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Item 1A. Risk Factors

2026-03-13 compared with 2025-03-27 · 1035 added, 1066 removed, 1497 unchanged (58% of the section changed)

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of Risk Factors

may not be able to complete the proposed Business Combination with PAD.

If we are unable

to do so, we will incur substantial costs associated with withdrawing from the transaction

and may not be able to find additional sources of financing to cover those costs.

the proposed Business Combination with PAD fails, it may be difficult to complete a business

combination with a new prospective target business, negotiate and agree to a new business

combination, and/or arrange for new sources of financing by the end of any Extension Period,

in which case we would cease all operations except for the purpose of winding up and we would

redeem our public shares and liquidate

public shareholders may not be afforded an opportunity to vote on our proposed business combination,

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Sponsor HoldCo, our sponsor, officers and directors and any other holder of our founder shares,

including any non-managing HoldCo investors, CCM and Seaport will lose their entire

investment in us if our initial business combination is not completed (other than with respect

to any public shares they may acquire in connection with or subsequent to our initial public

offering), because Sponsor HoldCo, our sponsor, officers and directors and any other holder

of our founder shares, including any non-managing HoldCo investors, directly or indirectly

may profit substantially from a business combination as a result of their ownership of founder

shares even under circumstances where our public shareholders would experience losses in

connection with their investment, and because Sponsor Holdco will be issued restricted Class

A shares (which would vest only upon the consummation of our initial business combination)

at no additional cost (i.e., as a “sweetener”), a conflict of interest may arise

in determining whether a particular business combination target is appropriate for our initial

business combination, including in connection with the shareholder vote in respect thereto.

including any non-managing HoldCo investors, CCM and Seaport will lose their entire investment

in us if our initial business combination is not completed (other than with respect to any

public shares they may acquire in connection with or subsequent to our initial public offering),

because Sponsor HoldCo, our sponsor, officers and directors and any other holder of our founder

shares, including any non-managing HoldCo investors, directly or indirectly may profit substantially

from a business combination as a result of their ownership of founder shares even under circumstances

where our public shareholders would experience losses in connection with their investment,

and because Sponsor Holdco will be issued restricted Class A shares (which would vest only

upon the consummation of our initial business combination) at no additional cost (i.e., as

a “sweetener”), a conflict of interest may arise in determining whether a particular

business combination target is appropriate for our initial business combination, including

in connection with the shareholder vote in respect thereto.

we seek shareholder approval of our initial business combination, Sponsor HoldCo, our sponsor,

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Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks

may not be able to complete the proposed Business Combination with PAD.

If we are unable to do so, we will incur substantial costs associated

with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs.

connection with the Business Combination Agreement, we have incurred substantial costs researching, planning and negotiating the transaction.

These costs include, but are not limited to, costs associated with exploring potential sources of financing, costs associated with employing

and retaining third-party advisors who performed the financial, auditing and legal services required to complete the transaction, and

the expenses generated by our sponsor and officers in connection with the proposed Business Combination.

If the transactions contemplated

by the Business Combination Agreement fail to close, we may be responsible for certain of these costs without any source of revenue with

which to pay them.

We may need to obtain additional sources of financing in order to meet our obligations, which we may not be able to

secure on the same terms as our existing financing or at all.

If we are unable to secure new sources of financing and do not have sufficient

funds to meet our obligations, we will be forced to cease operations and liquidate the trust account.

the proposed Business Combination with PAD is not consummated, it may be not be possible to complete a business combination with a new

prospective target business, negotiate and agree to a new business combination, and/or arrange for new sources of financing within 24

months from the closing of our initial public offering or during any Extension Period, in which case we would cease all operations except

for the purpose of winding up and we would redeem our public shares and liquidate

the proposed Business Combination with PAD is not consummated, we may not be able to identify, research, negotiate and agree to terms

with, and/or arrange for new sources of financing for a business combination with, a new prospective target business within 24 months

from the closing of our initial public offering or during any Extension Period, in which case we would cease all operations except for

the purpose of winding up and we would redeem our public shares and liquidate.

public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our

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the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

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

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 purchased 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 purchased 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 purchased in our initial public offering as the rights afforded

to our other public shareholders.

only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your

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the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target

Additionally, since our board of directors may complete a business combination without seeking shareholder approval, public

shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval.

if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential business combination

may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth

in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

While we expect to hold a shareholder vote to approve our proposed Business Combination with PAD, if the Business Combination

is not consummated and we seek to effectuate a business combination with another target business, our board of directors may complete

such business combination without seeking shareholder approval, and then public shareholders may not have the right or opportunity to

vote on the business combination, unless we seek such shareholder approval.

Accordingly, if we do not seek shareholder approval, your

only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption

rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public

shareholders in which we describe our initial business combination.

ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business

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Furthermore, this dilution would increase to the extent that the anti-dilution

provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis

upon conversion of the Class B ordinary shares in connection with the consummation of our initial business combination, or earlier

at the option of the holders thereof.

In addition, the amount of the deferred underwriting commissions payable to the underwriters will

be based on the percentage of funds remaining in the trust account after redemptions of public shares and will be released to the underwriters

only upon the completion of an initial business combination.

The per share amount we will distribute to shareholders who properly exercise

their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust

will continue to reflect our obligation to pay the corresponding deferred underwriting commissions.

The above considerations may limit

our ability to complete the most desirable business combination available to us or optimize our capital structure and may result in substantial

dilution from your purchase of our Class A ordinary shares.

provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion

of the Class B ordinary shares in connection with the consummation of our initial business combination, or earlier at the option of the

holders thereof.

In addition, the amount of the deferred underwriting commissions payable to the underwriters will be based on the percentage

of funds remaining in the trust account after redemptions of public shares and will be released to the underwriters only upon the completion

of an initial business combination.

The per share amount we will distribute to shareholders who properly exercise their redemption rights

will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect

our obligation to pay the corresponding deferred underwriting commissions.

The above considerations may limit our ability to complete

the most desirable business combination available to us or optimize our capital structure and may result in substantial dilution from

your purchase of our Class A ordinary shares.

effect of this dilution will be greater for public shareholders who do not redeem.

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you may incur a net loss on your investment.

Please see “— Risks Relating to Sponsor HoldCo, our Sponsor and Management — The

nominal purchase price paid by Sponsor HoldCo and certain of our independent directors for the founder shares and the vesting of the

restricted Class A shares may result in significant dilution to the implied value of your public shares upon the consummation of our

initial business combination.”

Please see “- Risks Relating to Sponsor HoldCo, our Sponsor and Management - The nominal

purchase price paid by Sponsor HoldCo and certain of our independent directors for the founder shares and the vesting of the restricted

Class A shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business

combination.”

ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability

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potential target business with which we enter into negotiations concerning a business combination will be aware that we must 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 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.

Consequently, such target business may obtain leverage over us in negotiating

a business combination, knowing that if we do not complete our initial business combination with that particular target business, we

may be unable to complete our initial business combination with any target business.

This risk will increase as we get closer to the

end of such time period.

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination

on terms that we would have rejected upon a more comprehensive investigation.

The length of time it may take us to complete our diligence

and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination

should such diligence or negotiations not lead to a consummated initial business combination.

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

Consequently,

such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial

business combination with that particular target business, we may be unable to complete our initial business combination with any target

This risk will increase as we get closer to the end of such time period.

In addition, we may have limited time to conduct due

diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

The length of time it may take us to complete our diligence and negotiate a business combination may reduce the amount of time available

for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial

business combination.

may not be able to complete our initial business combination within the prescribed time frame or during any Extension Period, in which

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volatility in the capital and debt markets and the other risks described herein.

For example, geopolitical instability emanating from

the ongoing conflict between Russia and the Ukraine as well as the Israel-Hamas conflict in the Middle East, could limit our ability

For example, without limitation, geopolitical instability

emanating from the ongoing conflict between Russia and the Ukraine as well as the conflicts in the Middle East, could limit our ability

to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party

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we may seek to acquire.

we are unable to complete an initial business combination within the 18-month 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), we may seek an amendment

to our amended and restated memorandum and articles of association to extend the period of time we have to complete an initial business

combination beyond 18 months (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).

Our amended and restated memorandum

and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning

that such an amendment must be approved by holders of at least two-thirds of our ordinary shares who, being entitled to do so, attend

(in person or by proxy) and vote at a shareholder meeting of the company, or by way of a unanimous written member resolution.

shareholder approval to extend the initial 18-month 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) in which to complete an initial business combination

to a later date, we will offer our public shareholders the right to have their public ordinary shares redeemed for a pro rata share of

the aggregate amount then on deposit in the trust account, as described in greater detail in the IPO Prospectus.

we have not completed our initial business combination within such 18-month 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, we will:

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

(ii) as promptly as reasonably possible but

not more than 10 business days thereafter, redeem the public shares, 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 (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.

In such case, our

public shareholders may receive only $10.05 per share, or less than $10.05 per share, on the redemption of their shares, and our warrants

will expire worthless.

See “— If third parties bring claims against us, the proceeds held in the trust account could

be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share” and other risk factors

we are unable to complete an initial business combination within the 24-month period, we may seek an amendment to our amended and restated

memorandum and articles of association to extend the period of time we have to complete an initial business combination beyond 24 months

from the closing of our initial public offering.

Our amended and restated memorandum and articles of association would require at least

a special resolution of our shareholders as a matter of Cayman Islands law, meaning that such an amendment must be approved by holders

of at least two-thirds of our ordinary shares who, being entitled to do so, attend (in person or by proxy) and vote at a shareholder

meeting of the company, or by way of a unanimous written member resolution.

If we seek shareholder approval to extend the 24-month period

in which to complete an initial business combination to a later date, we will offer our public shareholders the right to have their public

ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, as described in greater detail

in the IPO Prospectus.

we have not completed our initial business combination within such 24-month period or during any Extension Period, we will:

all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than 10 business

days thereafter, redeem the public shares, 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 (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.

In such case, our public shareholders may receive only

$10.05 per share, or less than $10.05 per share, on the redemption of their shares, and our warrants will expire worthless.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.05 per share” and other risk factors herein.

may engage our underwriters or one of their respective affiliates from the initial public offering to provide additional services to

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could be materially and adversely affected by events that are outside of our control.

For example, the United States and global

markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict

and the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)

deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries

have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the

removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance

to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the Israel-Hamas

conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United

Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have

a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable,

they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply

chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect

the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

other events outside of our control, including natural disasters, climate-related events pandemic or heal crises (such as the COVID-19 pandemic)

may arise from time to time, any such events may cause significant volatility and declines in the global markets, disproportionate impacts

to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chain), loss of life and

property damage, and may adversely affect the global economy or capital markets, and the business of any potential target business with

which we may ultimately consummate a business combination and could be materially adversely affected.

In addition, our ability to consummate

a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these and other events, including

as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable

or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities,

or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate

an initial business combination.

or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities,

or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional

or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business

combination target and consummate an initial business combination on acceptable commercial terms, or at all.

increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.

increases in inflation in the United Stated and elsewhere may be leading to increased price volatility in publicly traded securities,

including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult

for us to consummate a business combination.

For example, the United States and global markets

are experiencing volatility and disruption following the geopolitical instability resulting from, without limitation, the ongoing Russia-Ukraine

conflict and conflicts in the Middle East.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union

and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities,

including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT)

payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other

assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and

the conflicts in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United

States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns

that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly

unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets,

as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could

adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

other events outside of our control, including natural disasters, climate-related events pandemic or heal crises (such as the COVID-19

pandemic) may arise from time to time, any such events may cause significant volatility and declines in the global markets, disproportionate

impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chain), loss of

life and property damage, and may adversely affect the global economy or capital markets, and the business of any potential target business

with which we may ultimately consummate a business combination and could be materially adversely affected.

In addition, our ability to

consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these and other

events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on

terms acceptable or at all.

or other conflicts in Ukraine, the Middle East or elsewhere, and instability in Venezuela, may lead to increased volume and price volatility

for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more

difficult for us to consummate an initial business combination.

or other conflicts in Ukraine, the Middle East or elsewhere, and instability in Venezuela, may lead to increased volume and price volatility

for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or

industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more

difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms,

inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.

inflation in the United Stated and elsewhere may be leading to increased price volatility in publicly traded securities, including ours,

and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for us to

consummate a business combination.

in the market for directors and officers’ liability insurance could make it more difficult and more expensive for us to negotiate

and complete an initial business combination.

recent years, the market for directors’ and officers’ liability insurance for special purpose acquisition companies

has changed in ways adverse to us and our management team.

The premiums charged for such policies have generally increased and the terms

of such policies have generally become less favorable.

recent years, the market for directors’ and officers’ liability insurance for special purpose acquisition companies has changed

in ways adverse to us and our management team.

The premiums charged for such policies have generally increased and the terms of such

policies have generally become less favorable.

These trends may continue into the future.

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revoke their prior elections to redeem their shares.

It is intended that, if Rule 10b-18 under the Exchange Act would apply

to purchases by Sponsor HoldCo, our sponsor, directors, officers, advisors and their affiliates, then such purchases will comply with

Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain

conditions, including with respect to timing, pricing and volume of purchases.

It is intended that, if Rule 10b-18 under the Exchange Act would apply to purchases

by Sponsor HoldCo, our sponsor, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18

under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including

with respect to timing, pricing and volume of purchases.

Additionally,

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transactions and have not formulated any terms or conditions for any such transactions.

purpose of such transactions could be to (i) vote such shares in favor of our initial business combination and thereby increase

the likelihood of obtaining shareholder approval of our initial business combination, (ii) 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 (iii) 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 of our initial business combination, where it appears that such requirement would otherwise

This may result in the completion of our initial business combination that may not otherwise have been possible.

purpose of such transactions could be to (i) vote such shares in favor of our initial business combination and thereby increase the likelihood

of obtaining shareholder approval of our initial business combination, (ii) 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 (iii) 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 of our initial business combination, where it appears that such requirement would otherwise not be met.

result in the completion of our initial business combination that may not otherwise have been possible.

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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securities exchange.

Any such purchases will be reported pursuant to Section 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

Any such purchases will be reported pursuant to Section 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

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

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With respect to

any action taken by the board of manages without a meeting, such action requires the written consent of all the managers.

any action taken by the board of managers without a meeting, such action requires the written consent of all the managers.

Gishen nor Mr.

Wagman individually or collectively control our sponsor.

Wagman individually or together control our sponsor.

initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited.

For example, CFIUS has authority to review direct or indirect foreign investments in U.S.

Among other things, CFIUS is

empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate

national security reviews of foreign direct and indirect investments in U.S.

companies if the parties to that investment choose

not to file voluntarily.

In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to

unwind or place restrictions on the investment.

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends

on — among other factors — the nature and structure of the transaction, including the level of beneficial

ownership interest and the nature of any information or governance rights involved.

For example, investments that result in “control”

business by foreign person always are subject to CFIUS jurisdiction.

CFIUS’s expanded jurisdiction under the Foreign

Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020

further includes investments that do not result in control of a U.S.

business by a foreign person but afford certain foreign investors

certain information or governance rights in a U.S.

business that has a nexus to “critical technologies,” “critical

infrastructure” and/or “sensitive personal data.”

Among other things, CFIUS is empowered

to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national

security reviews of foreign direct and indirect investments in U.S.

companies if the parties to that investment choose not to file voluntarily.

In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions

on the investment.

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on - among other factors

- the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information

or governance rights involved.

For example, investments that result in “control” of a U.S.

business by foreign person always

are subject to CFIUS jurisdiction.

CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of

2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in control

business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S.

that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”

a particular proposed initial business combination with a U.S.

business falls within CFIUS’s jurisdiction, we may determine

that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction

business falls within CFIUS’s jurisdiction, we may determine that

we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction

without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.

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of the United States to order us to divest all or a portion of the U.S.

target business of our initial business combination

that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain

target companies that we believe would otherwise be beneficial to us and our shareholders.

As a result, the pool of potential targets

with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with

other special purpose acquisition companies which do not have similar foreign ownership issues.

In addition, certain federally licensed

businesses may be subject to rules or regulations that limit foreign ownership.

target business of our initial business combination that we acquired

without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies

that we believe would otherwise be beneficial to us and our shareholders.

As a result, the pool of potential targets with which we could

complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose

acquisition companies which do not have similar foreign ownership issues.

In addition, certain federally licensed businesses may be subject

to rules or regulations that limit foreign ownership.

process of government review, whether by CFIUS or otherwise, could be lengthy.

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and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will,

as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion

of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our

as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of

the funds held in the trust account and 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

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per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.05 per share” and other risk factors herein.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount

received by shareholders may be less than $10.05 per share” and other risk factors herein.

the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive

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recent years, the number of special purpose acquisition companies that have been formed has increased substantially.

Many potential

targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many

special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently

in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more

resources to identify a suitable target and to consummate an initial business combination.

Many potential targets

for special purpose acquisition companies have already entered into an initial business combination, and there are still many special

purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration.

As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify

a suitable target and to consummate an initial business combination.

addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available

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the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing

of our initial public offering (or 24 months following 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 may be unable to complete our initial business combination.

of our initial public offering or during any Extension Period, we may be unable to complete our initial business combination.

funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 24 months following

the closing of our initial public offering (or 24 months following 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, assuming that our initial business combination is not completed during that time.

We expect to incur significant costs in pursuit

of our acquisition plans.

Management’s plans to address this need for capital through potential loans from certain of our affiliates

are discussed in the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and

Results of Operations .

” However, our affiliates are not obligated to make loans to us in the future, and we may not be able

to raise additional financing from unaffiliated parties necessary to fund our expenses.

Any such event in the future may negatively impact

the analysis regarding our ability to continue as a going concern at such time.

the closing of our initial public offering or during any Extension Period, assuming that our initial business combination is not completed

during that time.

We expect to incur significant costs in pursuit of our acquisition plans.

Management’s plans to address this

need for capital through potential loans from certain of our affiliates are discussed in the section of this Annual Report titled “Management’s

Discussion and Analysis of Financial Condition and Results of Operations .

” However, our affiliates are not obligated to

make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our

Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such

believe that the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least the 24 months

following 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;

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

however, we cannot assure you that our estimate is accurate.

Of the funds available to us, we could use a portion

of the funds available to us to pay fees to consultants to assist us with our search for a target business.

If we have not completed

our initial business combination within the required time period, our public shareholders may receive only their pro rata portion of

the funds in the trust account that are available for distribution to public shareholders, which may only be approximately $10.05 per

share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.05 per share” and other risk factors herein.

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search

for a target business.

If we have not completed our initial business combination within the required time period, our public shareholders

may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders,

which may only be approximately $10.05 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants

will expire worthless.

See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced

and the per-share redemption amount received by shareholders may be less than $10.05 per share” and other risk factors herein.

the net proceeds from our initial public offering and the sale of the private placement units and restricted Class A shares not being

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management team, any of their affiliates, or third parties to fund our search, to pay our taxes and to complete our initial business

Of the net proceeds of our

initial public offering and the sale of the private placement units and restricted Class A shares, only approximately $1,479,471 was available

to us initially outside the trust account to fund our working capital requirements.

If we are required to seek additional capital, we

could seek additional capital through loans or additional investments from Sponsor HoldCo, our sponsor, members of our management team,

any of their affiliates, or other third parties, to operate or may be forced to liquidate.

Neither Sponsor HoldCo, our sponsor, members

of our management team nor any of their affiliates is under any obligation to loan funds to, or otherwise invest in, us in such circumstances.

Any such loans may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial

business combination.

If we have not completed our initial business combination within the required time period because we do not have

sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

In such case, our public shareholders

may receive only an estimated $10.05 per share, or less in certain circumstances, and our warrants will expire worthless.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.05 per share” and other risk factors herein.

the net proceeds of our initial public offering and the sale of the private placement units and restricted Class A shares, only approximately

$1,479,471 was available to us initially outside the trust account to fund our working capital requirements.

If we are required to seek

additional capital, we could seek additional capital through loans or additional investments from Sponsor HoldCo, our sponsor, members

of our management team, any of their affiliates, or other third parties, to operate or may be forced to liquidate.

Neither Sponsor HoldCo,

our sponsor, members of our management team nor any of their affiliates is under any obligation to loan funds to, or otherwise invest

in, us in such circumstances.

Any such loans may be repaid only from funds held outside the trust account or from funds released to us

upon completion of our initial business combination.

If we have not completed our initial business combination within the required time

period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

In such case, our public shareholders may receive only an estimated $10.05 per share, or less in certain circumstances, and our warrants

will expire worthless.

See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced

and the per-share redemption amount received by shareholders may be less than $10.05 per share” and other risk factors herein.

to our completion of our initial business combination, we may be required to subsequently take write-downs or write-offs, restructuring

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proceeds held in the trust account will be invested or held only in either (i) U.S.

government treasury obligations with a

maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company

Act, which invest only in direct U.S.

government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing

bank demand deposit account or other accounts at a bank.

To mitigate the risk that we might be deemed to be an investment company for

purposes of the Investment Company Act, which risk increases the longer we hold investments in the trust account, we may, at any time

(and will no later than 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)) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in

the trust account in cash or in an interest bearing demand deposit account.

For more information about the risk of the company being

considered to be operating as an unregistered investment company, see “— If we are deemed to be an investment company

under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,

which may make it difficult for us to complete our initial business combination.” While short-term U.S.

government treasury

obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in the recent past.

banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve

government treasury obligations with a maturity of

185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest

only in direct U.S.

government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account

or other accounts at a bank.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment

Company Act, which risk increases the longer we hold investments in the trust account, we may, at any time (and will no later than 24

months from the closing of our initial public offering) instruct the trustee to liquidate the investments held in the trust account and

instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account.

For more information about the

risk of the company being considered to be operating as an unregistered investment company, see “- If we are deemed to be an investment

company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be

restricted, which may make it difficult for us to complete our initial business combination.” While short-term U.S.

treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in the recent past.

Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve

has not ruled out the possibility that it may in the future adopt similar policies in the United States.

In the event that we are

unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of

association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any

interest income, net of permitted withdrawals (less, in the case we are unable to complete our initial business combination, $100,000

of interest).

Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received

by public shareholders may be less than $10.05 per share.

In the event that we are unable

to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association,

our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income,

net of permitted withdrawals (less, in the case we are unable to complete our initial business combination, $100,000 of interest).

interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders

may be less than $10.05 per share.

after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition

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only in either (i) U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations,

(ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.

the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer

we hold investments in the trust account, we may, at any time (and will no later than 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)) instruct the trustee to liquidate the investments

held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account.

For more information about the risk of the company being considered to be operating as an unregistered investment company, see “— If

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

and our activities may be restricted, which may make it difficult for us to complete our initial business combination.” Our cash

held in non-interest bearing and interest-bearing accounts may exceed any applicable Federal Deposit Insurance Corporation (“FDIC”)

insurance limits.

Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect

to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry

generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in our trust account

could be impaired, which could have a material impact on our operating results, liquidity, financial condition and prospects.

on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection

and Innovation.

We cannot guarantee that the banks or other financial institutions that will hold our funds will not experience similar

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain

conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations, (ii) as

uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.

To mitigate the risk that we might

be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer we hold investments

in the trust account, we may, at any time (and will no later than 24 months from the closing of our initial public offering) instruct

the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an

interest bearing demand deposit account.

For more information about the risk of the company being considered to be operating as an unregistered

investment company, see “- If we are deemed to be an investment company under the Investment Company Act, we may be required to

institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our

initial business combination.” Our cash held in non-interest bearing and interest-bearing accounts may exceed any applicable Federal

Deposit Insurance Corporation (“FDIC”) insurance limits.

Should events, including limited liquidity, defaults, non-performance

or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial

institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks,

the value of the assets in our trust account could be impaired, which could have a material impact on our operating results, liquidity,

financial condition and prospects.

For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the

California Department of Financial Protection and Innovation.

We cannot guarantee that the banks or other financial institutions that

will hold our funds will not experience similar issues.

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements

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as an investment company;

● adoption of a specific form

of corporate structure;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

12 unchanged sentences

government securities and cash items) on an unconsolidated basis.

Our business is to identify and

complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term.

plan to buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets

or to be a passive investor.

Our business is to identify and complete

an initial business combination and thereafter to operate the post-transaction business or assets for the long term.

We do not plan to

buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or to

be a passive investor.

do not believe that our anticipated principal activities will subject us to the Investment Company Act.

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in the trust account will be invested or held only in either (i) U.S.

government treasury obligations with a maturity of 185 days

or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in

government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit

account or other accounts at a bank.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment

Company Act, which risk increases the longer we hold investments in the trust account, we may, at any time (and will no later than 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)) instruct the trustee

to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing

demand deposit account.

government treasury obligations with a maturity of 185 days or

less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct

government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which

risk increases the longer we hold investments in the trust account, we may, at any time (and will no later than 24 months from the closing

of our initial public offering) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds

in the trust account in cash or in an interest bearing demand deposit account.

to the trust agreement, the trustee is not permitted to invest in other securities or assets.

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(i) the completion of our initial business combination;

(ii) 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 offer redemption rights in connection with any proposed initial business

combination or certain amendments to our amended and restated memorandum and articles of association prior thereto or to redeem 100%

of our public shares if we do not complete our initial business combination within the completion window;

or (B) with respect to

any other material provision relating to shareholders’ rights or pre-initial business combination activity;

or (iii) absent

an initial business combination within the completion window, from the closing of our initial public offering, our return of the funds

held in the trust account to our public shareholders as part of our redemption of the public shares.

(ii) 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 offer redemption rights in connection with any proposed initial business combination

or certain amendments to our amended and restated memorandum and articles of association prior thereto or to redeem 100% of our public

shares if we do not complete our initial business combination within the completion window;

or (B) with respect to any other material

provision relating to shareholders’ rights or pre-initial business combination activity;

or (iii) absent an initial business combination

within the completion window, from the closing of our initial public offering, our return of the funds held in the trust account to our

public shareholders as part of our redemption of the public shares.

under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if

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test) and in any industry, sector or geography.

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 and acquire a business or businesses that can benefit from

our management team’s established global relationships and operating experience.

Our management team has extensive experience in

identifying and executing strategic investments globally and has done so successfully in a number of sectors.

However, we will not, under

our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination solely with

another blank check company or similar company with nominal operations.

Because we have not yet selected or approached any specific target

business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target

business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we complete

our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine.

example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be

affected by the risks inherent in the business and operations of a financially unstable or development stage entity.

In recent years,

a number of target businesses have underperformed financially post-business combination.

There are no assurances that the target

business with which we consummate our initial business combination will perform as anticipated.

Although our directors and officers will

endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess

all of the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may

be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target

We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to our investors than

a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any shareholder or warrant holder

who chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction

in the value of their securities.

Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value unless

they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other

fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation

or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material

Our management team has extensive experience in identifying and executing strategic investments

globally and has done so successfully in a number of sectors.

However, we will not, under our amended and restated memorandum and articles

of association, be permitted to effectuate our initial business combination solely with another blank check company or similar company

with nominal operations.

To the extent we complete our initial business combination, we may be affected by numerous risks inherent in

the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an

established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable

or development stage entity.

In recent years, a number of target businesses have underperformed financially post-business combination.

There are no assurances that the target business with which we consummate our initial business combination will perform as anticipated.

Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you

that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those

risks will adversely impact a target business.

We also cannot assure you that an investment in our units will not ultimately prove to

be less favorable to our investors than a direct investment, if such opportunity were available, in a business combination target.

any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial business

combination could suffer a reduction in the value of their securities.

Such shareholders and warrant holders are unlikely to have a remedy

for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors

of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws

that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material

misstatement or material omission.

may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which

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may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented

to us and we determine that such candidate offers an attractive business combination opportunity for our company.

Although our management

will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately

ascertain or assess all of the significant risk factors.

We also cannot assure you that an investment in our units will not ultimately

prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination candidate.

In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s

expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding

the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors.

Accordingly, any shareholders

who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares.

shareholders are unlikely to have a remedy for such reduction in value.

the proposed Business Combination is not consummated, we may consider a business combination outside of our management’s areas

of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business

combination opportunity for our company.

Although our management will endeavor to evaluate the risks inherent in any particular business

combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors.

cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors than a direct investment,

if an opportunity were available, in a business combination candidate.

In the event we elect to pursue a business combination outside

of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or

operation, and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant

to an understanding of the business that we elect to acquire.

As a result, our management may not be able to ascertain or assess adequately

all of the relevant risk factors.

Accordingly, any shareholders who choose to remain shareholders following our initial business combination

could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy for such reduction in value.

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may

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that the price we are paying is fair to our shareholders from a financial point of view.

If no opinion is obtained, our shareholders

will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted

by the financial community.

Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable,

related to our initial business combination.

While we have obtained a fairness opinion with

respect to the proposed Business Combination with PAD, if the transaction is not consummated and we seek to effectuate a business combination

with another target and if no opinion is obtained in connection therewith, our shareholders will be relying on the judgment of our board

of directors, who will determine fair market value based on standards generally accepted by the financial community.

Such standards used

will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts

1 unchanged sentence

If we have not completed our initial business combination within the required time

period, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for

distribution to public shareholders, and our warrants will expire worthless.

period, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution

to public shareholders, and our warrants will expire worthless.

anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,

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point for the proposed transaction likely would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target

business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.

such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

If we have not completed our initial business combination within the required time period,

our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution

to public shareholders, which may only be approximately $10.05 per share, or less in certain circumstances, on the liquidation of our

trust account and our warrants will expire worthless.

Furthermore, we may fail to complete our initial business combination

for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related costs incurred

which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

If we have not completed

our initial business combination within the required time period, our public shareholders may receive only their pro rata portion of

the funds in the trust account that are available for distribution to public shareholders, which may only be approximately $10.05 per

share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial business

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assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the

skills, qualifications or abilities we suspected.

skills, qualifications or abilities we expected.

Should the target’s management not possess the skills, qualifications or abilities

17 unchanged sentences

affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding

debt, we may choose to incur substantial debt to complete our initial business combination.

We have agreed that we will not incur any

indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies

held in the trust account.

As such, no issuance of debt will affect the per-share amount available for redemption from the trust account.

may choose to incur substantial debt, in the form of notes, convertible bonds or other debt securities, to complete our initial business

We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title,

interest or claim of any kind in or to the monies held in the trust account.

As such, no issuance of debt will affect the per-share amount

available for redemption from the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

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This lack of diversification may negatively impact our operations and profitability.

The gross proceeds from our

initial public offering and the sale of the private placement units and restricted Class A shares provided us with $181,631,250 that we

may use to complete our initial business combination (which includes $7,000,000 of deferred underwriting commissions being held in the

trust account, and excludes offering expenses of $528,226).

may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within

a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target business

because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma

financial statements with the SEC that present operating results and the financial condition of several target businesses as if they

had been operated on a combined basis.

By completing our initial business combination with only a single entity our lack of diversification

may subject us to numerous economic, competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit

from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several

business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may

gross proceeds from our initial public offering and the sale of the private placement units and restricted Class A shares provided us

with $181,631,250 initially that we could use to complete our initial business combination (which includes $7,000,000 of deferred underwriting

commissions being held in the trust account, and excludes offering expenses of $528,226).

the proposed Business Combination is not consummated, we may effectuate our initial business combination with a single target business

or multiple target businesses simultaneously or within a short period of time.

However, we may not be able to effectuate our initial

business combination with more than one target business because of various factors, including the existence of complex accounting issues

and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial

condition of several target businesses as if they had been operated on a combined basis.

By completing our initial business combination

with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks.

we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other

entities which may have the resources to complete several business combinations in different industries or different areas of a single

Accordingly, the prospects for our success may be:

dependent upon the performance of a single business, property or asset;

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our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make

it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we

could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence

investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations

and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks,

it could negatively impact our profitability and results of operations.

the proposed Business Combination is not consummated, and we determine to simultaneously acquire several businesses that are owned by

different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous

closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial

business combination.

With multiple business combinations, we could also face additional risks, including additional burdens and costs

with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks

associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating

If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

may attempt to complete our initial business combination with a private company about which little information is available, which may

result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company.

public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential

initial business combination on the basis of limited information, which may result in a business combination with a company that is not

as profitable as we suspected, if at all.

pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company, such as

Very little public information generally exists about private companies, and we could be required to make our decision on whether

to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with

a company that is not as profitable as we suspected, if at all.

do not have a specified maximum redemption threshold.

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In the event the aggregate cash consideration we would

be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy

cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will

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

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

be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash

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

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

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

order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters

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of a company’s ordinary shares who, being entitled to do so, attend (in person or by proxy) and vote on the matter at a general

meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (ii) if so

authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders.

Our amended and restated memorandum and articles of association provides that special resolutions must be approved either by holders

of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e.

the lowest threshold permissible under Cayman

Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business

combination, which require the approval of at least 90% of holders of our ordinary shares who, being eligible, attend (in person or by

proxy) and vote at a general meeting of the company), or by a unanimous written resolution of all of our shareholders.

In a vote to transfer

the Company by way of continuation out of the Cayman Islands to another jurisdiction (including, but not limited to, the approval of

the organizational documents of the Company in such other jurisdiction), which requires a special resolution, holders of our Class B

ordinary shares will have ten votes for every Class B ordinary share and holders of our Class A ordinary shares will have one

vote for every Class A ordinary share and, as a result, our sponsor will be able to approve any such proposal without the vote of

any other shareholder.

The warrant agreement provides that (a) the terms of the public warrants may be amended without the consent

of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant

agreement to the description of the terms of the public warrants and the warrant agreement set forth in this Annual Report, or defective

provision, (ii) removing or reducing the Company’s ability to redeem the public warrants and, if applicable, a corresponding amendment

to the Company’s ability to redeem the private placement warrants underlying the private placement units or (iii) adding or

changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement

may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the public

warrants under the warrant agreement in any material respect, (b) the terms of the warrants may be amended with the vote or written

consent of at least 50% of the then outstanding public warrants and the private placement warrants underlying the private placement units,

voting together as a single class, to allow for the warrants to be, or continue to be, as applicable, classified as equity in our financial

statements and (c) all other modifications or amendments to our warrant agreement with respect to (i) the public warrants require

the vote or written consent of holders of at least 50% of the then outstanding public warrants, and (ii) the private placement warrants

underlying the private placement units require the vote or written consent of holders of at least 50% of the then outstanding private

placement warrants underlying the private placement units.

We cannot assure you that we will not seek to amend our amended and restated

memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate an

initial business combination in order to effectuate our initial business combination.

To the extent any of such amendments would be deemed

to fundamentally change the nature of any of the securities offered through the registration statement filed in connection with our initial

public offering, we would register, or seek an exemption from registration for, the affected securities.

meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (ii) if so authorized

by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders.

and restated memorandum and articles of association provides that special resolutions must be approved either by holders of at least

two-thirds of our ordinary shares who attend and vote at a general meeting (i.e.

the lowest threshold permissible under Cayman Islands

law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination,

which require the approval of at least 90% of holders of our ordinary shares who, being eligible, attend (in person or by proxy) and

vote at a general meeting of the company), or by a unanimous written resolution of all of our shareholders.

In a vote to transfer the

Company by way of continuation out of the Cayman Islands to another jurisdiction (including, but not limited to, the approval of the

organizational documents of the Company in such other jurisdiction), which requires a special resolution, holders of our Class B ordinary

shares will have ten votes for every Class B ordinary share and holders of our Class A ordinary shares will have one vote for every Class

A ordinary share and, as a result, our sponsor will be able to approve any such proposal without the vote of any other shareholder.

warrant agreement provides that (a) the terms of the public warrants may be amended without the consent of any holder for the purpose

of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description

of the terms of the public warrants and the warrant agreement set forth in this Annual Report, or defective provision, (ii) removing

or reducing the Company’s ability to redeem the public warrants and, if applicable, a corresponding amendment to the Company’s

ability to redeem the private placement warrants underlying the private placement units or (iii) adding or changing any provisions with

respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable

and that the parties deem to not adversely affect the rights of the registered holders of the public warrants under the warrant agreement

in any material respect, (b) the terms of the warrants may be amended with the vote or written consent of at least 50% of the then outstanding

public warrants and the private placement warrants underlying the private placement units, voting together as a single class, to allow

for the warrants to be, or continue to be, as applicable, classified as equity in our financial statements and (c) all other modifications

or amendments to our warrant agreement with respect to (i) the public warrants require the vote or written consent of holders of at least

50% of the then outstanding public warrants, and (ii) the private placement warrants underlying the private placement units require the

vote or written consent of holders of at least 50% of the then outstanding private placement warrants underlying the private placement

We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing

instruments, including the warrant agreement, or extend the time to consummate an initial business combination in order to effectuate

our initial business combination.

To the extent any of such amendments would be deemed to fundamentally change the nature of any of the

securities offered through the registration statement filed in connection with our initial public offering, we would register, or seek

an exemption from registration for, the affected securities.

provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and

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initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders.

As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.

of our business combination, our tax obligations may be more complex, burdensome and uncertain.

we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex,

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additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

addition, we may effect a business combination with a target company that has business operations outside of the United States,

and possibly, business operations in multiple jurisdictions.

If we effect such a business combination, we could be subject to significant

income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related

to those jurisdictions.

Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related

to audits or examinations by U.S.

addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly,

business operations in multiple jurisdictions.

If we effect such a business combination, we could be subject to significant income, withholding

and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.

Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations

federal, state, local and non-U.S.

taxing authorities.

This additional complexity and risk

could have an adverse effect on our after-tax profitability and financial condition.

This additional complexity and risk could have an adverse effect on our

after-tax profitability and financial condition.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

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These financial

statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States

of America, or U.S.

statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United

States of America, or U.S.

GAAP, or international financial reporting standards as issued by the International Accounting Standards Board,

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standards of the Public Company Accounting Oversight Board (United States), or PCAOB.

These financial statement requirements

may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements

in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination

within the prescribed time frame.

These financial statement requirements may limit

the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time

for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within

the prescribed time frame.

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial

financial and management resources, and increase the time and costs of completing an initial business combination.

of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on

Form 10-K for the year ending December 31, 2025.

404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report

on Form 10-K for the year ending December 31, 2025.

Only in the event we are deemed to be a large accelerated filer or an accelerated

42 unchanged sentences

public shareholders are entitled to receive funds from the trust account only upon the earliest to occur of:

(i) 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;

(ii) 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 (iii) 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 public 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.

Accordingly, to liquidate your investment, you may be forced to sell your public shares

and/or warrants, potentially at a loss.

(i) 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;

(ii) 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 (iii) 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 public 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.

Accordingly, to liquidate your investment, you

may be forced to sell your public shares and/or warrants, potentially at a loss.

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities

12 unchanged sentences

to be at least $5.0 million, and we would be required to have a minimum of 400 round lot holders of our unrestricted securities.

We cannot assure you that we will be able to meet those initial listing requirements at that time.

assure you that we will be able to meet those initial listing requirements at that time.

Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities

4 unchanged sentences

liquidity for our securities with the potential for higher volatility than more liquid securities;

determination that our Class A ordinary shares are a “penny stock” which

will require brokers trading in our Class A ordinary shares to adhere to more stringent

rules and possibly result in a reduced level of trading activity in the secondary trading

market for our securities;

determination that our Class A ordinary shares are a “penny stock” which will

require brokers trading in our Class A ordinary shares to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market

for our securities;

limited amount of news and analyst coverage;

decreased ability to issue additional securities or obtain additional financing in the future.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating

the sale of certain securities, which are referred to as “covered securities.” Because our units, Class A ordinary shares

and public warrants are listed on Nasdaq, our units, Class A ordinary shares and public warrants qualify as covered securities under

such statute.

National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the

sale of certain securities, which are referred to as “covered securities.” Because our units, Class A ordinary shares and

public warrants are listed on Nasdaq, our units, Class A ordinary shares and public warrants qualify as covered securities under such

Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states

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federal income tax consequences.

For instance, because there are no authorities that

directly address instruments similar to the units, the allocation an investor makes with respect to the purchase price of a unit between

the Class A ordinary share and the one-half of one redeemable public warrant to purchase one Class A ordinary share included

in each unit could be challenged by the IRS or courts.

For instance, because there are no authorities that directly

address instruments similar to the units, the allocation an investor makes with respect to the purchase price of a unit between the Class

A ordinary share and the one-half of one redeemable public warrant to purchase one Class A ordinary share included in each unit could

be challenged by the IRS or courts.

In addition, the U.S.

federal income tax consequences of a cashless exercise

of the warrants is unclear under current law, and the adjustment to the exercise price and/or redemption price of the warrants could

give rise to a dividend income to investors without a corresponding payment of cash.

Finally, it is unclear whether the redemption rights

with respect to our Class A ordinary shares suspend the running of a U.S.

Holder’s (as defined in the section of the

IPO Prospectus captioned “Income Tax Considerations — U.S.

federal income tax consequences of a cashless exercise of the warrants is unclear

under current law, and the adjustment to the exercise price and/or redemption price of the warrants could give rise to a dividend income

to investors without a corresponding payment of cash.

Finally, it is unclear whether the redemption rights with respect to our Class

A ordinary shares suspend the running of a U.S.

Holder’s (as defined in the section of the IPO Prospectus captioned “Income

Tax Considerations - U.S.

Federal Income Tax Considerations - U.S.

holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary

shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividend

income” for U.S.

Holders”) holding period for purposes of determining whether

any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for

determining whether any dividend we pay would be considered “qualified dividend income” for U.S.

federal income tax purposes.

See the section of the IPO Prospectus titled “Income Tax Considerations - U.S.

Income Tax Considerations” for a summary of the material U.S.

Federal Income Tax Considerations” for a summary

of the material U.S.

federal income tax considerations of an investment in our securities.

Prospective investors are urged to consult their own tax advisors with respect to these and other tax consequences when acquiring, owning

or disposing of our securities.

Prospective investors are urged to consult

their own tax advisors with respect to these and other tax consequences when acquiring, owning or disposing of our securities.

we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules,

and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you may

lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you may lose

the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

1 unchanged sentence

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 the initial public offering without our prior written consent, which we

refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their

shares (including Excess Shares) for or against our initial business combination.

Your inability to redeem the Excess Shares will reduce

your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment

in us if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect

to the Excess Shares if we complete our initial business combination.

And as a result, you will continue to hold that number of shares

exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially

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 the initial public offering without our prior written consent, which we refer to

as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares

(including Excess Shares) for or against our initial business combination.

Your inability to redeem the Excess Shares will reduce your

influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us

if you sell Excess Shares in open market transactions.

Additionally, you will not receive redemption distributions with respect to the

Excess Shares if we complete our initial business combination.

And as a result, you will continue to hold that number of shares exceeding

15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

23 unchanged sentences

of our public shares, if we have not completed our initial business combination within the required time period, or upon the exercise

of a redemption right in connection with our initial business

combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within

the 10 years following redemption.

Accordingly, the per-share redemption amount received by public shareholders could be less than

the $10.05 per public share initially held in the trust account, due to claims of such creditors.

of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors

that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount

received by public shareholders could be less than the $10.05 per public share initially held in the trust account, due to claims of

such creditors.

HoldCo has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered

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

the value of the trust assets, in each case net 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

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

to the extent of any liability for such third-party claims.

We have not independently verified whether Sponsor HoldCo has sufficient

funds to satisfy their respective indemnity obligations and believe that Sponsor HoldCo’s only assets are securities of our company.

Sponsor HoldCo may not have sufficient funds available to satisfy those obligations.

We have not asked Sponsor HoldCo to reserve for

such obligations, and therefore, no funds are currently set aside to cover any such obligations.

As a result, if any such claims were

successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced

to less than $10.05 per public share.

In such event, we may not be able to complete our initial business combination, and you would receive

such lesser amount per share in connection with any redemption of your public shares.

None of our directors or officers will indemnify

us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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 the value

of the trust assets, in each case net 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 Act.

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

extent of any liability for such third-party claims.

We have not independently verified whether Sponsor HoldCo has sufficient funds to

satisfy their respective indemnity obligations and believe that Sponsor HoldCo’s only assets are securities of our company.

HoldCo may not have sufficient funds available to satisfy those obligations.

We have not asked Sponsor HoldCo to reserve for such obligations,

and therefore, no funds are currently set aside to cover any such obligations.

As a result, if any such claims were successfully made

against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.05

per public share.

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

per share in connection with any redemption of your public shares.

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

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

directors may decide not to enforce the indemnification obligations of Sponsor HoldCo, resulting in a reduction in the amount of funds

in the trust account available for distribution to our public shareholders.

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

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

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

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

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

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

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

satisfy its 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.

7 unchanged sentences

to our public shareholders may be reduced below $10.05 per share.

we have not completed our initial business combination within 18 months of 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, our public shareholders may be forced to wait

beyond such 18 months (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 any such Extension Period before

redemption from our trust account.

we have not completed 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, we will distribute 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), pro rata to our public shareholders by way of redemption

and cease all operations except for the purposes of winding up of our affairs, as further described herein.

Any redemption of public

shareholders from the trust account shall be effected as required by our amended and restated memorandum and articles of association

prior to any voluntary winding up.

If we are required to windup, liquidate the trust account and distribute such amount therein, pro

rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with

the applicable provisions of the Companies Act.

In that case, investors may be forced to wait beyond the initial 18 months (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 any Extension Period before the redemption proceeds of our trust

account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account.

no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our

initial business combination or amend certain provisions of our amended and restated memorandum and articles of association and then

only in cases where investors have properly sought to redeem their Class A ordinary shares.

Only upon our redemption or any liquidation

will public shareholders be entitled to distributions if we have not completed our initial business combination within the required time

period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

we are unable to complete an initial business combination within the 18-month 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), we may seek an amendment

to our amended and restated memorandum and articles of association to extend the period of time we have to complete an initial business

combination beyond 18 months (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).

Our amended and restated memorandum

and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning that

such an amendment must be approved by holders of at least two-thirds of our ordinary shares who, being entitled to do so, attend (in

person or by proxy) and vote on the matter at a shareholder meeting of the company, or by way of a unanimous written member resolution.

If we seek shareholder approval to extend the initial 18-month 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) in which to complete an initial

business combination to a later date, we will offer our public shareholders the right to have their public ordinary shares redeemed for

a pro rata share of the aggregate amount then on deposit in the trust account, as described in greater detail in the IPO Prospectus.

we have not completed our initial business combination within 24 months of the closing of our initial public offering or during any Extension

Period, our public shareholders may be forced to wait beyond such 24 months or any such Extension Period before redemption from our trust

we have not completed our initial business combination within 24 months from the closing of our initial business combination or during

any Extension Period, we will distribute 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), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up

of our affairs, as further described herein.

Any redemption of public shareholders from the trust account shall be effected as required

by our amended and restated memorandum and articles of association prior to any voluntary winding up.

If we are required to wind-up,

liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process,

such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act.

In that case, investors

may be forced to wait beyond the initial 24 months or any Extension Period before the redemption proceeds of our trust account become

available to them and they receive the return of their pro rata portion of the proceeds from our trust account.

We have no obligation

to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business

combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where

investors have properly sought to redeem their Class A ordinary shares.

Only upon our redemption or any liquidation will public shareholders

be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend

certain provisions of our amended and restated memorandum and articles of association prior thereto.

we are unable to complete an initial business combination within the 24-month period, we may seek an amendment to our amended and restated

memorandum and articles of association to extend the period of time we have to complete an initial business combination beyond 24 months

from the closing of our initial public offering.

Our amended and restated memorandum and articles of association requires at least a

special resolution of our shareholders as a matter of Cayman Islands law, meaning that such an amendment must be approved by holders

of at least two-thirds of our ordinary shares who, being entitled to do so, attend (in person or by proxy) and vote on the matter at

a shareholder meeting of the company, or by way of a unanimous written member resolution.

If we seek shareholder approval to extend the

initial 24-month period in which to complete an initial business combination to a later date, we will offer our public shareholders the

right to have their public ordinary shares redeemed for a pro rata share of the aggregate amount then on deposit in the trust account,

as described in greater detail in the IPO Prospectus.

shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

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In such event, holders who acquired their

public warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares

included in the units.

we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial business

combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under

the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable

efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and

to maintain the effectiveness of such registration statement and a current prospectus relating thereto until the expiration of the warrants

in accordance with the provisions of the warrant agreement.

We cannot assure you that we will be able to do so if, for example, any facts

or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial

statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order.

shares issuable upon exercise of the public warrants are not registered under the Securities Act in accordance with the above requirements,

we will be required to permit holders to exercise their public warrants on a cashless basis.

However, no public warrant will be exercisable

for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their public warrants,

unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising

holder, or an exemption from registration is available.

Additionally, if, at the time that a public warrant is exercised, our Class A

ordinary shares are not listed on a national securities exchange such that they satisfy the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their

warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,

we will not be required to file or maintain in effect a registration statement, but will use our commercially reasonable efforts to register

or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

In the event of a cashless exercise

pursuant to the preceding paragraph, the number of Class A ordinary shares that you will receive upon cashless exercise of a public

warrant will be based on the formula described in “Description of Securities — Redeemable Warrants — Public

Shareholders’ Warrants,” which is filed hereto as Exhibit 4.5.

public warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included

in the units.

we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination,

we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities

Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause

the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness

of such registration statement and a current prospectus relating thereto until the expiration of the warrants in accordance with the

provisions of the warrant agreement.

We cannot assure you that we will be able to do so if, for example, any facts or events arise which

represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained

or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order.

If the shares issuable upon

exercise of the public warrants are not registered under the Securities Act in accordance with the above requirements, we will be required

to permit holders to exercise their public warrants on a cashless basis.

However, no public warrant will be exercisable for cash or on

a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their public warrants, unless the issuance

of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption

from registration is available.

Additionally, if, at the time that a public warrant is exercised, our Class A ordinary shares are not

listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)

of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis

in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in

effect a registration statement, but will use our commercially reasonable efforts to register or qualify the shares under applicable

blue sky laws to the extent an exemption is not available.

In the event of a cashless exercise pursuant to the preceding paragraph, the

number of Class A ordinary shares that you will receive upon cashless exercise of a public warrant will be based on the formula described

in “Description of Securities - Redeemable Warrants - Public Shareholders’ Warrants,” which is filed hereto as Exhibit

may be a circumstance where an exemption from registration exists for holders of our private placement units to exercise the private

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grant of registration rights to our sponsor, initial shareholders, CCM, Seaport and their permitted transferees may make it more difficult

to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A

ordinary shares.

to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class

A ordinary shares.

to an agreement entered into in connection with the closing of our initial public offering, at or after the time of our initial business

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In addition, our sponsor, Sponsor HoldCo, CCM, Seaport

and their respective permitted transferees can demand that we register the resale of the Class A ordinary shares underlying the

private placement units, the private placement warrants underlying private placement units, the Class A ordinary shares underlying

such private placement warrants, and the restricted Class A shares, as applicable, and holders of private placement units that may be

issued upon conversion of working capital loans may demand that we register the resale the Class A ordinary shares underlying such

private placement units, the private placement warrants underlying such private placement units and the Class A ordinary shares

underlying such private placement warrants.

and their respective permitted transferees can demand that we register the resale of the Class A ordinary shares underlying the private

placement units, the private placement warrants underlying private placement units, the Class A ordinary shares underlying such private

placement warrants, and the restricted Class A shares, as applicable, and holders of private placement units that may be issued upon

conversion of working capital loans may demand that we register the resale the Class A ordinary shares underlying such private placement

units, the private placement warrants underlying such private placement units and the Class A ordinary shares underlying such private

placement warrants.

will bear the cost of registering these securities.

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of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the

negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial

shareholders or their permitted transferees, holders of our private placement units or holders of our private placement units issued

in connection with working capital loans are registered for resale.

may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee

incentive plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon the conversion

of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of

the anti-dilution provisions contained in our amended and restated memorandum and articles of association.

Any such issuances would dilute

the interest of our shareholders and likely present other risks.

Our amended and restated memorandum

and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, $0.0001 par value per share, 20,000,000

Class B ordinary shares, $0.0001 par value per share, and 1,000,000 undesignated preference shares, $0.0001 par value per share.

As of the date of this Annual Report, there are 172,430,313 and 14,166,667 authorized but unissued Class A ordinary shares and Class B

ordinary shares, respectively, available for issuance, which amount takes into account 325,000 restricted Class A shares (which would

vest only upon the consummation of the initial business combination) and shares reserved for issuance upon exercise of outstanding warrants,

but does not take into account the shares reserved for issuance upon conversion of the Class B ordinary shares.

negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders

or their permitted transferees, holders of our private placement units or holders of our private placement units issued in connection

with working capital loans are registered for resale.

may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon the conversion of the Class

B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution

provisions contained in our amended and restated memorandum and articles of association.

Any such issuances would dilute the interest

of our shareholders and likely present other risks.

amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, $0.0001

par value per share, 20,000,000 Class B ordinary shares, $0.0001 par value per share, and 1,000,000 undesignated preference shares, $0.0001

par value per share.

As of December 31, 2025, there are 172,430,313 and 14,166,667 authorized but unissued Class A ordinary shares and

Class B ordinary shares, respectively, available for issuance, which amount takes into account 325,000 restricted Class A shares (which

would vest only upon the consummation of the initial business combination) and shares reserved for issuance upon exercise of outstanding

warrants, but does not take into account the shares reserved for issuance upon conversion of the Class B ordinary shares.

Class B ordinary

shares are convertible into Class A ordinary shares at the time of our initial business combination, or earlier at the option of

the holder, initially at a one-for-one ratio but subject to adjustment as set forth herein.

As of the date of this Annual Report, there

are preference shares issued and outstanding.

may issue a substantial number of additional Class A ordinary shares, and may issue preference shares, in order to complete our

initial business combination or under an employee incentive plan after completion of our initial business combination.

We may also issue

Class A ordinary shares to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one

at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum

shares are convertible into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the

holder, initially at a one-for-one ratio but subject to adjustment as set forth herein.

As of December 31, 2025, there are preference

shares issued and outstanding.

may issue a substantial number of additional Class A ordinary shares, and may issue preference shares, in order to complete our initial

business combination or under an employee incentive plan after completion of our initial business combination.

We may also issue Class

A ordinary shares to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the

time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum

and articles of association.

However, our amended and restated memorandum and articles of association provide, among other things, that

prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive

funds from the trust account or (ii) vote as a class with our public shares on any initial business combination.

The issuance of

additional ordinary shares or preference shares:

prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i)

receive funds from the trust account or (ii) vote as a class with our public shares on any initial business combination.

of additional ordinary shares or preference shares:

significantly dilute the equity interest of investors in our initial public offering, which

dilution would increase if the anti-dilution provisions in the Class B ordinary shares

resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis

upon conversion of the Class B ordinary shares;

dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted

in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion

of the Class B ordinary shares;

subordinate the rights of holders of ordinary shares if preference shares are issued with

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transactions.

To the extent our initial shareholders purchased any Class A ordinary shares in our initial public offering or in

the aftermarket or in privately negotiated transactions, this would increase their influence over these actions.

To the extent our initial shareholders purchased any Class A ordinary shares in our initial public offering or in the aftermarket

or in privately negotiated transactions, this would increase their influence over these actions.

addition, our board of directors, whose members were appointed by Sponsor HoldCo, is divided into three classes, each of which will generally

serve for a term of three years with only one class of directors being appointed in each year.

We may not hold an annual general

meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors

will continue in office until at least the completion of the business combination.

We may not hold an annual general meeting

to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will

continue in office until at least the completion of the business combination.

If there is an annual general meeting, as a consequence

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public warrants are issued in registered form under a warrant agreement between Odyssey Transfer and Trust Company, as warrant agent,

The warrant agreement provides that (a) the terms of the public warrants may be amended without the consent of any holder

for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement

to the description of the terms of the public warrants and the warrant agreement set forth in the IPO Prospectus, or defective provision,

(ii) removing or reducing the Company’s ability to redeem the public warrants and, if applicable, a corresponding amendment to

the Company’s ability to redeem the private placement warrants underlying the private placement units or (iii) adding or changing

any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem

necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the public warrants

under the warrant agreement in any material respect, (b) the terms of the warrants may be amended with the vote or written consent

of at least 50% of the then outstanding public warrants and private placement warrants underlying the private placement units, voting

together as a single class, to allow for the warrants to be or continue to be, as applicable, classified as equity in our financial statements

and (c) all other modifications or amendments to our warrant agreement with respect to (i) the public warrants require the

vote or written consent of holders of at least 50% of the then outstanding public warrants and (ii) the private placement warrants

underlying the private placement units require the vote or written consent of holders of at least 50% of the then outstanding private

placement units.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders

of at least 50% of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public

warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be

amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of

Class A ordinary shares purchasable upon exercise of a warrant.

warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District

of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our

warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

The warrant agreement provides that (a) the terms of the public warrants may be amended without the consent of any holder for

the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to the

description of the terms of the public warrants and the warrant agreement set forth in the IPO Prospectus, or defective provision, (ii)

removing or reducing the Company’s ability to redeem the public warrants and, if applicable, a corresponding amendment to the Company’s

ability to redeem the private placement warrants underlying the private placement units or (iii) adding or changing any provisions with

respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable

and that the parties deem to not adversely affect the rights of the registered holders of the public warrants under the warrant agreement

in any material respect, (b) the terms of the warrants may be amended with the vote or written consent of at least 50% of the then outstanding

public warrants and private placement warrants underlying the private placement units, voting together as a single class, to allow for

the warrants to be or continue to be, as applicable, classified as equity in our financial statements and (c) all other modifications

or amendments to our warrant agreement with respect to (i) the public warrants require the vote or written consent of holders of at least

50% of the then outstanding public warrants and (ii) the private placement warrants underlying the private placement units require the

vote or written consent of holders of at least 50% of the then outstanding private placement units.

Accordingly, we may amend the terms

of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants

approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then

outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise

price of the warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New

York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which

could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating

in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York

or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such

jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to

such exclusive jurisdiction and that such courts represent an inconvenient forum.

With respect to any complaint asserting a cause of

action arising under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty

as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the

rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts

over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New

York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,

which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive

jurisdiction and that such courts represent an inconvenient forum.

With respect to any complaint asserting a cause of action arising

under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether

a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations

Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce

any duty or liability created by the Securities Act or the rules and regulations thereunder.

Notwithstanding

the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the

Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive

Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and

to have consented to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope the

forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States

District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants,

such holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State

of New York or the United States District Court for the Southern District of New York in connection with any action brought

in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made

upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as

agent for such warrant holder.

Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have

consented to the forum provisions in our warrant agreement.

If any action, the subject matter of which is within the scope the forum

provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court

for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be

deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York or the United

States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum

provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement

action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for

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and results of operations and result in a diversion of the time and resources of our management and board of directors.

Unlike some other similarly structured blank

check companies, our initial shareholders beneficially own at least 25% of our issued and outstanding ordinary shares.

some other similarly structured blank check companies, our initial shareholders beneficially own at least 25% of our issued and outstanding

ordinary shares.

initial shareholders beneficially own at least 25% of our issued and outstanding ordinary shares (not including (i) any Class A ordinary

shares, subject to vesting and any other restrictions, issued or deemed issued to Sponsor HoldCo (or its members or affiliates), (ii)

the Class A ordinary shares underlying the private placement warrants and (iii) any Class A ordinary shares issued to our sponsor

(or its members or affiliates) upon conversion of working capital loans).

This is different from some other similarly situated blank

check companies in which the initial shareholders are only issued an aggregate of 20% of the total number of shares to be outstanding

prior to the initial business combination.

the Class A ordinary shares underlying the private placement warrants and (iii) any Class A ordinary shares issued to our sponsor (or

its members or affiliates) upon conversion of working capital loans).

This is different from some other similarly situated blank check

companies in which the initial shareholders are only issued an aggregate of 20% of the total number of shares to be outstanding prior

to the initial business combination.

may redeem your unexpired public warrants prior to their exercise at a time that is disadvantageous to you, thereby making your public

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management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause

holders to receive fewer Class A ordinary shares upon their exercise of the public warrants than they would have received had they

been able to exercise their public warrants for cash.

holders to receive fewer Class A ordinary shares upon their exercise of the public warrants than they would have received had they been

able to exercise their public warrants for cash.

we call our public warrants for redemption after the applicable redemption criteria have been satisfied, our management will have the

7 unchanged sentences

to effectuate our initial business combination.

issued public warrants to purchase 8,750,000 Class A ordinary shares, at a price of $11.50 per whole share, as part of the units

offered in our initial public offering and also issued in private placements an aggregate of 663,125 private placement units, each private

placement warrant thereunder exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

Our initial shareholders currently hold 5,833,333 Class B ordinary shares.

The Class B ordinary shares are convertible into

Class A ordinary shares on a one-for-one basis at the time of our initial business combination, or earlier at the option of the

holder, subject to adjustment as set forth herein.

In addition, if either of Sponsor HoldCo, our sponsor, any of their respective affiliates

or certain of our directors and officers make any working capital loans, up to $2,000,000 of such loans for each such person may be converted

into Class A ordinary shares or units upon the consummation of our initial business combination at the price of $10.00 per Class A

ordinary share or unit, as applicable, at the option of the lender.

Such Class A ordinary shares would be identical to the private

placement shares, and such units would be identical to the private placement units.

To the extent we issue Class A ordinary shares

to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares

upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business.

issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary

shares issued to complete the business combination.

Therefore, our warrants and founder shares may make it more difficult to effectuate

a business combination or increase the cost of acquiring the target business.

issued public warrants to purchase 8,750,000 Class A ordinary shares, at a price of $11.50 per whole share, as part of the units offered

in our initial public offering and also issued in private placements an aggregate of 663,125 private placement units, each private placement

warrant thereunder exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

shareholders currently hold 5,833,333 Class B ordinary shares.

The Class B ordinary shares are convertible into Class A ordinary shares

on a one-for-one basis at the time of our initial business combination, or earlier at the option of the holder, subject to adjustment

as set forth herein.

In addition, if either of Sponsor HoldCo, our sponsor, any of their respective affiliates or certain of our directors

and officers make any working capital loans, up to $2,000,000 of such loans for each such person may be converted into Class A ordinary

shares or units upon the consummation of our initial business combination at the price of $10.00 per Class A ordinary share or unit,

as applicable, at the option of the lender.

Such Class A ordinary shares would be identical to the private placement shares, and such

units would be identical to the private placement units.

To the extent we issue Class A ordinary shares to effectuate a business combination,

the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion

rights could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued

and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination.

Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring

the target business.

private placement warrants underlying the private placement units are identical to the public warrants sold as part of the units in the

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(i) they are not redeemable by us;

(ii) they (including the Class A ordinary shares issuable

upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 180 days

after the completion of our initial business combination;

(iii) they may be exercised by the holders on a cashless basis and (iv) they

(including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

to any private placement units held by CCM, Seaport and/or their designees, such private placement units are subject to the lock-up and

registration rights limitations imposed by FINRA Rule 5110 and the private placement warrants underlying such private placement

units are not exercisable more than five (5) years from the commencement of sales in our initial public offering in accordance with

FINRA Rule 5110(g)(8).

Notwithstanding the foregoing, CCM or Seaport may not exercise their demand and “piggy-back”

registration rights after five (5) and seven (7) years after the commencement of sales of our initial public offering

and may not exercise their demand rights on more than one occasion.

(ii) they (including the Class A ordinary shares issuable upon

exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 180 days after the

completion of our initial business combination;

(iii) they may be exercised by the holders on a cashless basis and (iv) they (including

the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

With respect to any private

placement units held by CCM, Seaport and/or their designees, such private placement units are subject to the lock-up and registration

rights limitations imposed by FINRA Rule 5110 and the private placement warrants underlying such private placement units are not exercisable

more than five (5) years from the commencement of sales in our initial public offering in accordance with FINRA Rule 5110(g)(8).

Notwithstanding

the foregoing, CCM or Seaport may not exercise their demand and “piggy-back” registration rights after five (5) and seven

(7) years after the commencement of sales of our initial public offering and may not exercise their demand rights on more than one occasion.

each unit contains one-half of one redeemable public warrant and only a whole public warrant may be exercised, the units may be worth

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Nevertheless, this unit structure may cause our units to be worth less than if they included a public warrant to purchase one whole share.

warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any

information regarding such other security at this time.

warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information

regarding such other security at this time.

certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable

for a security other than the Class A ordinary shares.

As a result, if the surviving company redeems your warrants for securities

pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time, upon exercise

of the warrants in such situations.

As a result, if the surviving company redeems your warrants for securities pursuant

to the warrant agreement, you may receive a security in a company of which you do not have information at this time, upon exercise of

the warrants in such situations.

Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable

efforts to register the issuance of the security underlying the warrants within fifteen business days of the closing of an

initial business combination.

efforts to register the issuance of the security underlying the warrants within fifteen business days of the closing of an initial business

provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

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the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price,

and, in the case of the public warrants only, the $18.00 per share redemption trigger prices described in “Description of Securities — Redeemable

Warrants — Public Shareholders’ Warrants — Redemption of Public Warrants,” which is filed

as Exhibit 4.5 to this Annual Report, will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and

the Newly Issued Price.

and, in the case of the public warrants only, the $18.00 per share redemption trigger prices described in “Description of Securities

- Redeemable Warrants - Public Shareholders’ Warrants - Redemption of Public Warrants,” which is filed as Exhibit 4.5 to

this Annual Report, will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued

This may make it more difficult for us to consummate an initial business combination with a target business.

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number of hours per week to our affairs.

Certain of our independent directors also serve as officers and board members for other

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such

affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative

impact on our ability to complete our initial business combination.

Any such companies, businesses or investments may present additional

conflicts of interest in pursuing an initial business combination target.

Because the other entities to which our directors and officers

owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe

that any such potential conflicts would materially affect our ability to complete our initial business combination.

Certain of our independent directors also serve as officers and board members for other entities.

If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs

in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact

on our ability to complete our initial business combination.

Any such companies, businesses or investments may present additional conflicts

of interest in pursuing an initial business combination target.

Because the other entities to which our directors and officers owe fiduciary

duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that any

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

are dependent upon our directors and officers and their departure could adversely affect our ability to operate.

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to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;

renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which

may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

and (ii) we renounce

any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be

a corporate opportunity for any director or officer, on the one hand, and us, on the other.

addition, Sponsor HoldCo, our sponsor and our directors and officers may sponsor or form other special purpose acquisition companies

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light of the involvement of our sponsor, directors and officers with other entities, we may decide to acquire one or more businesses

affiliated with Sponsor HoldCo, our sponsor, directors or officers.

Certain of our directors and officers also serve as officers and

board members for other entities., including, without limitation, those described herein, Such entities may compete with us for business

combination opportunities.

Sponsor HoldCo, our sponsor, directors and officers are not currently aware of any specific opportunities

for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary

discussions concerning a business combination with any such entity or entities.

Although we will not be specifically focusing on, or

targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity

met our criteria and guidelines for a business combination as set forth in the IPO Prospectus and such transaction was approved by a

majority of our independent and disinterested directors.

Despite our agreement that we, or a committee of independent and disinterested

directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or valuation or appraisal firm,

regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international

businesses affiliated with Sponsor HoldCo, our sponsor, directors, or officers, non-managing HoldCo investors, potential conflicts of

interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders

as they would be absent any conflicts of interest.

affiliated with Sponsor HoldCo, our sponsor, directors or officers if the proposed Business Combination is not consummated.

our directors and officers also serve as officers and board members for other entities, including, without limitation, those described

Such entities may compete with us for business combination opportunities.

Sponsor HoldCo, our sponsor, directors and officers

are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which

they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities.

If the proposed Business Combination is not consummated, although we will not be specifically focusing on, or targeting, any transaction

with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines

for a business combination as set forth in the IPO Prospectus and such transaction was approved by a majority of our independent and

disinterested directors.

Despite our agreement that we, or a committee of independent and disinterested directors, will obtain an opinion

from an independent investment banking firm that is a member of FINRA or valuation or appraisal firm, regarding the fairness to our company

from a financial point of view of a business combination with one or more domestic or international businesses affiliated with Sponsor

HoldCo, our sponsor, directors, or officers, non-managing HoldCo investors, potential conflicts of interest still may exist and, as a

result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts

may not have sufficient funds to satisfy indemnification claims of our directors and officers.

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the trust account for any reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we

have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i)

we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our obligation to indemnify

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The letter agreement may be amended without shareholder approval

(although releasing the parties from the restriction not to transfer the founder shares for 180 days following the date of the IPO

Prospectus will require the prior written consent of the underwriters).

While we do not expect our board to approve any amendment to

the letter agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment

and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement.

Any such amendments to the letter

agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

(although releasing the parties from the restriction not to transfer the founder shares for 180 days following the date of the IPO Prospectus

will require the prior written consent of the underwriters).

While we do not expect our board to approve any amendment to the letter

agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject

to its fiduciary duties, chooses to approve one or more amendments to the letter agreement.

Any such amendments to the letter agreement

would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

Sponsor HoldCo, our sponsor, officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors,

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tangible or intangible.

On August 6, 2024, Sponsor HoldCo transferred 30,000 founder shares to each of our independent directors

and 130,000 founder shares to our Executive Chairman (an aggregate of 220,000 founder shares), in each case at their original purchase

On August 6, 2024, Sponsor HoldCo transferred 30,000 founder shares to each of our independent directors and

130,000 founder shares to our Executive Chairman (an aggregate of 220,000 founder shares), in each case at their original purchase price.

Our sponsor holds founder shares through Sponsor HoldCo, which purchased our private placement units and restricted Class A shares.

Sponsor HoldCo issued membership interests at a nominal purchase price to the non-managing HoldCo investors reflecting interests in an

aggregate of 5,593,333 founder shares held by Sponsor HoldCo.

Sponsor HoldCo has agreed to reserve 20,000 founder shares to sell and

transfer to a senior advisor of the Company, following the consummation of an initial business combination, in consideration for advisory

services to be provided by such senior advisor to the Company in connection with the initial business combination;

HoldCo issued membership interests at a nominal purchase price to the non-managing HoldCo investors reflecting interests in an aggregate

of 5,593,333 founder shares held by Sponsor HoldCo.

Sponsor HoldCo has agreed to reserve 20,000 founder shares to sell and transfer to

a senior advisor of the Company, following the consummation of an initial business combination, in consideration for advisory services

to be provided by such senior advisor to the Company in connection with the initial business combination;

the aforementioned 5,593,333

founder shares excludes such reserved 20,000 founder shares.

Our initial shareholders and

their permitted transferees collectively beneficially own at least 25% of our issued and outstanding shares.

initial shareholders and their permitted transferees collectively beneficially own at least 25% of our issued and outstanding shares.

sponsor purchased an aggregate of 440,000 private placement units at a price of $10.00 per unit ($4,400,000 in the aggregate) in a private

placement, which was comprised of (i) a direct purchase by our sponsor of 17,500 private placement units at a price of $10.00 per

unit ($175,000 in the aggregate), and (ii) a purchase through Sponsor HoldCo for (a) an aggregate of 260,000 private placement units

at a price of $10.00 per unit and (b) 162,500 private placement units and 325,000 restricted Class A shares at a combined price of $10.00

placement, which was comprised of (i) a direct purchase by our sponsor of 17,500 private placement units at a price of $10.00 per unit

($175,000 in the aggregate), and (ii) a purchase through Sponsor HoldCo for (a) an aggregate of 260,000 private placement units at a

price of $10.00 per unit and (b) 162,500 private placement units and 325,000 restricted Class A shares at a combined price of $10.00

per private placement security ($4,225,000 in the aggregate), reflecting the issuance of restricted Class A shares at no additional price.

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private placement unit consists of one Class A ordinary share and one-half of one private placement warrant.

Each whole private

placement warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to

adjustment as provided herein, and only whole warrants are exercisable.

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 during any Extension Period, the proceeds of the sale of the private placement units and restricted Class A shares held in the trust

account will be used to fund the redemption of our public shares, and the private placement units will expire worthless.

Each whole private placement

warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided

herein, and only whole warrants are exercisable.

If we do not complete our initial business combination within 18 months from the closing

of our initial public offering or during any Extension Period, the proceeds of the sale of the private placement units and restricted

Class A shares held in the trust account will be used to fund the redemption of our public shares, and the private placement units will

expire worthless.

the differential in the purchase price paid for the founder shares as compared to the initial public offering price of the public shares

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ordinary shares trade below the initial public offering price and holders of our public shares have a substantial loss on their investment.

Our sponsor and initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination

and (B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination.

In addition, we may obtain loans from either of Sponsor HoldCo, our sponsor, any of their respective affiliates or certain of our directors

and officers.

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

they may purchase in the 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 as the

rights afforded to our other public shareholders.

If the non-managing HoldCo investors hold a substantial number of our units and restricted

Class A shares, then the non-managing HoldCo investors will potentially have different interests than our other public shareholders in

approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership

of founder shares and the restricted Class A shares as further discussed in the IPO Prospectus.

The non-managing HoldCo investors will

share in any appreciation of the founder shares and the vesting of restricted Class A shares through their membership interests in Sponsor

HoldCo if we successfully complete a business combination.

Accordingly, non-managing HoldCo investors’ interests in the founder

shares and restricted Class A shares owned by them indirectly through their membership interests in Sponsor HoldCo may provide them with

an incentive to vote any public shares they own in favor of a business combination, and make a substantial profit on such interests,

even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders.

Our sponsor and initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and

(B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination.

we may obtain loans from either of Sponsor HoldCo, our sponsor, any of their respective affiliates or certain of our directors and officers.

The non-managing HoldCo investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase

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

If the non-managing HoldCo investors hold a substantial number of our units and restricted Class A shares, then the non-managing HoldCo

investors will potentially have different interests than our other public shareholders in approving our initial business combination

and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares and the restricted

Class A shares as further discussed in the IPO Prospectus.

The non-managing HoldCo investors will share in any appreciation of the founder

shares and the vesting of restricted Class A shares through their membership interests in Sponsor HoldCo if we successfully complete

a business combination.

Accordingly, non-managing HoldCo investors’ interests in the founder shares and restricted Class A shares

owned by them indirectly through their membership interests in Sponsor HoldCo may provide them with an incentive to vote any public shares

they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with

a target that ultimately declines in value and is not profitable for other public shareholders.

personal and financial interests of Sponsor HoldCo, our sponsor, directors and officers and any holders of our founder shares, our private

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business combination, such holder would be able to convert such founder shares into 1,000 Class A ordinary shares, and would receive

the same consideration in connection with our initial business combination as a public shareholder for the same number of Class A

ordinary shares.

If the trading price of our Class A ordinary shares on a post-combination basis (after accounting for any adjustments

in connection with an exchange or other transaction contemplated by the business combination) were to decrease to $5.00 per Class A

ordinary share, such holder of our founder shares would obtain a profit of approximately $4,996.30 on account of the 1,000 founder shares

that the holder had converted into Class A ordinary shares in connection with the initial business combination.

By contrast, a public

shareholder holding 1,000 Class A ordinary shares acquired in the initial public offering would lose approximately $5,000 in connection

with the same transaction.

the same consideration in connection with our initial business combination as a public shareholder for the same number of Class A ordinary

If the trading price of our Class A ordinary shares on a post-combination basis (after accounting for any adjustments in connection

with an exchange or other transaction contemplated by the business combination) were to decrease to $5.00 per Class A ordinary share,

such holder of our founder shares would obtain a profit of approximately $4,996.30 on account of the 1,000 founder shares that the holder

had converted into Class A ordinary shares in connection with the initial business combination.

By contrast, a public shareholder holding

1,000 Class A ordinary shares acquired in the initial public offering would lose approximately $5,000 in connection with the same transaction.

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

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operate such business.

may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will

own less than 100% of the equity interests or assets of a target business, but we will complete such business combination only 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 us not to be required to register as an investment company under the Investment

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

in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will

complete such business combination only 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 us not to be required to

We will not consider any transaction that does not meet such criteria.

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

For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for

all of the issued and outstanding capital stock, shares or other equity securities of a target.

In this case, we would acquire a 100%

interest in the target.

However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately

prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction.

In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger

share of the company’s shares than we initially acquired.

Accordingly, this may make it more likely that our management will not

be able to maintain our control of the target business.

Even if the post-transaction company owns 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-business combination 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 ordinary shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a

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

However, as a result of the issuance of a substantial number of

new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding

ordinary shares subsequent to such transaction.

In addition, other minority shareholders may subsequently combine their holdings resulting

in a single person or group obtaining a larger share of the company’s shares than we initially acquired.

Accordingly, this may

make it more likely that our management will not be able to maintain our control of the target business.

initial business combination will require approval of a majority of our board of directors and a majority of our independent directors.

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with companies operating in an international setting, including any of the following:

and difficulties inherent in managing cross-border business operations and complying with

commercial and legal requirements of overseas markets;

and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas

and regulations regarding currency redemption;

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may, in connection with our business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval

by special resolution under the Companies Act (with respect to which holders of Class B ordinary shares will be entitled to ten

votes for every Class B ordinary share of which such person is the holder and a holder of Class A ordinary shares will be entitled

to one vote for every Class A ordinary share of which such person is the holder), transfer by way of continuation and reincorporate

in the jurisdiction in which the target company or business is located or in another jurisdiction.

Such transaction may result in tax

liability for a shareholder or warrant holder in the jurisdiction in which the shareholder or warrant holder is a tax resident (or in

which its members are resident if it is a tax transparent entity), in which the target company is located, or in which we reincorporate.

In the event of a reincorporation pursuant to our initial business combination, such tax liability may attach prior to the consummation

of redemptions of any of our public shares properly submitted to us for redemption in connection with such business combination.

not intend to make any cash distributions to shareholders or warrant holders to pay such taxes.

by special resolution under the Companies Act (with respect to which holders of Class B ordinary shares will be entitled to ten votes

for every Class B ordinary share of which such person is the holder and a holder of Class A ordinary shares will be entitled to one vote

for every Class A ordinary share of which such person is the holder), transfer by way of continuation and reincorporate in the jurisdiction

in which the target company or business is located or in another jurisdiction.

Such transaction may result in tax liability for a shareholder

or warrant holder in the jurisdiction in which the shareholder or warrant holder is a tax resident (or in which its members are resident

if it is a tax transparent entity), in which the target company is located, or in which we reincorporate.

In the event of a reincorporation

pursuant to our initial business combination, such tax liability may attach prior to the consummation of redemptions of any of our public

shares properly submitted to us for redemption in connection with such business combination.

We do not intend to make any cash distributions

to shareholders or warrant holders to pay such taxes.

or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation

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resolution under the Companies Act (with respect to which holders of Class B ordinary shares will be entitled to ten votes for every

Class B ordinary share of which such person is the holder and a holder of Class A ordinary shares will be entitled to one vote

for every Class A ordinary share of which such person is the holder) relocate the home jurisdiction of our business from the Cayman

Islands to another jurisdiction.

If we determine to do this, the laws of such jurisdiction may govern some or all of our future material

The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and

interpretation as in the United States.

The inability to enforce or obtain a remedy under any of our future agreements could result

in a significant loss of business, business opportunities or capital.

Class B ordinary share of which such person is the holder and a holder of Class A ordinary shares will be entitled to one vote for every

Class A ordinary share of which such person is the holder) relocate the home jurisdiction of our business from the Cayman Islands to

another jurisdiction.

If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation

as in the United States.

The inability to enforce or obtain a remedy under any of our future agreements could result in a significant

loss of business, business opportunities or capital.

are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased

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are subject to rules and regulations by various governing bodies, including, for example, the SEC.

Our efforts to comply with new

and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses

Our efforts to comply with new and

changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses

and a diversion of management time and attention from revenue-generating activities to compliance activities.

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As a result, it may be difficult for investors to effect service

of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts

against our directors or officers.

of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against

our directors or officers.

corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may

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in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared to the United States,

and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.

Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

have been advised by Conyers Dill & Pearman LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are

unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability

provisions of the federal securities laws of the United States or any state;

and (ii) in original actions brought in the Cayman

Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States

or any state, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no

statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize

and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle

that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been

given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and

conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment

in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which

is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to

be contrary to public policy).

In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and

certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman

Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

have been advised by Conyers Dill & Pearman LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely

(i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the

federal securities laws of the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities

against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as

the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in

the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign

money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a

competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain

conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a

liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the

same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural

justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public

A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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our amended and restated memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding

in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting

a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our

shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated

memorandum and articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine

(as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to

the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes.

The forum selection provision in our

amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty

created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America

are, as a matter of the laws of the United States of America, the sole and exclusive forum for determination of such a claim.

in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim

of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders,

(iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and

articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is

recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdiction

of the courts of the Cayman Islands over all such claims or disputes.

The forum selection provision in our amended and restated memorandum

and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act,

Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United

States of America, the sole and exclusive forum for determination of such a claim.

amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that

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with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

our initial business combination, it is possible that a majority of our directors and officers will live outside the United States

and all or substantially all of our assets will be located outside the United States;

therefore investors may not be able to enforce

federal securities laws or their other legal rights.

is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States

and all or substantially all of our assets will be located outside of the United States.

As a result, it may be difficult, or in

some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all

of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties

on our directors and officers under United States laws.

our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and

all or substantially all of our assets will be located outside the United States;

therefore investors may not be able to enforce federal

securities laws or their other legal rights.

the proposed Business Combination is not consummated, it is possible that after our initial business combination, a majority of our directors

and officers will reside outside of the United States and all or substantially all of our assets will be located outside of the United

As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights,

to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil

liabilities and criminal penalties on our directors and officers under United States laws.

our management following our initial business combination is unfamiliar with U.S.

securities laws, they may have to expend time

and resources becoming familiar with such laws, which could lead to various regulatory issues.

our initial business combination, any or all of our management could resign from their positions as officers of the company, and the

management of the target business at the time of the business combination could remain in place.

Management of the target business may

not be familiar with U.S.

securities laws, they may have to expend time and resources

becoming familiar with such laws, which could lead to various regulatory issues.

our initial business combination, or all of our management could resign from their positions as officers of the company, and the management

of the target business at the time of the business combination could remain in place.

Management of the target business may not be familiar

securities laws.

If new management is unfamiliar with U.S.

securities laws, they may have to expend

time and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory

issues which may adversely affect our operations.

securities laws, they may have to expend time and resources becoming

familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect

our operations.

employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

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have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are an exempted company

incorporated under the laws of the Cayman Islands with no operating results.

Because we lack an operating history, you have no basis upon

which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target

We have no plans, arrangements or understandings with any prospective target business concerning a business combination and

may be unable to complete our initial business combination.

If we fail to complete our initial business combination, we will never generate

any operating revenues.

are an exempted company incorporated under the laws of the Cayman Islands with no operating results.

Because we lack an operating history,

you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination

with one or more target businesses.

If we fail to complete our initial business combination, we will never generate any operating revenues.

have a working capital deficiency and a weak cash position.

As of December 31, 2024, we

had $1,447,921 in cash and a working capital deficiency of $1,419,359.

Further, we expect to incur significant costs in pursuit of our

acquisition plans.

of December 31, 2025, we had $544,791 in cash and a working capital deficiency of $613,884.

Further, we expect to incur significant costs

in pursuit of our acquisition plans.

Our plans to raise capital and to consummate our initial business combination may not be successful.

These factors,

among others, increase the risk that our independent registered public accounting firm could raise substantial doubt about our ability

to continue as a going concern.

The financial statements contained elsewhere in this Annual Report do not include any adjustments that

might result from our inability to continue as a going concern.

These factors, among others, may increase substantial doubt about our ability to continue as a going concern.

The financial statements

contained elsewhere in this Annual Report do not include any adjustments that might result from our inability to continue as a going

performance by our management team and their affiliates may not be indicative of future performance of an investment in the company.

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Past performance by our

management team and their affiliates is not a guarantee that (1) we will be able to identify a suitable candidate for our initial

business combination or (2) of success with respect to any business combination we may consummate.

You should not rely on the historical

record of our management team or their affiliates or any related investment’s performance as indicative of our future performance

of an investment in the company or the returns the company will, or is likely to, generate going forward.

management team and their affiliates is not a guarantee that (1) we will be able to identify a suitable candidate for our initial business

combination or (2) of success with respect to any business combination we may consummate.

You should not rely on the historical record

of our management team or their affiliates or any related investment’s performance as indicative of our future performance of an

investment in the company or the returns the company will, or is likely to, generate going forward.

will not be entitled to protections normally afforded to investors of many other blank check companies.

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securities laws.

However, because we have net tangible assets of at least $5,000,001 and timely

filed a Current Report on Form 8-K, including an audited balance sheet of the company demonstrating this fact, we are exempt from

rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not be

afforded the benefits or protections of those rules.

Among other things, this means our units are immediately tradable and we will have

a longer period of time to complete our initial business combination than do companies subject to Rule 419.

Moreover, if our initial

public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust

account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business

However, because we have net tangible assets of at least $5,000,001 and timely filed

a Current Report on Form 8-K, including an audited balance sheet of the company demonstrating this fact, we are exempt from rules promulgated

by the SEC to protect investors in blank check companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits

or protections of those rules.

Among other things, this means our units are immediately tradable and we will have a longer period of

time to complete our initial business combination than do companies subject to Rule 419.

Moreover, if our initial public offering were

subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and

until the funds in the trust account were released to us in connection with our completion of an initial business combination.

in laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws and regulations,

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ability to negotiate and complete our initial business combination, and results of operations.

January 24, 2024, the SEC adopted a series of new rules relating to SPACs requiring, among other items, (i) additional disclosures

relating to SPAC business combination transactions;

(ii) additional disclosures relating to dilution and to conflicts of interest

involving sponsors and their affiliates in both SPAC initial public offerings and SPAC initial business combinations;

use of projections by SPACs in SEC filings in connection with proposed business combination transactions;

and (iv) both the SPAC

and the target company’s status as co-registrants on de-SPAC transaction registration statements.

In addition, the SEC’s

adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company

Act, including as a result of its duration, asset composition, business purpose, and the activities of the SPAC and its management team

in furtherance of such goals.

Compliance with such rules and related guidance may increase the costs and the time needed to negotiate

and complete an initial business combination, may constrain the circumstances under which we could complete an initial business combination

or otherwise impair our ability to complete a business combination.

January 24, 2024, the SEC adopted a series of new rules relating to SPACs requiring, among other items, (i) additional disclosures relating

to SPAC business combination transactions;

(ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors

and their affiliates in both SPAC initial public offerings and SPAC initial business combinations;

(iii) the use of projections by SPACs

in SEC filings in connection with proposed business combination transactions;

and (iv) both the SPAC and the target company’s status

as co-registrants on de-SPAC transaction registration statements.

In addition, the SEC’s adopting release provided guidance describing

circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including as a result of its duration,

asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

with such rules and related guidance may increase the costs and the time needed to negotiate and complete an initial business combination,

may constrain the circumstances under which we could complete an initial business combination or otherwise impair our ability to complete

a business combination.

incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

28 unchanged sentences

of our ordinary shares or warrants (regardless of whether we remain a PFIC for subsequent taxable years), the U.S.

be subject to adverse U.S.

Holder may be subject

to adverse U.S.

federal income tax consequences and may be subject to additional reporting requirements.

Our PFIC status

for our current and subsequent taxable years may depend upon, among others, the status of an acquired company pursuant to a business

combination, the amount of our passive income and assets in the year of the business combination, the amount of passive income and assets

of the acquired business and whether we qualify for the PFIC start-up exception (see the section of the IPO Prospectus captioned “Income

Tax Considerations — U.S.

Federal Income Tax Considerations — U.S.

Holders — Passive

Foreign Investment Company Rules”).

Depending on the particular circumstances, the application of the start-up exception may be

subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be

no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status

for any taxable year, moreover, will not be determinable until after the end of such taxable year.

For a more detailed explanation of

the tax consequences of PFIC classification and certain elections that may be available to U.S.

Holders, see the section of the

IPO Prospectus captioned “Income Tax Considerations — U.S.

Our PFIC status for our current

and subsequent taxable years may depend upon, among others, the status of an acquired company pursuant to a business combination, the

amount of our passive income and assets in the year of the business combination, the amount of passive income and assets of the acquired

business and whether we qualify for the PFIC start-up exception (see the section of the IPO Prospectus captioned “Income Tax Considerations

Federal Income Tax Considerations - U.S.

Holders — Passive

Foreign Investment Company Rules.”

federal excise tax on stock buybacks could be imposed on redemptions of our stock if we were to become a “covered

corporation” in the future.

Holders - Passive Foreign Investment Company Rules”).

Depending on the particular

circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will

qualify for the start-up exception.

Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable

year or any subsequent taxable year.

Our actual PFIC status for any taxable year, moreover, will not be determinable until after the

end of such taxable year.

For a more detailed explanation of the tax consequences of PFIC classification and certain elections that may

be available to U.S.

Holders, see the section of the IPO Prospectus captioned “Income Tax Considerations - U.S.

Federal Income

Tax Considerations - U.S.

Holders - Passive Foreign Investment Company Rules.”

federal excise tax on stock buybacks could be imposed on redemptions of our stock if we were to become a “covered corporation”

in the future.

IRA provides for, among other things, a new 1% U.S.

federal excise tax on certain repurchases (including redemptions) of stock by

publicly traded U.S.

federal excise tax on certain repurchases (including redemptions) of stock by publicly

corporations after December 31, 2022 (the “stock buyback tax”), subject to certain exceptions.

If applicable, the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the

corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation

during the same taxable year.

If applicable,

the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during

a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same

taxable year.

The former Biden administration proposed increasing the stock buyback tax rate from 1% to 4%;

it is unclear whether such a change will be enacted and, if enacted, how soon it could take effect.

however, it is unclear whether

such a change will be enacted and, if enacted, how soon it could take effect.

In addition, the U.S.

Department and IRS have released preliminary guidance and proposed regulations on the stock buyback tax that would potentially cause

corporation’s U.S.

subsidiaries to be subject to the stock buyback tax with respect to any share repurchases

made by the non-U.S.

corporation under certain circumstances.

Treasury Department and IRS have

released preliminary guidance and proposed regulations on the stock buyback tax that would potentially cause a non-U.S.

corporation’s

subsidiaries to be subject to the stock buyback tax with respect to any share repurchases made by the non-U.S.

corporation under

certain circumstances.

an entity incorporated as a Cayman Islands exempted company, the stock buyback tax is currently not expected to apply to redemptions

of our Class A ordinary shares (absent any regulations or other additional guidance that may be issued in the future).

in connection with an initial business combination involving a company organized under the laws of the United States (or any subdivision

thereof), it is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions.

Because we expect that,

following such a domestication, our securities would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback

tax with respect to any subsequent redemptions (including redemptions in connection with the initial business combination) that are treated

as repurchases for this purpose.

In all cases, whether and to what extent we would be subject to the stock buyback tax will depend on

a number of factors, including (i) the structure of the initial business combination, including the extent to which the initial

business combination involves a U.S.

corporation and the extent to which we issue shares in the initial business combination or

otherwise during the same taxable year that are eligible to offset any redemptions or other repurchases, (ii) the fair market value

of the shares redeemed and (iii) the extent such redemptions could be treated as dividends and not as repurchases.

The applicability

of the stock buyback tax to us could be further affected by the content of any final regulations, clarifications or other additional

guidance from the U.S.

Treasury Department that may be issued and applicable to the redemptions.

stock buyback tax that becomes payable as a result of any redemptions of our Class A ordinary shares (or other shares into which

such Class A ordinary shares may be converted) in connection with our initial business combination or otherwise would be payable

by us and not by the redeeming holder.

To the extent such taxes are applicable, the amount of cash available to pay redemptions or to

transfer to the target business in connection with our initial business combination may be reduced, which could result in our inability

to meet conditions in the agreement relating to our initial business combination related to a minimum cash requirement, if any, or otherwise

However, in connection

with an initial business combination involving a company organized under the laws of the United States (or any subdivision thereof),

it is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions.

Because we expect that, following

such a domestication, our securities would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with

respect to any subsequent redemptions (including redemptions in connection with the initial business combination) that are treated as

repurchases for this purpose.

In all cases, whether and to what extent we would be subject to the stock buyback tax will depend on a

number of factors, including (i) the structure of the initial business combination, including the extent to which the initial business

combination involves a U.S.

corporation and the extent to which we issue shares in the initial business combination or otherwise during

the same taxable year that are eligible to offset any redemptions or other repurchases, (ii) the fair market value of the shares redeemed

and (iii) the extent such redemptions could be treated as dividends and not as repurchases.

The applicability of the stock buyback tax

to us could be further affected by the content of any final regulations, clarifications or other additional guidance from the U.S.

Department that may be issued and applicable to the redemptions.

stock buyback tax that becomes payable as a result of any redemptions of our Class A ordinary shares (or other shares into which such

Class A ordinary shares may be converted) in connection with our initial business combination or otherwise would be payable by us and

not by the redeeming holder.

To the extent such taxes are applicable, the amount of cash available to pay redemptions or to transfer

to the target business in connection with our initial business combination may be reduced, which could result in our inability to meet

conditions in the agreement relating to our initial business combination related to a minimum cash requirement, if any, or otherwise

result in the shareholders of the combined company (including any of our shareholders who do not exercise their redemption rights in

5 unchanged sentences

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, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they may

deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that

status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of

any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year.

We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors

find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower

than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may

be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial

accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the

requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt

out of such extended transition period which means that when a standard is issued or revised and it has different application dates for

public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt

the new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

As a result, our shareholders may not have access to certain information they may deem important.

We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including

if the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of any second quarter

of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year.

We cannot predict

whether investors will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities

less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise

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

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private

companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of our financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting

companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years

of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the

market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second

fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market

value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal

To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements

with other public companies difficult or impossible.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares

held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues

equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates

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

To the extent we take advantage of such reduced

disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

only holders of our founder shares will have the right to vote on the appointment of directors, Nasdaq may consider us to be a “controlled

18 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors