our private placement units and restricted Class

A shares will be worthless.

or are unable to extend the time period to consummate our initial business combination, our sponsor’s investment in our founder

shares, our private placement units and restricted Class A shares will be worthless.

we do not complete our initial business combination within the completion window and do not hold a shareholder vote to amend our amended

and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination,

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 up to $100,000 of

interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), 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 liquidating 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 each case, to our obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There is no limitation on our

ability to raise funds privately or through loans in connection with our initial business combination.

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 up to $100,000 of interest to pay dissolution

expenses and which interest shall be net of permitted withdrawals), 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 liquidating 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 each case, to our obligations under Cayman Islands law to provide for

claims of creditors and the requirements of other applicable law.

There is no limitation on our ability to raise funds privately or through

loans in connection with our initial business combination.

Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair

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rules, our 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 will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses.

however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such

interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other

reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the

issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient

for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our

shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company,

depending on valuations ascribed to the target and us in our initial business combination transaction.

For example, we could pursue a

transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares

or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with

financing our initial business combination.

proposed Business Combination with PAD is structured such that, following the consummation of the Business Combination, PAD will be our

wholly-owned subsidiary.

If we do not complete the proposed Business Combination as currently contemplated and pursue an alternative

structure or initial business combination, we may structure it similarly or we may structure it such that the post-transaction company

owns or acquires less than 100% of the equity interests or assets of the target business in order to meet certain objectives of the target

management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company

owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest

in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of

1940, as amended (the “Investment Company Act”).

Even if the post-transaction company owns or acquires 50% or more of the

voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest

in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and

outstanding capital stock, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties

in connection with financing our initial business combination.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result

of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own

less than a majority of our issued and outstanding shares subsequent to our initial business combination.

If less than 100% of the equity

interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such

business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test.

If our initial

business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all

of the target businesses.

Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer

be required to meet the foregoing 80% fair market value test.

to the effectiveness of the Registration Statement, we filed a registration statement on Form 8-A with the SEC to voluntarily

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.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business

combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.

than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,

the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value

If our initial business combination involves more than one target business, the 80% fair market value test will be based on the

aggregate value of all of the target businesses.

Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason,

we would no longer be required to meet the foregoing 80% fair market value test.

to the effectiveness of the Registration Statement, we filed a registration statement on Form 8-A with the SEC to voluntarily register

our securities under Section 12 of the Exchange Act on November 25, 2025.

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.

of Potential Business Combination Targets

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are not prohibited from pursuing an initial business combination with a company that is affiliated with either of Sponsor HoldCo, our

sponsor, our directors or officers, or non-managing HoldCo investors, or making the acquisition through a joint venture or other

form of shared ownership with either of Sponsor HoldCo, our sponsor, our directors or officers, or non-managing HoldCo investors;

accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate

business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our

public shareholders and would likely not receive any financial benefit unless we consummated such business combination.

sponsor, our directors or officers, or non-managing HoldCo investors, or making the acquisition through a joint venture or other form

of shared ownership with either of Sponsor HoldCo, our sponsor, our directors or officers, or non-managing HoldCo investors;

such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business

with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public

shareholders and would likely not receive any financial benefit unless we consummated such business combination.

of our management team and our independent directors directly or indirectly own our ordinary shares and warrants to purchase our ordinary

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or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders

lose money on their investment as a result of a decrease in the post-combination value of their Class A ordinary shares (after

accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination).

each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the

retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect

to our initial business combination.

lose money on their investment as a result of a decrease in the post-combination value of their Class A ordinary shares (after accounting

for any adjustments in connection with an exchange or other transaction contemplated by the business combination).

Further, each of our

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our

initial business combination.

As more fully discussed in “Part III, Item 11.

Directors, Executive Officers and Corporate

Governance — Conflicts of Interest,” if any of our directors or officers becomes aware of a business combination opportunity

that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or

she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity

Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties

Directors, Executive Officers and Corporate Governance

- Conflicts of Interest,” if any of our directors or officers becomes aware of a business combination opportunity that falls within

the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required

to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us.

our Initial Business Combination

November 26, 2025, we entered into the Business Combination Agreement to consummate the proposed Business Combination with PAD, as described

under “- The Proposed Business Combination.” If the proposed Business Combination with PAD is not consummated, we may seek

to effectuate a business combination with another target business, as described below.

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public

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We intend to effectuate our initial business combination using cash from the proceeds

of our initial public, the sale of the private placement units and restricted Class A shares, our shares, debt or a combination

of our initial public offering, the sale of the private placement units and restricted Class A shares, our shares, debt or a combination

of these as the consideration to be paid in our initial business combination.

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the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion

of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our

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

have not selected any business combination target.

of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial

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

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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do so for business or other reasons, we would seek shareholder approval of such financing.

There are no prohibitions on our ability to

raise funds privately or through loans in connection with our initial business combination.

of a Target Business and Structuring of our Initial Business Combination

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combination solely with another blank check company or a similar company with nominal operations.

any case, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of

the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient

for it not to be required to register as an investment company under the Investment Company Act.

If less than 100% of the equity interests

or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business

or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test.

There is no basis for

investors in our initial public offering to evaluate the possible merits or risks of any target business with which we may ultimately

complete our initial business combination.

any case, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the issued

and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it

not to be required to register as an investment company under the Investment Company Act.

If less than 100% of the equity interests or

assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses

that is owned or acquired is what will be valued for purposes of the 80% fair market value test.

There is no basis for investors in our

initial public offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial

business combination.

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages

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

Ability to Evaluate the Target’s Management Team

Ability to Evaluate a Target’s Management Team

we intend to 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.

business combination with that business, our assessment of a target business’ management may not prove to be correct.

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

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Nasdaq listing rules, shareholder approval would be required for our initial business combination if, for example:

issue Class A ordinary shares that will be equal to or in excess of 20% of the number

of Class A ordinary shares then outstanding (other than in a public offering);

issue Class A ordinary shares that will be equal to or in excess of 20% of the number of

Class A ordinary shares then outstanding (other than in a public offering);

of our directors, officers or substantial security holders (as defined by Nasdaq rules) has

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They will be restricted from making any such purchases when they are in possession of

any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the

Exchange Act.

Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder

of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

Subsequent to the

consummation of our initial public offering, we will adopt an insider trading policy which will require insiders to (1) refrain

from purchasing securities during certain blackout periods and when they are in possession of any material non-public information

and (2) clear certain trades prior to execution.

We cannot currently determine whether our insiders will make such purchases pursuant

to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such

Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine

that such a plan is not necessary.

any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange

Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares,

is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

Subsequent to the consummation

of our initial public offering, we will adopt an insider trading policy which will require insiders to (1) refrain from purchasing securities

during certain blackout periods and when they are in possession of any material non-public information and (2) clear certain trades prior

to execution.

We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will

be dependent upon several factors, including but not limited to, the timing and size of such purchases.

Depending on such circumstances,

our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

the event that Sponsor HoldCo, our sponsor, directors, officers, advisors or any of their affiliates purchase public shares in privately

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We do not currently anticipate that such purchases, if any,

would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject

to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that

the purchases are subject to such rules, the purchasers will be required to comply with such rules.

would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the

going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases

are subject to such rules, the purchasers will be required to comply with such rules.

purpose of such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining

shareholder approval of our initial business combination, (2) reduce the number of public warrants outstanding or vote such public

warrants on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy

shareholder approval of our initial business combination, (2) reduce the number of public warrants outstanding or vote such public warrants

on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy

a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing

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13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

To the extent

such securities are purchased, such public securities will not be voted as required by Tender Offers and Schedules Compliance and Disclosure

Interpretations Question 166.01 promulgated by the SEC.

To the extent such securities

are purchased, such public securities will not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations

Question 166.01 promulgated by the SEC.

addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities

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not comply with Regulation M under the Exchange Act and the other federal securities laws.

purchases by Sponsor HoldCo, our sponsor, directors, officers and/or any of their affiliates who are affiliated purchasers under Rule 10b-18 under

the Exchange Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from

liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has

certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.

Sponsor HoldCo,

our sponsor, directors, officers and/or any of their affiliates will be restricted from making purchases of ordinary shares if the purchases

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

purchases by Sponsor HoldCo, our sponsor, directors, officers and/or any of their affiliates who are affiliated purchasers under Rule

10b-18 under the Exchange Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor

from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical requirements

that must be complied with in order for the safe harbor to be available to the purchaser.

Sponsor HoldCo, our sponsor, directors, officers

and/or any of their affiliates will be restricted from making purchases of ordinary shares if the purchases would violate Section 9(a)(2)

or Rule 10b-5 of the Exchange Act.

Rights for Public Shareholders Upon Completion of our Initial Business Combination

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

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 (less up to $100,000

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was initially $10.05 per public share.

The per-share amount we will distribute to investors who properly redeem their shares will

not be reduced by the deferred underwriting commissions we will pay to the underwriters.

The per-share amount we will distribute to investors who properly redeem their shares will not

be reduced by the deferred underwriting commissions we will pay to the underwriters.

The redemption rights will include the requirement

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to any founder shares and public shares held by them in connection with the completion of our initial business combination.

The non-managing HoldCo

investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in our initial

public offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable

time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at

the time of our initial business combination.

The non-managing HoldCo investors will have the same rights to the funds held in the

trust account with respect to the Class A ordinary shares underlying the units they may purchase in our initial public offering

as the rights afforded to our other public shareholders.

The non-managing

HoldCo investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in our initial

public offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor

of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial

business combination.

The non-managing HoldCo investors will have the same rights to the funds held in the trust account with respect

to the Class A ordinary shares underlying the units they may purchase in our initial public offering as the rights afforded to our other

public shareholders.

of Conducting Redemptions

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 either (1) in

connection with a general meeting called to approve the business combination or (2) by means of a tender offer.

The decision as

to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely

in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction

would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

Asset acquisitions and share

purchases would not typically require shareholder approval under stock exchange listing requirements while, under certain exchange listing

requirements, direct mergers with 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 typically require

shareholder approval.

We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless

shareholder approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for

business or other reasons.

business combination, all or a portion of their public shares upon the completion of our initial business combination either (1) in connection

with a general meeting called to approve the business combination or (2) by means of a tender offer.

The decision as to whether we will

seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion,

and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require

us to seek shareholder approval under applicable law or stock exchange listing requirement.

Asset acquisitions and share purchases would

not typically require shareholder approval under stock exchange listing requirements while, under certain exchange listing requirements,

direct mergers with 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 typically require shareholder

We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder

approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for business or

other reasons.

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

our amended and restated memorandum and articles of association:

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

which regulate issuer tender offers;

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

issuer tender offers;

tender offer documents with the SEC prior to completing our initial business combination

which 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.

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

Act, which regulates the solicitation of proxies.

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

Sponsor HoldCo and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary

shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

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

days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business

combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public shareholders

not tendering more than we are permitted to redeem, as may be contained in the agreement relating to our initial business combination.

If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial

business combination.

Sponsor HoldCo and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in

the open market, in order to comply with Rule 14e-5 under the Exchange Act.

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

in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until

the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public shareholders not tendering more

than we are permitted to redeem, as may be contained in the agreement relating to our initial business combination.

If public shareholders

tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to

obtain shareholder approval for business or other reasons, we will:

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;

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

proxy materials with the SEC.

expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote.

we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional

notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.

expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice

of redemption if we conduct redemptions in conjunction with a proxy solicitation.

Although we are not required to do so, we currently

intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even

if we are not able to maintain our Nasdaq listing or Exchange Act registration.

intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we

are not able to maintain our Nasdaq listing or Exchange Act registration.

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

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completion of a business combination.

The non-managing HoldCo investors are not required to (i) hold any units, Class A

ordinary shares or public warrants they may purchase in our initial public offering or thereafter for any amount of time, (ii) vote

any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain

from exercising their right to redeem their public shares at the time of our initial business combination.

The non-managing HoldCo

investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying

the units they may purchase in our initial public offering as the rights afforded to our other public shareholders.

The non-managing HoldCo investors are not required to (i) hold any units, Class A ordinary shares

or public warrants they may purchase in our initial public offering or thereafter for any amount of time, (ii) vote any Class A ordinary

shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right

to redeem their public shares at the time of our initial business combination.

The non-managing HoldCo investors will have the same rights

to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in our initial

public offering as the rights afforded to our other public shareholders.

of our public shares may be subject to a net tangible asset test or cash requirement pursuant to an agreement relating to our initial

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For example, the proposed business combination may require:

(1) cash consideration to be paid to the target

or its owners;

(1) cash consideration to be paid to the target or

(2) cash to be transferred to the target for working capital or other general corporate purposes;

retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate

cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required

to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to

us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned

to the holders thereof, and we instead may search for an alternate business combination.

or (3) the retention of

cash to satisfy other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration

we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash

conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not

complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders

thereof, and we instead may search for an alternate business combination.

on Redemption Upon Completion of our Initial Business Combination if we Seek Shareholder Approval

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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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, 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, Sponsor HoldCo or our sponsor or their respective affiliates to purchase their shares at a significant premium to the then-current market

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

redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, without our prior

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,

Sponsor HoldCo or our sponsor or their respective affiliates to purchase their shares at a significant premium to the then-current market

price or on other undesirable terms.

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Pursuant to the tender offer rules, the tender offer period

will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public

shareholders at least 10 days prior to the shareholder vote.

However, we expect that a draft proxy statement would be made available

to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction

with a proxy solicitation.

Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of

their public shares.

is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them

through the DWAC System.

The transfer agent will typically charge the tendering broker a fee of approximately $80.00 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 tender their shares.

The need to deliver shares is a requirement of

exercising redemption rights regardless of the timing of when such delivery must be effectuated.

will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders

at least 10 days prior to the shareholder vote.

However, we expect that a draft proxy statement would be made available to such shareholders

well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.

Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.

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

the DWAC System.

The transfer agent will typically charge the tendering broker a fee of approximately $80.00 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 tender their shares.

The need to deliver shares is a requirement of exercising

redemption rights regardless of the timing of when such delivery must be effectuated.

request to redeem such shares, once made, may not be withdrawn unless the directors determine (in their sole discretion) to permit such

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

target until 18 months from the closing of our initial public offering (or 24 months from the closing of our initial public

offering if we have executed a definitive agreement for an initial business combination within 18 months from the closing of our

initial public offering).

target until 24 months from the closing of our initial public offering or during any Extension Period.

of Public Shares and Liquidation if no Initial Business Combination

amended and restated memorandum and articles of association provide that we will have only 18 months from the closing of our initial

public offering (or 24 months from the closing of our initial public offering if we have executed a definitive agreement for an

initial business combination within 18 months from the closing of our initial public offering) to complete our initial business

If we have not completed our initial business combination within such 18-month period (or 24-month period from

the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months

from the closing of our initial public offering) or during any Extension Period, we will:

(1) cease all operations except for the

purpose of winding up;

(2) as promptly as reasonably possible but not more than 10 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 up to $100,000 of interest to pay dissolution expenses and which interest shall be

net of permitted withdrawals), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish

public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any);

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 each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other 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 within the 18-month time period (or 24-month period if we

have executed a definitive agreement for an initial business combination within 18 months from the closing of our initial public

offering) or during any Extension Period.

have 24 months from the closing of our initial public offering to complete our initial business combination.

If we have not completed

our initial business combination within such 24-month period from the closing of our initial public offering or during any Extension

Period, we will:

(1) cease all operations except for the purpose of winding up;

(2) as promptly as reasonably possible but not more than

10 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 up to $100,000 of interest to pay dissolution

expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding public shares,

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

liquidating distributions, if any);

and (3) 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 each case to our obligations under Cayman Islands

law to provide for claims of creditors and the requirements of other 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 within

the 24-month period or during any Extension Period.

sponsor, initial shareholders, directors and officers, as applicable, have entered into a letter agreement with us, pursuant to which

they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to

complete our initial business combination within 18 months from the closing of our initial public offering (or 24 months from

the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months

from the closing of our initial public offering) or during any Extension Period.

However, if our initial shareholders acquire public

shares, 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 time frame.

The underwriters have agreed to waive their rights to their deferred

underwriting commission held in the trust account in the event we do not complete our initial business combination within the allotted

time frame and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund

the redemption of our public shares.

complete our initial business combination within 24 months from the closing of our initial public offering or during any Extension Period.

However, if our initial shareholders acquire public shares, 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 time frame.

The underwriters

have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete

our initial business combination within the allotted time frame and, in such event, such amounts will be included with the funds held

in the trust account that will be available to fund the redemption of our public shares.

HoldCo, our directors and officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to

our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow

redemption 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 18 months from the closing of our initial public offering (or 24 months from the closing of our

initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from the

closing of our initial public offering) or (B) with respect to any other provision 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 Class A ordinary

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 (less up to $100,000 of interest to pay dissolution

expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding public shares.

our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption

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 24 months from the closing of our initial public offering or during any Extension Period or (B) with respect to any

other provision 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 Class A ordinary 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals),

divided by the number of then issued and 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

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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 our initial public offering and the sale of the private placement units and restricted Class A

shares, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the funds

we were to expend all of the net proceeds of our initial public offering and the sale of the private placement units and restricted Class

A shares, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the funds

held in the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.05.

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 you that the actual per-share redemption amount received by

shareholders will not be substantially less than $10.05.

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.

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 you that the actual per-share redemption amount received by shareholders

will not be substantially less than $10.05.

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.

we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target

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public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering

into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.05 per public share or (ii) such

lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in

value of the trust assets, in each case net of the amount of interest which may be withdrawn for permitted withdrawals, except as to

any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims

under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities

into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.05 per public share or (ii) such lesser

amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value

of the trust assets, in each case net of the amount of interest which may be withdrawn for permitted withdrawals, except as to any claims

by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our

indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities

In the event that an executed waiver is deemed to be unenforceable against a third party, then Sponsor HoldCo will not be responsible

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including, without limitation, claims by vendors and prospective target businesses.

the event that the proceeds in the trust account are reduced below (i) $10.05 per public share or (ii) such lesser amount per

public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust

assets, in each case net of the amount of interest which may be withdrawn for permitted withdrawals, and Sponsor HoldCo asserts that

it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,

our independent directors would determine whether to take legal action against Sponsor HoldCo to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against Sponsor HoldCo to enforce its

indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to

their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by

the independent directors to be too high relative to the amount 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 substantially less than $10.05 per share.

the event that the proceeds in the trust account are reduced below (i) $10.05 per public share or (ii) such lesser amount per public

share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets,

in each case net of the amount of interest which may be withdrawn for permitted withdrawals, and Sponsor HoldCo asserts that it is unable

to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent

directors would determine whether to take legal action against Sponsor HoldCo to enforce its indemnification obligations.

While we currently

expect that our independent directors would take legal action on our behalf against Sponsor HoldCo to enforce its indemnification obligations

to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may

choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors

to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely.

we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less

than $10.05 per share.

will seek to reduce the possibility that Sponsor HoldCo will have to indemnify the trust account due to claims of creditors by endeavoring

4 unchanged sentences

of our initial public offering against certain liabilities, including liabilities under the Securities Act.

We will have access

to up to $177,509,250 from the proceeds of our initial public offering and the sale of the private placement units and restricted Class

A shares, 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

we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition

is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and

may be included in our insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.05 per share to our

public shareholders.

Additionally, if we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or

bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed

under applicable debtor/creditor and/or insolvency laws as a voidable performance.

As a result, a bankruptcy court could seek to recover

some or all amounts received by our shareholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary

duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages,

by paying public shareholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will

not be brought against us for these reasons.

We will have access to up

to $177,509,250 from the proceeds of our initial public offering and the sale of the private placement units and restricted Class A shares,

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 winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed

against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included

in our insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent

any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.05 per share to our public shareholders.

Additionally, if we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition

is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor

and/or insolvency laws as a voidable performance.

As a result, a bankruptcy court could seek to recover some or all amounts received

by our shareholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or

may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders

from the trust account prior to addressing the claims of creditors.

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 upon the earliest to occur of:

(1) our completion

of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly

elected to redeem, subject to the limitations described herein;

(2) the redemption of any public shares properly submitted in connection

with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or

timing of our obligation to allow redemption 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 18 months from the closing of our initial public offering (or 24 months

from the closing of our initial public offering if we have executed a definitive agreement for an initial business combination within

18 months from the closing of our initial public offering) or (B) with respect to any other provision relating to shareholders’

rights or pre-initial business combination activity;

and (3) the redemption of our public shares if we have not completed an

initial business combination within 18 months from the closing of our initial public offering (or 24 months from the closing

of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months from

the closing of our initial public offering) or during any Extension Period, subject to applicable law.

In no other circumstances will

a shareholder have any right or interest of any kind to or in the trust account.

Holders of warrants will not have any right to the proceeds

held in the trust account with respect to the warrants.

currently maintain our executive offices at 14 Wall Street, 20 th Floor, New York, NY 10005, United States

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

(1) our completion of

an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected

to redeem, subject to the limitations described herein;

(2) the redemption of any public shares properly submitted in connection with

a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of

our obligation to allow redemption 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 18 months from the closing of our initial public offering (or 24 months from the

closing of our initial public offering if we have executed a definitive agreement for an initial business combination within 18 months

from the closing of our initial public offering) or (B) with respect to any other provision relating to shareholders’ rights or

pre-initial business combination activity;

and (3) the redemption of our public shares if we have not completed an initial business combination

within 24 months from the closing of our initial public offering or during any Extension Period, subject to applicable law.

circumstances will a shareholder have any right or interest of any kind to or in the trust account.

Holders of warrants will not have

any right to the proceeds held in the trust account with respect to the warrants.

currently maintain our executive offices at 14 Wall Street, 20 th Floor, New York, NY 10005, United States of America.

our current office space adequate for our current operations.

currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination.

Members of our management team 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.

The amount of time

that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business

Members of our management team 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.

The amount of time that

any such person will devote in any time period will vary based on whether a target business has been selected for our initial business

combination and the current stage of the business combination process.

8 unchanged sentences

there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of

the private placement units and restricted Class A shares, our ability to compete with respect to the acquisition of certain target

businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an

advantage in pursuing the acquisition of certain target businesses.

Furthermore, we are obligated to offer holders of our public shares

the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via

a tender offer.

the private placement units and restricted Class A shares, our ability to compete with respect to the acquisition of certain target businesses

that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage

in pursuing the acquisition of certain target businesses.

Furthermore, we are obligated to offer holders of our public shares the right

to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender

Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

Corporate Information

Our executive offices are located

at 14 Wall Street, 20th Floor, New York, New York 10005, and our telephone number is (212) 618-1798.

We are required to file annual reports

on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events

in current reports on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy and information statements and other

information regarding issuers that file electronically with the SEC.

The SEC’s Internet website is located at http://www.sec.gov.

In addition, the Company will provide copies of these documents without charge upon request from us by mail to 14 Wall Street, 20th Floor,

New York, New York 10005.

executive offices are located at 14 Wall Street, 20th Floor, New York, New York 10005, and our telephone number is (212) 618-1798.

are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required

to disclose certain material events in current reports on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy

and information statements and other information regarding issuers that file electronically with the SEC.

The SEC’s Internet website

is located at http://www.sec.gov.

In addition, the Company will provide copies of these documents without charge upon request by mail

to 14 Wall Street, 20th Floor, New York, New York 10005.

Growth Company

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,

but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions

from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute

payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading

market for our securities and the prices of our securities may be more volatile.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited

to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended

(the “Sarbanes-Oxley Act”) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy

statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval

of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may

be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

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

will remain an emerging growth company until the earlier of:

(1) the last day of the fiscal year (a) following the fifth

anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion,

or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that

is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter;

date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period.

References herein

to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

(1) the last day of the fiscal year (a) following the fifth anniversary

of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c)

in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates

equals or exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter;

and (2) the date on which we have

issued more than $1.00 billion in non-convertible debt during the prior three-year period.

References herein to “emerging growth

company” shall have the meaning associated with it in the JOBS Act.

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