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Item 1. Business

2026-03-26 compared with 2025-03-28 · 1746 added, 1467 removed, 1182 unchanged (73% of the section changed)

We are a blank check company incorporated on

November 23, 2020, as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share

purchase, reorganization or similar business combination with one or more businesses.

Our efforts to identify a prospective initial business

combination target will not be limited to a particular industry, sector or geographic region.

While we may pursue an initial business

combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire

and operate a business or businesses that can benefit from our management team’s established global relationships, sector expertise

and active management and operating experience.

Our management team and our co-sponsors have

a track record of guiding numerous companies through initial public offering processes, including delivering business and governance

changes in preparation for accessing the equity markets.

We are a blank check company incorporated on November

23, 2020, as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses.

Our efforts to identify a prospective initial business combination

target will not be limited to a particular industry, sector or geographic region.

While we may pursue an initial business combination

opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate

a business or businesses that can benefit from our management team’s established global relationships, sector expertise and active

management and operating experience.

Our management team and our co-sponsors have a

track record of guiding numerous companies through initial public offering processes, including delivering business and governance changes

in preparation for accessing the equity markets.

Our co-sponsor, GPIAC II, LLC (which we refer

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defined below) and (ii) purchased private placement warrants, as further described below.

Initial Public Offering and Private Placement

Initial Public Offering

and Private Placement

Our registration statement for our initial public

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HoldCo investors” throughout this Annual Report, purchased, indirectly through the purchase of non-managing Sponsor HoldCo membership

interests, an aggregate of 4,025,000 private placement warrants at a price of $1.00 per warrant ($4,025,000 in the aggregate) in the

private placement that closed simultaneously with the Initial Public Offering.

In addition, Sponsor HoldCo issued membership interests

at a nominal purchase price to the non-managing HoldCo investors reflecting interests in an aggregate of 3,220,000 founder shares held

by Sponsor HoldCo.

interests, an aggregate of 4,025,000 private placement warrants at a price of $1.00 per warrant ($4,025,000 in the aggregate) in the private

placement that closed simultaneously with the Initial Public Offering.

In addition, Sponsor HoldCo issued membership interests at a nominal

purchase price to the non-managing HoldCo investors reflecting interests in an aggregate of 3,220,000 founder shares held by Sponsor HoldCo.

In connection with the Initial Public Offering,

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discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination,

if consummated) and the Initial Public Offering expenses, $287,500,000 of the net proceeds from our Initial Public Offering

and certain of the proceeds from the private placement of the private placement warrants (or $10.00 per Unit sold in the Initial Public

Offering) was placed in a U.S.-based trust account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust

Company, acting as trustee (the “Trust Account”) and will be invested or held either (i) in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in

any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment

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

as determined by us, until the earlier of:

(A) the completion of a business combination and (B) the distribution of the funds

in the Trust Account to our shareholders, as described below.

No later than 24 months after the closing of the Initial Public Offering,

the amounts held in the Trust Account will be held as cash or cash items, including in demand deposit accounts.

if consummated) and the Initial Public Offering expenses, $287,500,000 of the net proceeds from our Initial Public Offering and certain

of the proceeds from the private placement of the private placement warrants (or $10.00 per Unit sold in the Initial Public Offering)

was placed in a U.S.-based trust account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company,

acting as trustee (the “Trust Account”) and will be invested or held either (i) in U.S.

government securities, within the

meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment

company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested

cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by us, until the earlier of:

(A) the completion of a business combination and (B) the distribution of the funds in the Trust Account to our shareholders, as described

No later than 24 months after the closing of the Initial Public Offering, the amounts held in the Trust Account will be held as

cash or cash items, including in demand deposit accounts.

Our management has broad discretion with respect

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We will only complete an initial business combination if the post-business

combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires

a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment

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

controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment

There is no assurance that we will be able to successfully effect an initial business combination.

We intend to effectuate our initial business

combination using cash from the proceeds of the Initial Public Offering, the sale of the private placement warrants, our shares, debt

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

We have generated no revenues to

date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination.

Our entire activity since inception through December 31, 2024 related to our formation, the preparation for the Initial Public Offering,

and following the closing of the Initial Public Offering, the search for a prospective initial business combination.

Based on our business

activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”),

because we have no operations and nominal assets consisting almost entirely of cash.

We intend to effectuate our initial business combination

using cash from the proceeds of the Initial Public Offering, the sale of the private placement warrants, our shares, debt or a combination

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

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

that we will generate operating revenues at the earliest until we consummate our initial business combination.

Our entire activity since

inception through December 31, 2025 related to our formation, the preparation for the Initial Public Offering, and following the closing

of the Initial Public Offering, the search for a prospective initial business combination.

Based on our business activities, we are a

“shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no

operations and nominal assets consisting almost entirely of cash.

We will provide our shareholders with the opportunity

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Effecting a Business Combination

Market Opportunity and Business Strategy

Market Opportunity and

Business Strategy

While we may pursue an initial business combination

opportunity in any industry or sector (subject to certain limitations), we intend to focus on high potential businesses based in the

United States with an enterprise valuation between $1.0 billion and $5.0 billion.

To the extent the purchase price for any acquisition

to be paid in cash exceeds the net proceeds available to us, we may issue debt or equity to consummate the acquisition.

Such additional

financing may come in the form of bank financings or preferred equity, common equity or debt offerings or a combination of the foregoing.

opportunity in any industry or sector (subject to certain limitations), we intend to focus on high potential businesses based in the United

States with an enterprise valuation between $1.0 billion and $5.0 billion.

To the extent the purchase price for any acquisition to be

paid in cash exceeds the net proceeds available to us, we may issue debt or equity to consummate the acquisition.

Such additional financing

may come in the form of bank financings or preferred equity, common equity or debt offerings or a combination of the foregoing.

Our goal is to acquire a target business that

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of the market opportunities discussed above:

● Expertise in growing successful

Our management team has a track record of analyzing, investing in and managing

companies across several sectors, including consumer, retail, business services, industrial,

and technology.

We believe we can identify disruptive business models and leverage our differentiated

industry relationships and experiences to scale these businesses on a global scale.

the longstanding relationships of our management team with proven industry executives and

investors give us a competitive advantage in recruiting and retaining premium talent within

the industry.

● Ability to complement and support

strong executive teams :

Members of our management team have served on as chief executive

officers and chief financial officers of various businesses, as well as having served on

the Boards of Directors of private and public companies across sectors.

They have played

a critical role in identifying and overseeing numerous acquisitions and have a demonstrated

track record of successfully completing investments and leading business transformations.

We believe they can effectively work with strong management teams in target companies to

provide significant competitive insight and drive value to shareholders.

● Strong structuring and capital

markets knowledge :

Our management team has extensive experience evaluating structures

and completing successful merger and acquisition transactions.

Every member of the management

team has participated in several diverse and complex transaction structures, minimizing risk,

optimizing funding structure and improving the fundamentals of the deal to ensure a successful

business moving forward.

In addition, our management team and co-sponsors also have experience

in founding special purpose acquisition companies and successfully completing initial business

combinations.

● Differentiated sourcing capabilities

and industry access :

Our management team, with their extensive operating and transaction

experience, has built a broad network of global contacts and corporate relationships, significantly

enhancing our potential for sourcing and accessing potential business combinations.

this network, enriched by our team’s involvement in various business transactions,

board memberships, and relationships with key industry players, ensures a robust flow of

unique acquisition opportunities.

Beyond traditional network-based strategies, we are also

leveraging advanced, sector-agnostic technology solutions for pipeline enrichment and in-depth

These tools enable us to proactively identify high-potential investment targets

and analyze digital metrics to gauge brand sentiment and market trends, positioning us effectively

to capitalize on diverse and strategic acquisition opportunities.

● Maximizing the value of becoming

a publicly traded entity :

As a public entity, we believe we offer a wide range of advantages

to stakeholders.

● Expertise in growing successful companies :

Our management team has a track record of analyzing,

investing in and managing companies across several sectors, including consumer, retail, business services, industrial, and technology.

We believe we can identify disruptive business models and leverage our differentiated industry relationships and experiences to scale

these businesses on a global scale.

We believe the longstanding relationships of our management team with proven industry executives and

investors give us a competitive advantage in recruiting and retaining premium talent within the industry.

● Ability to complement and support strong executive teams :

Members of our management team have served

on as chief executive officers and chief financial officers of various businesses, as well as having served on the Boards of Directors

of private and public companies across sectors.

They have played a critical role in identifying and overseeing numerous acquisitions and

have a demonstrated track record of successfully completing investments and leading business transformations.

We believe they can effectively

work with strong management teams in target companies to provide significant competitive insight and drive value to shareholders.

● Strong structuring and capital markets knowledge :

Our management team has extensive experience

evaluating structures and completing successful merger and acquisition transactions.

Every member of the management team has participated

in several diverse and complex transaction structures, minimizing risk, optimizing funding structure and improving the fundamentals of

the deal to ensure a successful business moving forward.

In addition, our management team and co-sponsors also have experience in founding

special purpose acquisition companies and successfully completing initial business combinations.

● Differentiated sourcing capabilities and industry access :

Our management team, with their extensive

operating and transaction experience, has built a broad network of global contacts and corporate relationships, significantly enhancing

our potential for sourcing and accessing potential business combinations.

We believe this network, enriched by our team’s involvement

in various business transactions, board memberships, and relationships with key industry players, ensures a robust flow of unique acquisition

opportunities.

Beyond traditional network-based strategies, we are also leveraging advanced, sector-agnostic technology solutions for

pipeline enrichment and in-depth analysis.

These tools enable us to proactively identify high-potential investment targets and analyze

digital metrics to gauge brand sentiment and market trends, positioning us effectively to capitalize on diverse and strategic acquisition

opportunities.

● Maximizing the value of becoming a publicly traded entity :

As a public entity, we believe we offer

a wide range of advantages to stakeholders.

These include but are not limited to:

working with management and shareholders

who aspire to have their company become a public entity and generate substantial growth and

opportunity for shareholder value creation;

transitioning from a private to a public entity

may include broader access to debt and equity providers;

provision of liquidity for employees

and potential acquisitions and other strategic transactions;

and expansion of branding in

the marketplace.

Our management team and our co-sponsors have a track record of guiding numerous

companies through initial public offering processes, including delivering business and governance

changes in preparation for accessing the equity markets.

Examples include Grupo SBF, Estácio,

Hypermarcas, Submarino, ALL, Tempo Assist and Wiz Soluções, which are among

the many equity capital markets transactions executed by GP Investments.

Business Combination Criteria

working with management and shareholders who aspire

to have their company become a public entity and generate substantial growth and opportunity for shareholder value creation;

transitioning

from a private to a public entity may include broader access to debt and equity providers;

provision of liquidity for employees and potential

acquisitions and other strategic transactions;

and expansion of branding in the marketplace.

Our management team and our co-sponsors have

a track record of guiding numerous companies through initial public offering processes, including delivering business and governance changes

in preparation for accessing the equity markets.

Examples include Grupo SBF, Estácio, Hypermarcas, Submarino, ALL, Tempo Assist

and Wiz Soluções, which are among the many equity capital markets transactions executed by GP Investments.

Business Combination

Consistent with our business strategy, we have

identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses.

will use these criteria and guidelines in evaluating business combination opportunities, but we may decide to enter into our initial

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

While we intend to utilize these criteria

in evaluating initial business combination opportunities, we expect that no individual criterion will entirely determine a decision to

pursue a particular opportunity.

will use these criteria and guidelines in evaluating business combination opportunities, but we may decide to enter into our initial business

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

While we intend to utilize these criteria in evaluating

initial business combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular

● $1B to $5B Target size :

intend to target companies whose enterprise valuation is between $1.0 billion and $5.0 billion,

determined in the sole discretion of our management team according to reasonable accepted

valuation standards and methodologies.

Companies of this size tend to have a well-developed

business and opportunities for accelerated growth.

We believe companies of this size offer

the potential for long-term shareholder return and long-term risk-adjusted return potential.

We intend to target companies whose enterprise valuation is between $1.0

billion and $5.0 billion, determined in the sole discretion of our management team according to reasonable accepted valuation standards

and methodologies.

Companies of this size tend to have a well-developed business and opportunities for accelerated growth.

companies of this size offer the potential for long-term shareholder return and long-term risk-adjusted return potential.

● Promising growth trajectory :

We intend to seek companies in industries that we believe are on a promising growth path,

driven by a sustainable competitive advantage and benefit from positive secular trends, with

opportunities for acceleration through a partnership with us.

We expect to target companies

that have experienced significant organic growth, and that we believe are well-positioned

to capture additional market share in their market segment.

● Differentiated and disruptive

We intend to target companies that offer differentiated products and/or services

with an orientation towards companies that possess a scalable platform or are a dominant

player or disruptor in their market segment.

We believe that disruptive and innovative companies

that create a product or service that displaces existing market trends or norms are better

positioned for long-term sustainable success.

● Strong market position with a

sustainable competitive advantage :

We intend to focus on innovative companies that are

disruptors in their sectors, but also demonstrate strong business fundamentals and a sustainable

competitive advantage in the markets in which they operate.

We believe that such characteristics

may be provided by recognized brands, proprietary technology, strong customer and distributor

relationships, advantageous cost structures, among other factors.

We intend to evaluate targets

based on supply and demand, competitive dynamics, barriers to entry and threat of substitutes,

among other factors.

We intend to seek companies in industries that we believe are on a

promising growth path, driven by a sustainable competitive advantage and benefit from positive secular trends, with opportunities for

acceleration through a partnership with us.

We expect to target companies that have experienced significant organic growth, and that we

believe are well-positioned to capture additional market share in their market segment.

● Differentiated and disruptive qualities :

We intend to target companies that offer differentiated

products and/or services with an orientation towards companies that possess a scalable platform or are a dominant player or disruptor

in their market segment.

We believe that disruptive and innovative companies that create a product or service that displaces existing

market trends or norms are better positioned for long-term sustainable success.

● Strong market position with a sustainable competitive advantage :

We intend to focus on innovative

companies that are disruptors in their sectors, but also demonstrate strong business fundamentals and a sustainable competitive advantage

in the markets in which they operate.

We believe that such characteristics may be provided by recognized brands, proprietary technology,

strong customer and distributor relationships, advantageous cost structures, among other factors.

We intend to evaluate targets based

on supply and demand, competitive dynamics, barriers to entry and threat of substitutes, among other factors.

● Reputation and market acceptance :

We intend to seek companies that we believe have a sizeable market share in their segment

and the opportunity to achieve market leadership.

We believe these criteria will provide

defensive market share and leverage our ability grow faster than the broader industry.

● Proven management team track

record and strength :

We intend to seek companies with proven and accomplished management

teams that are eager to work together with and benefit from our management team’s expertise.

We intend to devote significant resources to analyzing and reaching alignment among a target’s

management and its stakeholders to ensure that the target business is aligned with our values

and investment philosophy.

We intend to seek companies that we believe have a sizeable market

share in their segment and the opportunity to achieve market leadership.

We believe these criteria will provide defensive market share

and leverage our ability grow faster than the broader industry.

● Proven management team track record and strength :

We intend to seek companies with proven and accomplished

management teams that are eager to work together with and benefit from our management team’s expertise.

We intend to devote significant

resources to analyzing and reaching alignment among a target’s management and its stakeholders to ensure that the target business

is aligned with our values and investment philosophy.

● Opportunity for operational improvement :

We believe that a key driver of value creation will be the accurate identification of areas

to strengthen operations and enhance execution, and we intend to identify candidates that

will benefit from our knowledge, capabilities and expertise.

Therefore, we intend to seek

companies that may be at an inflection point, such as requiring additional management expertise

or additional capital in order to improve financial performance or scale.

We believe that

there are often opportunities to scale-up tech-enabled companies by providing well-organized

infrastructure that matches consumer demand requirements and functions in lockstep with the

front-end of the business.

● Ability to scale and enhance

growth through acquisitions and strategic transactions :

We intend to seek companies that

have enhanced potential to achieve significant scale, both organically and potentially through

acquisitions or other strategic transactions.

Therefore, we will seek a target that can serve

as a platform to accelerate growth and potentially execute additional accretive acquisitions

with the potential to significantly enhance shareholder value.

We intend to seek management

teams with the interest and ability to execute on such vision.

We believe that a key driver of value creation will be

the accurate identification of areas to strengthen operations and enhance execution, and we intend to identify candidates that will benefit

from our knowledge, capabilities and expertise.

Therefore, we intend to seek companies that may be at an inflection point, such as requiring

additional management expertise or additional capital in order to improve financial performance or scale.

We believe that there are often

opportunities to scale-up tech-enabled companies by providing well-organized infrastructure that matches consumer demand requirements

and functions in lockstep with the front-end of the business.

● Ability to scale and enhance growth through acquisitions and strategic transactions :

to seek companies that have enhanced potential to achieve significant scale, both organically and potentially through acquisitions or

other strategic transactions.

Therefore, we will seek a target that can serve as a platform to accelerate growth and potentially execute

additional accretive acquisitions with the potential to significantly enhance shareholder value.

We intend to seek management teams with

the interest and ability to execute on such vision.

● Operational maturity :

generally intend to seek companies that have the requisite compliance, financial controls

and reporting processes in place and that we believe are ready for the regulatory requirements

of a public entity.

Therefore, we intend to focus on companies that are already audited by

independent accountants and have an appropriate corporate structure.

We generally intend to seek companies that have the requisite compliance,

financial controls and reporting processes in place and that we believe are ready for the regulatory requirements of a public entity.

Therefore, we intend to focus on companies that are already audited by independent accountants and have an appropriate corporate structure.

● Benefit from being public:

will focus on acquiring a company that has a readily understandable public market story including

a clear business strategy, a compelling economic model and an attractive long-term growth

We intend to work with management and stakeholders who aspire to have their company

become a public entity and generate substantial growth.

We will target companies that can

capitalize on the inherent benefits of a public company structure, such as broader access

to debt and equity financing, benefits for recruitment and retention of talent through equity

compensation, use of equity as currency for strategic mergers and acquisitions following

the initial business combination and expanded branding and market positioning benefits.

We will focus on acquiring a company that has a readily understandable

public market story including a clear business strategy, a compelling economic model and an attractive long-term growth story.

to work with management and stakeholders who aspire to have their company become a public entity and generate substantial growth.

target companies that can capitalize on the inherent benefits of a public company structure, such as broader access to debt and equity

financing, benefits for recruitment and retention of talent through equity compensation, use of equity as currency for strategic mergers

and acquisitions following the initial business combination and expanded branding and market positioning benefits.

● Appropriate valuations:

view ourselves as rigorous, disciplined and valuation-centric investors, with a keen understanding

of market value, upside and potential downside risks.

We believe our past experience successfully

acquiring companies will provide us with the ability to acquire companies within our search

criteria at appropriate valuations relative to industry comparables and the ability to enhance

and create value for shareholders over the long term.

We view ourselves as rigorous, disciplined and valuation-centric investors,

with a keen understanding of market value, upside and potential downside risks.

We believe our past experience successfully acquiring

companies will provide us with the ability to acquire companies within our search criteria at appropriate valuations relative to industry

comparables and the ability to enhance and create value for shareholders over the long term.

These criteria are not intended to be exhaustive

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

event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and

guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our

initial business combination, which, would be in the form of proxy materials or tender offer documents, as applicable, that we would

file with the SEC.

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

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

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

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

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

combination, which, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC.

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings

with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as

reviewing financial and other information which will be made available to us.

Additional Disclosures

Our Acquisition Process

We have not selected any business combination

target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business

combination target.

We have not yet definitively selected any

business combination target and we have not yet entered into a definitive agreement for our initial

business combination.

Our directors and officers presently have, and

any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer

or director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any of our directors

or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary

any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or

director is or will be required to present a business combination opportunity to such entity.

Accordingly, if any of our directors or

officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary

or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination

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potential business combinations and monitoring the related due diligence.

See “Risk Factors — Certain of our

directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar

to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.”

See “Risk Factors - Certain of our directors

and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those

intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.”

Initial Business Combination

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We refer to this as the 80% fair market value test.

If our board of directors is not able to independently determine the fair market

value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent

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

We do not currently intend to purchase

multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that

will be the case.

In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our

independent directors.

If our board of directors is not able to independently determine the fair market value

of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity

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

We do not currently intend to purchase multiple

businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the

In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent

We anticipate structuring our initial business

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

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

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

For example, we could pursue a

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

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

our initial business combination.

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

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

For example, we could pursue a transaction

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

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

business combination.

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

However, as a result of the

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

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

If less than 100% of the equity

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

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

If our initial business

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

target businesses.

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

to meet the foregoing 80% fair market value test.

However, as a result of the issuance of

a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority

of our issued and outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets

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

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

If our initial business combination involves

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

Notwithstanding

the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair

market value test.

We have filed a Registration Statement on Form

8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject to the

rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or

other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

As a result, we are subject to the rules

and regulations promulgated under the Exchange Act.

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

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

We expect to encounter intense competition from

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with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the

net proceeds of the Initial Public Offering and the sale of the private placement warrants, our ability to compete with respect to the

acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent competitive

limitation gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, in the event we seek shareholder

approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce

the resources available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage

in successfully negotiating a business combination.

While we believe there are numerous target businesses we could potentially acquire with the net

proceeds of the Initial Public Offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition

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

This inherent competitive limitation

gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, in the event we seek shareholder approval

of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources

available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage in successfully

negotiating a business combination.

Our executive offices are located at 300 Park

Avenue, 2nd Floor, New York, New York 10022, United States of America and our telephone number is +1 (212) 430-4340.

Human Capital

We currently have two officers, Antonio Bonchristiano

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Risk Factors.

An investment in our securities involves a

high degree of risk.

You should consider carefully all of the risks described below, together with the other information contained in

this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities.

of the following events occur, our business, financial condition and operating results may be materially adversely affected.

event, the trading price of our securities could decline, and you could lose all or part of your investment.

An investment in our

securities involves a high degree of risk.

You should consider carefully all of the risks described below, together with the other information

contained in this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities.

If any of the following events occur, our business, financial condition and operating results may be materially adversely affected.

that event, the trading price of our securities could decline, and you could lose all or part of your investment.

The risks and uncertainties

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are not material, may also become important factors that adversely affect our business, financial condition and operating results.

Risks Relating to Our Search for, and Consummation

of, or Inability to Consummate, a Business Combination

Our public shareholders may not be afforded

an opportunity to vote on our initial business combination, which means we may complete our initial business combination even though

a majority of our public shareholders do not support such a combination.

Risks Factors

business faces significant risks and uncertainties.

If any of the following risks are realized, our business, financial condition and

results of operations could be materially and adversely affected.

You should carefully review and consider the full discussion of our

risk factors in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report.

Some of the more significant

risks include the following:

Relating to Our Search for, and Consummation of, or Inability to Consummate, a Business Combination

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

which means we may complete our initial business combination even though a majority of our

public shareholders do not support such a combination.

we seek shareholder approval of our initial business combination, our initial shareholders,

directors and officers have agreed to vote in favor of such initial business combination,

regardless of how our public shareholders vote.

initial business combination will require approval of each of our Co-Chairmen, a majority

of our board of directors, as well as a majority of our independent directors.

only opportunity to affect the investment decision regarding a potential business combination

will be limited to the exercise of your right to redeem your shares from us for cash, unless

we seek shareholder approval of such business combination.

ability of our public shareholders to redeem their shares for cash may make our financial

condition unattractive to potential business combination targets, which may make it difficult

for us to enter into a business combination with a target.

ability of our public shareholders to exercise redemption rights with respect to a large

number of our shares may not allow us to complete the most desirable business combination

or optimize our capital structure.

ability of our public shareholders to exercise redemption rights with respect to a large

number of our shares could increase the probability that our initial business combination

would be unsuccessful and that you would have to wait for liquidation in order to redeem

requirement that we complete our initial business combination within the prescribed time

frame may give potential target businesses leverage over us in negotiating a business combination

and may limit the time we have in which to conduct due diligence on potential business combination

targets, in particular as we approach our dissolution deadline, which could undermine our

ability to complete our initial business combination on terms that would produce value for

our shareholders.

may not be able to complete our initial business combination within the prescribed time frame,

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

redeem our Public Shares and liquidate, in which case our public shareholders may receive

only $10.00 per share, or less than such amount in certain circumstances, and our warrants

will expire worthless.

search for an initial business combination, and any target business with which we may ultimately

consummate an initial business combination, may be materially adversely affected by current

global geopolitical conditions.

or other conflicts in Ukraine, Taiwan, 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.

increases in inflation in the United States and elsewhere could make it more difficult for

us to consummate a business combination.

we seek shareholder approval of our initial business combination, Sponsor HoldCo, our co-sponsors,

directors, officers, advisors or any of their affiliates may elect to purchase shares or

public warrants from public shareholders or warrant holders, which may increase the likelihood

of closing our initial business combination and reduce the public “float” of

our securities.

a shareholder fails to receive notice of our offer to redeem our Public Shares in connection

with our initial business combination, or fails to comply with the procedures for tendering

its shares, such shares may not be redeemed.

are not entitled to protections normally afforded to investors of many other blank check

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 will 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

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 will lose the ability

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

to the number of special purpose acquisition companies evaluating targets, attractive targets

may become scarcer and there may be more competition for attractive targets or such attractive

targets may not be interested to consummate a business combination with a SPAC due to a negative

public perception of mergers involving SPACs.

This could increase the cost of our initial

business combination and could even result in our inability to find a target or to consummate

an initial business combination.

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 the Initial Public Offering, we may be unable

to complete our initial 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.

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 $10.00 per

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.

securities in which we invest the funds held in the Trust Account could bear a negative rate

of interest, which 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 $10.00 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 or an involuntary winding-up or bankruptcy

or insolvency petition is filed against us that is not dismissed, a bankruptcy court may

seek to recover such proceeds, and the members of our board of directors may be viewed as

having breached their fiduciary duties to our creditors, thereby exposing the members of

our board of directors and us to claims of punitive damages.

before distributing the proceeds in the Trust Account to our public shareholders, we file

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

or insolvency petition is filed against us that is not dismissed, the claims of creditors

in such proceeding may have priority over the claims of our shareholders and the per-share

amount that would otherwise be received by our shareholders in connection with our liquidation

may be reduced.

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.

in laws or regulations, or a failure to comply with any laws and regulations, may adversely

affect our business, including our ability to negotiate and complete our initial business

combination, and results of operations.

we have not completed our initial business combination within 24 months of the closing of

the Initial Public Offering, our public shareholders may be forced to wait beyond such 24

months before redemption from our Trust Account.

shareholders may be held liable for claims by third parties against us to the extent of distributions

received by them upon redemption of their shares.

may not hold an annual general meeting until after the consummation of our initial business

grant of registration rights to our initial shareholders, Cantor 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.

we are not limited to a particular industry or any specific target businesses with which

to pursue our initial business combination, you will be unable to ascertain the merits or

risks of any particular target business’s operations.

we have identified general criteria and guidelines that we believe are important in evaluating

prospective target businesses, we may enter into our initial business combination with a

target that does not meet such criteria and guidelines, and as a result, the target business

with which we enter into our initial business combination may not have attributes entirely

consistent with our general criteria and guidelines.

may seek acquisition opportunities with an early stage company, a financially unstable business

or an entity lacking an established record of revenue or earnings.

may engage the underwriters from our Initial Public Offering or any of their affiliates to

provide additional services to us.

are not required to obtain an opinion from an independent investment banking firm or from

an independent accounting firm regarding fairness.

Consequently, you may have no assurance

from an independent source that the price we are paying for the business is fair to our company

from a financial point of view.

due diligence in connection with an initial business combination may not reveal all relevant

considerations or liabilities of a target business, which could have a material adverse effect

on our business, financial condition, results of operations and prospects.

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.

may reincorporate in another jurisdiction in connection with our initial business combination

and such reincorporation may result in taxes imposed on shareholders or warrant holders.

to maintain our status as tax resident solely in the Cayman Islands could adversely affect

our financial and operating results.

Our intention is that prior to our initial Business

Combination we should be resident solely in the Cayman Islands.

could be wasted in researching acquisitions that are not completed, 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 approximately $10.00 per share, or less than such

amount in certain circumstances, on the liquidation of our Trust Account and our warrants

will expire worthless.

may engage in a business combination with one or more target businesses that have relationships

with entities that may be affiliated with Sponsor HoldCo, our co-sponsors, directors or officers

which may raise potential conflicts of interest.

our co-sponsors, officers and directors and any other holder of our founder shares, including

any non-managing HoldCo investors, and Cantor 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 during or after the Initial Public Offering), and because our co-sponsors,

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, 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.

value of the founder shares following completion of our initial business combination is likely

to be substantially higher than the nominal price paid for them, even if the trading price

of our ordinary shares at such time is substantially less than $10.00 per share.

may be able to complete only one business combination with the proceeds of the Initial Public

Offering and the sale of the private placement warrants, which will cause us to be solely

dependent on a single business which may have a limited number of products or services.

lack of diversification may negatively impact our operations and profitability.

may issue notes or other debt securities, or otherwise incur substantial debt, to complete

a business combination, which may adversely affect our leverage and financial condition and

thus negatively impact the value of our shareholders’ investment in us.

may attempt to simultaneously complete business combinations with multiple prospective targets,

which may hinder our ability to complete our initial business combination and give rise to

increased costs and risks that could negatively impact our operations and profitability.

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.

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold

may make it possible for us to complete a business combination with which a substantial majority

of our shareholders do not agree.

order to effectuate an initial business combination, blank check companies have, in the past,

amended various provisions of their charters and modified governing instruments, including

their warrant agreements.

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

and restated memorandum and articles of association or governing instruments in a manner

that will make it easier for us to complete our initial business combination that some of

our shareholders may not support.

provisions of our amended and restated memorandum and articles of association that relate

to our pre-business combination activity (and corresponding provisions of the agreement governing

the release of funds from our Trust Account) may be amended with the approval of holders

of at least two-thirds of our ordinary shares who attend and vote at a general meeting, which

is a lower amendment threshold than that of some other blank check companies.

It may be easier

for us, therefore, to amend our amended and restated memorandum and articles of association

and the trust agreement to facilitate the completion of an initial business combination that

some of our shareholders may not support.

may be unable to obtain additional financing to complete our initial business combination

or to fund the operations and growth of a target business, which could compel us to restructure

or abandon a particular business combination.

of our founder shares will control the appointment of our board of directors until consummation

of our initial business combination and will hold a substantial interest in us.

they will appoint all of our directors prior to our initial business combination and may

exert a substantial influence on actions requiring shareholder vote, potentially in a manner

that you do not support.

of Class A ordinary shares will not be entitled to vote on any appointment of directors we

hold prior to our initial business combination.

provision of our warrant agreement may make it more difficult for us to consummate an initial

business combination.

warrants and founder shares may have an adverse effect on the market price of our Class A

ordinary shares and make it more difficult to effectuate our initial business combination.

we must furnish our shareholders with target business financial statements, we may lose the

ability to complete an otherwise advantageous initial business combination with some prospective

target businesses.

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 acquisition.

our management team pursues a company with operations or opportunities outside of the United

States for our initial business combination, we may face additional burdens in connection

with investigating, agreeing to and completing such combination, and if we effect such initial

business combination, we would be subject to a variety of additional risks that may negatively

impact our operations.

Relating to the Post-Business Combination Company

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

or write-offs, restructuring and impairment or other charges that could have a significant

negative effect on our financial condition, results of operations and the price of our securities,

which could cause you to lose some or all of your investment.

our initial business combination, our results of operations and prospects could be subject,

to a significant extent, to the economic, political, social and government policies, developments

and conditions in the country in which we operate.

management may not be able to maintain control of a target business after our initial business

We cannot provide assurance that, upon loss of control of a target business,

new management will possess the skills, qualifications or abilities necessary to profitably

operate such business.

initial business combination will require approval of each of our Co-Chairmen, a majority

of our board of directors, as well as a majority of our independent directors.

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

a result, may affect our initial business combination with a target business whose management

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

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.

our management following our initial business combination is unfamiliar with U.S.

laws, they may have to expend time and resources becoming familiar with such laws, which

could lead to various regulatory issues.

Relating to Our Management Team

are dependent upon our directors and officers and their departure could adversely affect

our ability to operate.

ability to successfully effect our initial business combination and to be successful thereafter

will be dependent upon the efforts of our key personnel, some of whom may join us following

our initial business combination.

The loss of our or a target’s key personnel could

negatively impact the operations and profitability of our post-combination business.

key personnel may negotiate employment or consulting agreements with a target business in

connection with a particular business combination.

These agreements may provide for them

to receive compensation following our initial business combination and as a result, may cause

them to have conflicts of interest in determining whether a particular business combination

is the most advantageous.

directors and officers will allocate their time to other businesses thereby causing conflicts

of interest in their determination as to how much time to devote to our affairs.

This conflict

of interest could have a negative impact on our ability to complete our initial business

of our directors and officers are now, and all of them may in the future become, affiliated

with entities engaged in business activities similar to those intended to be conducted by

us and, accordingly, may have conflicts of interest in determining to which entity a particular

business opportunity should be presented.

directors, officers, security holders and their respective affiliates may have competitive

pecuniary interests that conflict with our interests.

letter agreements with our initial shareholders, officers and directors may be amended without

shareholder approval.

Relating to Our Securities

will not have any rights or interests in funds from the Trust Account, except under certain

limited circumstances.

To liquidate your investment, therefore, 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 and subject us to additional trading restrictions.

will not be permitted to exercise your warrants unless we register and qualify the issuance

of the underlying the Class A ordinary shares or certain exemptions are available.

will not be permitted to exercise your warrants unless we register and qualify the issuance

of the underlying the Class A ordinary shares or certain exemptions are available.

may redeem your unexpired public warrants prior to their exercise at a time that is disadvantageous

to you, thereby making your public warrants worthless.

non-managing HoldCo investors purchased substantially all of the Units in our Initial Public

Offering, which could reduce the trading volume, volatility and liquidity for our securities,

adversely affect the trading price of our securities.

each Unit contains one-half of one public warrant and only a whole public warrant may be

exercised, the Units may be worth less than Units of other blank check companies.

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.

we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting

your interests, and your ability to protect your rights through the U.S.

federal courts may

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

in our amended and restated memorandum and articles of association may inhibit a takeover

of us, which could limit the price investors might be willing to pay in the future for our

Class A ordinary shares and could entrench management.

may issue our shares to investors in connection with our initial business combination at

a price which is less than the prevailing market price of our shares at that time.

have no operating history and no operating revenues, and you have no basis on which to evaluate

our ability to achieve our business objective.

performance by our management team and their affiliates may not be indicative of future performance

of an investment in the company.

may be a passive foreign investment company, or “PFIC,” which could result in

federal income tax consequences to U.S.

incidents or attacks directed at us could result in information theft, data corruption, operational

disruption and/or financial loss.

are an emerging growth company and a smaller reporting company within the meaning of the

Securities Act, and if we take advantage of certain exemptions from disclosure requirements

available to emerging growth companies or smaller reporting companies, this could make our

securities less attractive to investors and may make it more difficult to compare our performance

with other public companies.

only holders of our founder shares have the right to vote on the appointment of directors,

the Nasdaq may consider us to be a “controlled company” within the meaning of

the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance

requirements.

may not be able to complete an initial business combination since such initial business combination

may be subject to regulatory review and approval requirement, including foreign investment

regulations and review by government entities such as the Committee on Foreign Investment

in the United States (“CFIUS”), or may be ultimately prohibited.

developments affecting the financial services industry, including events or concerns involving

liquidity, defaults or non-performance by financial institutions, could adversely affect

our business, financial condition or results of operations, or our prospects.

of our management team and board of directors have significant experience as founders, board

members, officers, executives or employees of other companies.

Certain of those persons have

been, may be, or may become, involved in litigation, investigations or other proceedings,

Including related to those companies or otherwise.

The defense or prosecution of these matters

could be time-consuming and could divert our management’s attention, and may have an

adverse effect on us, which may impede our ability to consummate an initial business combination.

proceedings against the managing member of one of our co-sponsors as well as an independent

director, in each case related to their prior professional endeavors outside the Company,

could affect our business combination process.

independent registered public accounting firm’s report contains an explanatory paragraph

that expresses substantial doubt about our ability to continue as a “going concern.”

Risks Relating to Our Search

for, and Consummation of, or Inability to Consummate, a Business Combination

Our public shareholders

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

even though a majority of our public shareholders do not support such a combination.

We may not hold a shareholder vote to approve

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to issue more than 20% of our issued and outstanding shares to a target business as consideration in any business combination.

if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares, we would

seek shareholder approval of such business combination.

if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding shares, we would seek

shareholder approval of such business combination.

However, except as required by applicable law or stock exchange rules, the decision

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combination we consummate.

If we seek shareholder approval of our initial

business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business combination,

regardless of how our public shareholders vote.

If we seek shareholder

approval of our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial

business combination, regardless of how our public shareholders vote.

Unlike many other blank check companies in which

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Public Offering to be voted in favor of an initial business combination in order to have such initial business combination approved.

Our directors and officers have also entered

into the letter agreement, imposing similar obligations on them with respect to Public Shares acquired by them, if any.

We expect that

our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time

of any such shareholder vote.

Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that

the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance

Our directors and officers have also entered into

the letter agreement, imposing similar obligations on them with respect to Public Shares acquired by them, if any.

We expect that our

initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time of

any such shareholder vote.

Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the

necessary shareholder approval will be received than would be 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 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.

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 in the Initial Public Offering as the rights afforded to our other public shareholders.

Nevertheless, the non-managing

HoldCo investors’ interests in the founder 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.

(see “˗˗Since our co-sponsors, officers and directors and any other holder of our founder shares,

including any non-managing HoldCo investors, and Cantor 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 during or after the Initial Public Offering), and because

our co-sponsors, 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, 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” below)

Our initial business combination will require

approval of each of our Co-Chairmen, a majority of our board of directors, as well as a majority of our independent directors.

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

may purchase in the Initial Public Offering as the rights afforded to our other public shareholders.

Nevertheless, the non-managing HoldCo

investors’ interests in the founder 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

(see “˗˗Since our co-sponsors, officers and directors and any other holder of our founder shares, including any non-managing

HoldCo investors, and Cantor 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 during or after the Initial Public Offering), and because our co-sponsors, 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, 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”

Our initial business combination

will require approval of each of our Co-Chairmen, a majority of our board of directors, as well as a majority of our independent directors.

Pursuant to our amended and restated memorandum

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relating to our initial business combination.

Your only opportunity to affect the investment

decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash,

unless we seek shareholder approval of such business combination.

Your only opportunity to

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

shares from us for cash, unless we seek shareholder approval of such business combination.

Since our board of directors may complete a business

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initial business combination.

The ability of our public shareholders to

redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make

it difficult for us to enter into a business combination with a target.

The ability of our public

shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets,

which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination

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a result, would not be able to proceed with the business combination.

The amount of the deferred underwriting commissions payable to

the underwriter will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred

The amount of the deferred underwriting commissions payable to the

underwriter will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred

underwriting commissions is not available for us to use as consideration in an initial business combination.

If we are able to consummate

an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay

and the payment of the deferred underwriting commissions.

Consequently, if accepting all properly submitted redemption requests would

not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination

an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and

the payment of the deferred underwriting commissions.

Consequently, if accepting all properly submitted redemption requests would not

allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination

and may instead search for an alternate business combination.

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to enter into a business combination transaction with us.

The ability of our public shareholders to

exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination

or optimize our capital structure.

The ability of our public

shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable

business combination or optimize our capital structure.

At the time we enter into an agreement for our

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our capital structure.

The ability of our public shareholders to

exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination

would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

The ability of our public

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

business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our initial business combination agreement

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is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account.

in need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such time our shares may trade

at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material loss on your

investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares

in the open market.

The requirement that we complete our initial

business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business

combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular

as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that

would produce value for our shareholders.

If you are in

need of immediate liquidity, you could attempt to sell your shares in the open market;

however, at such time our shares may trade at a

discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material loss on your investment

or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the

The requirement that we

complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating

a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in

particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on

terms that would produce value for our shareholders.

Any potential target business with which we enter

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a target business and that we, Sponsor HoldCo or our co-sponsors will not become subject to regulatory actions related to such efforts.

We may not be able to complete our initial

business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding

up and we would redeem our Public Shares and liquidate, in which case our public shareholders may receive only $10.00 per share, or less

than such amount in certain circumstances, and our warrants will expire worthless.

We may not be able to complete

our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose

of winding up and we would redeem our Public Shares and liquidate, in which case our public shareholders may receive only $10.00 per share,

or less than such amount in certain circumstances, and our warrants will expire worthless.

Sponsor Holdco, our directors and officers have

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

and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders

and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims

and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and

our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims

of creditors and the requirements of other applicable law.

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less than $10.00 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

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 $10.00 per share” and other risk factors herein.

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amount then on deposit in the Trust Account.

Our search for an initial business combination,

and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected

by current global geopolitical conditions.

Our search for an initial

business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially

adversely affected by current global geopolitical conditions.

United States and global markets are experiencing

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employees or prospective employees.

We cannot predict the precise impact, if any,

however, it is possible that these changes could adversely affect our ability to consummate an initial business combination, or to the

operations of a target business with which we may ultimately consummate an initial business combination.

We cannot predict the precise impact, if any, however,

it is possible that these changes could adversely affect our ability to consummate an initial business combination, or to the operations

of a target business with which we may ultimately consummate an initial business combination.

Any of the abovementioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions, including the ones resulting from the Russian

invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect

our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination.

invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect our

search for an initial business combination and any target business with which we may ultimately consummate an initial business combination.

The extent and duration of the ongoing conflicts,

resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or

new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global

new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale.

Any such disruptions may also have the effect of heightening many of the other risks described in this section.

If these disruptions

or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination,

or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely

Our search for a business combination, and

any target business with which we ultimately consummate a business combination, may be materially adversely affected by pandemics, epidemics,

public health crises and other events beyond our control impacting debt and equity markets.

The COVID-19 pandemic affected, and other events

(such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases) could adversely

affect, economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material

adverse effect on the business of any potential target business with which we complete a business combination.

Furthermore, we may be

unable to complete a business combination if concerns relating to COVID-19 or other events restrict travel, limit the ability to have

meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate

and consummate a transaction in a timely manner or even to conduct requisite due diligence.

In addition, countries or supranational organizations

in our target markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries

or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital.

The extent to which

COVID-19 or other public health crises impact our search for a business combination will depend on future developments, which are highly

uncertain and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to COVID-19

and its variants and the actions to contain COVID-19 or treat its impact, among others.

While vaccines for COVID-19 have been developed,

there is no guarantee that such vaccines will be durable.

The treatment or vaccine for COVID-19 and any potentially emerging variants

may be ineffective or underutilized.

If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters

or a significant outbreak of other infectious diseases) continue for a prolonged period of time, our ability to consummate a business

combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely

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 COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party

financing being unavailable on terms acceptable to us or at all.

Finally, the COVID-19 pandemic or other events (such as terrorist attacks,

natural disasters, global hostilities or a significant outbreak of other infectious diseases) may also have the effect of heightening

many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities

and cross border transactions.

Military or other conflicts in Ukraine, Taiwan,

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.

If these disruptions or

other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination, or

the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely

Military or other conflicts

in Ukraine, Taiwan, 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.

Military or other conflicts in Ukraine, Taiwan,

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.

Recent increases in inflation in the United

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

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.

Recent increases in inflation

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

Recent increases in inflation in the United Stated

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regional and international economic disruptions, any of which could make it more difficult for us to consummate a business combination.

If we seek shareholder approval of our initial

business combination, Sponsor HoldCo, our co-sponsors, directors, officers, advisors or any of their affiliates may elect to purchase

shares or public warrants from public shareholders or warrant holders, which may increase the likelihood of closing our initial business

combination and reduce the public “float” of our securities.

If we seek shareholder

approval of our initial business combination, Sponsor HoldCo, our co-sponsors, directors, officers, advisors or any of their affiliates

may elect to purchase shares or public warrants from public shareholders or warrant holders, which may increase the likelihood of closing

our initial business combination and reduce the public “float” of our securities.

If we seek shareholder approval of our initial

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Sponsor HoldCo, our co-sponsors, directors, officers, advisors or any of their affiliates are under no obligation or duty to do so and

they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions

for any such transactions.

The purpose of such purchases could be to vote such shares in favor of our initial business combination and

thereby increase the likelihood of obtaining shareholder approval of our initial business combination or to 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.

The purpose of any such purchases of shares

or public warrants could be to reduce the number of public warrants outstanding or to vote such public warrants on any matters submitted

to the public warrant holders for approval in connection with our initial business combination.

This may result in the completion of

our initial business combination that may not otherwise have been possible.

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 be not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations

Question 166.01 promulgated by the SEC.

In addition, if such purchases are made, the

public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it

difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a shareholder fails to receive notice of

our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for

tendering its shares, such shares may not be redeemed.

they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for

any such transactions.

The purpose of such purchases could be to vote such shares in favor of our initial business combination and thereby

increase the likelihood of obtaining shareholder approval of our initial business combination or to 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.

The purpose of any such purchases of shares or public

warrants could be to reduce the number of public warrants outstanding or to vote such public warrants on any matters submitted to the

public warrant holders for approval in connection with our initial business combination.

This may result in the completion of our initial

business combination that may not otherwise have been possible.

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 be not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question

166.01 promulgated by the SEC.

In addition, if such purchases are made, the public

“float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult

to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a shareholder fails

to receive notice of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with

the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or

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its shares may not be redeemed.

You are not entitled to protections normally

afforded to investors of many other blank check companies.

We are exempt from certain rules promulgated

by the SEC related to certain blank check companies, such as Rule 419.

You are not entitled to

protections normally afforded to investors of many other blank check companies.

We are exempt from certain rules promulgated by

the SEC related to certain blank check companies, such as Rule 419.

Accordingly, investors are not afforded the benefits or protections

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connection with our completion of an initial business combination.

If 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 will lose the ability to redeem all such shares in excess of

15% of our Class A ordinary shares.

If 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 will lose the ability to redeem all such shares

in excess of 15% of our Class A ordinary shares.

If we seek shareholder approval of our initial

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not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business

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.

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.

Because of our limited resources and the significant

competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.

we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately

$10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.

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.

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.

Because of our limited

resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial

business combination.

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

may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants

will expire worthless.

We expect to encounter intense competition from

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with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the

net proceeds of the Initial Public Offering and the sale of the private placement warrants, our ability to compete with respect to the

acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent competitive

limitation gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, in the event we seek shareholder

approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce

the resources available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage

in successfully negotiating a business combination.

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

period, our public shareholders may receive only approximately $10.00 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 $10.00 per share”

and other risk factors herein.

As the number of special purpose acquisition

companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets

or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception

While we believe there are numerous target businesses we could potentially acquire with the net

proceeds of the Initial Public Offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition

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

This inherent competitive limitation

gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, in the event we seek shareholder approval

of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources

available to us for our initial business combination.

Any of these obligations may place us at a competitive disadvantage in successfully

negotiating a business combination.

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

shareholders may receive only approximately $10.00 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 $10.00 per share” and other risk

factors herein.

Due to the number of special

purpose acquisition companies evaluating targets, attractive targets may become scarcer and there may be more competition for attractive

targets or such attractive targets may not be interested to consummate a business combination with a SPAC due to a negative public perception

of mergers involving SPACs.

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As a result, at times, fewer attractive targets

may be available to consummate an initial business combination.

may be available to consummate an initial business combination and/or complete our initial business combination.

In addition, because there are more special purpose

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This could increase the cost of, delay or otherwise complicate or frustrate

our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business

combination on terms favorable to our investors altogether.

If 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 the Initial Public Offering, we may be unable

to complete our initial business combination.

our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business combination

on terms favorable to our investors altogether.

If 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 the Initial Public

Offering, we may be unable to complete our initial business combination.

The funds available to us outside of the Trust

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working capital requirements.

Of the funds available to us, we could use a portion of the funds 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 approximately $10.00 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 $10.00 per share”

and other risk factors herein.

Changes 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.

Of the funds available to us, we could use a portion of the funds 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 approximately $10.00 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 $10.00 per share” and other

risk factors herein.

Changes 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.

In recent years, the market for directors and

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alleged to have occurred prior to the initial business combination.

As a result, in order to protect our directors and officers, the

post- business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”).

As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”).

The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate

our ability to consummate an initial business combination on terms favorable to our investors.

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

$10.00 per share.

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 $10.00 per share.

Our placing of funds in the Trust Account may

not protect those funds from third-party claims against us.

Although we will seek to have all vendors, service providers (other than

our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute

agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit

of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented

from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility

or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with

respect to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement

waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to

it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s

engagement would be significantly more beneficial to us than any alternative.

Although we will seek to have all vendors, service providers (other than our

independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements

with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public

shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing

claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar

claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim

against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving such claims

to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into

an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would

be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage

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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.

Our 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.

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

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

Our 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.

In the event that the proceeds in the Trust Account

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obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.00

The securities in which we invest the funds

held in the Trust Account could bear a negative rate of interest, which 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 $10.00 per share.

The 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 univested 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 the 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.

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 taxes paid or payable (less, in the case we

are unable to complete our initial business combination, $100,000 of interest).

The securities in which

we invest the funds held in the Trust Account could bear a negative rate of interest, which 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 $10.00 per share.

The proceeds held in the Trust Account are and

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 univested 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 24 months from the closing of the 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.

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 taxes paid or payable (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 $10.00 per share.

If, after we distribute the proceeds in the

Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy

or insolvency petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members

of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our

board of directors and us to claims of punitive damages.

If, after we distribute

the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary

winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such

proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby

exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust

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exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the

Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy

or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the

claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation

may be reduced.

If, before distributing

the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary

winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding

may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in

connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust

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by our shareholders in connection with our liquidation would be reduced.

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.

If we are deemed to be an investment company

under the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature of our

● restrictions on the issuance of

each of which may make it difficult for us to

complete our initial business combination.

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.

If we are deemed to be an investment company under

the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature of our investments;

● restrictions on the issuance of securities;

● each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome

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● registration as an investment company;

● adoption of a specific form of corporate

● reporting, record keeping, voting,

proxy and disclosure requirements and other rules and regulations.

● adoption of a specific form of corporate structure;

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

On January 24, 2024, the SEC adopted a series

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We do not believe that our anticipated principal

activities will subject us to the Investment Company Act.

To this end, the proceeds held in the Trust Account will be invested or held

activities subject us to the Investment Company Act.

To this end, the proceeds held in the Trust Account are and 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 24 months from the closing of the 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.

Pursuant to the trust agreement, the trustee

is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments, and by

having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in

the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the

meaning of the Investment Company Act.

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 the 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.

Pursuant to the trust agreement, the trustee is

not permitted to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having

a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner

of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of

the Investment Company Act.

The Trust Account is intended as a holding place for funds pending the earliest to occur of:

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 the 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.

(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 the 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

We are aware of litigation against certain special

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$10.00 per share on the liquidation of our Trust Account as well as our warrants will expire worthless.

Changes in laws or regulations, or a failure

to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial

business combination, and results of operations.

Changes in laws or regulations,

or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete

our initial business combination, and results of operations.

We are subject to laws and regulations enacted

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Those laws and regulations

and their interpretation and application may also change from time to time, including as a result of changes in economic, political,

social and government policies, and those changes could have a material adverse effect on our business, investments and results of operations.

and their interpretation and application may also change from time to time, including as a result of changes in economic, political, social

and government policies, and those changes could have a material adverse effect on our business, investments and results of operations.

In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect

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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.

If we have not completed our initial business

combination within 24 months of the closing of the Initial Public Offering, our public shareholders may be forced to wait beyond such

24 months before redemption from our Trust Account.

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.

If we have not completed

our initial business combination within 24 months of the closing of the Initial Public Offering, our public shareholders may be forced

to wait beyond such 24 months before redemption from our Trust Account.

If we have not completed our initial business

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by function of 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

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 24 months 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.

investors may be forced to wait beyond the initial 24 months 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.

If we are unable to complete an initial business

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amount then on deposit in the Trust Account.

Our shareholders may be held liable for claims

by third parties against us to the extent of distributions received by them upon redemption of their shares.

Our shareholders may be

held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation,

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claims will not be brought against us for these reasons.

We and our directors and officers who knowingly and willfully authorized or

permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the

ordinary course of business would be guilty of an offense and may be liable for a fine of up to approximately $18,300 and to imprisonment

for five years in the Cayman Islands.

We may not hold an annual general meeting

until after the consummation of our initial business combination.

We and our directors and officers who knowingly and willfully authorized or permitted

any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course

of business would be guilty of an offense and may be liable for a fine of up to approximately $18,300 and to imprisonment for five years

in the Cayman Islands.

We may not hold an annual

general meeting until after the consummation of our initial business combination.

In accordance with Nasdaq corporate governance

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Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management.

The grant of registration rights to our initial

shareholders, Cantor 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.

The grant of registration

rights to our initial shareholders, Cantor 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.

Pursuant to a registration rights agreement entered

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Class A ordinary shares.

In addition, Sponsor HoldCo, Cantor, and their respective permitted transferees can demand that we register

the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants,

and holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of such warrants

In addition, Sponsor HoldCo, Cantor, and their respective permitted transferees can demand that we register the

resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and

holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of such warrants

or the Class A ordinary shares issuable upon exercise of such warrants.

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This is because the shareholders 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, our private

placement warrants or warrants issued in connection with working capital loans are registered for resale.

Because we are not limited to a particular

industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the

merits or risks of any particular target business’s operations.

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, our private placement

warrants or warrants issued in connection with working capital loans are registered for resale.

Because we are not limited

to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to

ascertain the merits or risks of any particular target business’s operations.

We may seek to complete a business combination

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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.

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

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.

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.

Because we have not yet entered into

a definitive agreement for our initial 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.

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.

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.

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

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for such reduction in value.

Although we have identified general criteria

and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination

with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial

business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria

and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial

business combination will not have all of these positive attributes.

If we complete our initial business combination with a target that

does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination with a business

that does meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target

that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which

may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain

amount of cash.

Although we have identified

general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial

business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we

enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and

guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business

combination will not have all of these positive attributes.

If we complete our initial business combination with a target that does not

meet some or all of these criteria and guidelines, such combination may not be as successful as a combination with a business that does

meet all of our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target that does

not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it

difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount

In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements,

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or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We may seek acquisition opportunities with

an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

We may seek acquisition

opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our initial business

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we may be affected by numerous risks inherent in the operations of the business with which we combine.

These risks include investing

in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition

These risks include investing in

a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition

and difficulties in obtaining and retaining key personnel.

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

We may engage the underwriters from our Initial

Public Offering or any of their affiliates to provide additional services to us.

We may engage the underwriters

from our Initial Public Offering or any of their affiliates to provide additional services to us.

The underwriters are entitled to receive deferred

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These financial incentives

may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial

Public Offering.

may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public

We may engage the underwriters from our Initial

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providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing.

We may pay the

underwriters or any of their affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s

length negotiation.

The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial

business combination.

The fact that the underwriters or any of their affiliates’ financial interests are tied to the consummation

of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us,

including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.

We are not required to obtain an opinion from

an independent investment banking firm or from an independent accounting firm regarding fairness.

Consequently, you may have no assurance

from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

We may pay the underwriters

or any of their affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length

The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial business

The fact that the underwriters or any of their affiliates’ financial interests are tied to the consummation of a business

combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential

conflicts of interest in connection with the sourcing and consummation of an initial business combination.

We are not required to

obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness.

Consequently,

you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial

point of view.

Unless we complete our initial business combination

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offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

We 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

Any due diligence in connection

with an initial business combination may not reveal all relevant considerations or liabilities of a target business, which could have

a material adverse effect on our business, financial condition, results of operations and prospects.

The due diligence undertaken with respect to a

potential initial business combination may not reveal all relevant facts that may be necessary to evaluate such transaction or to formulate

a business strategy.

Furthermore, the information provided during due diligence may not be adequate or accurate.

As part of the due diligence

process, we will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential

initial business combination, and these judgments may be inaccurate.

Due diligence conducted in connection with an

initial business combination may not result in the initial business combination being successful.

If the due diligence investigation fails

to identify material information regarding an opportunity, or if we consider such material risks to be commercially acceptable relative

to the opportunity, and we proceed with an initial business combination, our company may subsequently incur substantial impairment charges

or other losses.

In addition, following an initial business combination, we may be subject to significant, previously undisclosed liabilities

of the acquired business that were not identified during due diligence and which could have a material adverse effect on our business,

financial condition, results of operations and prospects.

We 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, par value $0.0001 per share, 20,000,000 Class B

ordinary shares, par value $0.0001 per share, and 1,000,000 undesignated preference shares, par value $0.0001 per share.

As of December

31, 2024, there were 171,250,000 and 12,812,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively,

available for issuance, which amount takes into account 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, initially at a one-for-one ratio but subject to adjustment as set forth herein.

of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary

shares, par value $0.0001 per share, and 1,000,000 undesignated preference shares, par value $0.0001 per share.

As of December 31, 2025,

there were no preference shares issued and outstanding.

there were 171,250,000 and 12,812,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available

for issuance, which amount takes into account 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, initially at a one-for-one ratio but subject to adjustment as set forth herein.

As of December 31, 2025, there

were no preference shares issued and outstanding.

We 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.

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 (1) receive funds from the Trust Account or (2)

vote as a class with our Public Shares on any initial business combination.

The issuance of additional ordinary shares or preference

● may significantly dilute the equity

interest of public investors, 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;

● may subordinate the rights of holders

of ordinary shares if preference shares are issued with rights senior to those afforded our

ordinary shares;

● could cause a change of control

if a substantial number of our ordinary shares is issued, which may affect, among other things,

our ability to use our net operating loss carry forwards, if any, and could result in the

resignation or removal of our present directors and officers;

● may have the effect of delaying

or preventing a change of control of us by diluting the share ownership or voting rights

of a person seeking to obtain control of us;

● may adversely affect prevailing

market prices for our Units, ordinary shares and/or public warrants;

● may not result in adjustment to

the exercise price of our warrants

We may reincorporate in another jurisdiction

in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.

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 (1) receive funds from the Trust Account or (2) vote as a class with our Public Shares

on any initial business combination.

The issuance of additional ordinary shares or preference shares:

● may significantly dilute the equity interest of public investors, 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;

● may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior

to those afforded our ordinary shares;

● could cause a change of control if a substantial number of our ordinary shares is issued, which may affect,

among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of

our present directors and officers;

● may have the effect of delaying or preventing a change of control of us by diluting the share ownership

or voting rights of a person seeking to obtain control of us;

● may adversely affect prevailing market prices for our Units, ordinary shares and/or public warrants;

● may not result in adjustment to the exercise price of our warrants

We may reincorporate in

another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders

or warrant holders.

We may, subject to requisite shareholder approval

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in which the target company or business is located, or reincorporate in another jurisdiction.

Such transactions

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

We do not intend to make any cash distributions to pay such taxes.

Shareholders or warrant holders may be subject to withholding

taxes or other taxes with respect to their ownership of us after the reincorporation.

Resources could be wasted in researching acquisitions

that are not completed, 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 approximately

$10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire

We anticipate that the investigation of each

specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments

will require substantial management time and attention and substantial costs for accountants, attorneys and others.

If we decide not

to complete a specific initial business combination, the costs incurred up to that 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.

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.

not completed our initial business combination within the required time period, our public shareholders may receive only approximately

$10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We may engage in a business combination with

one or more target businesses that have relationships with entities that may be affiliated with Sponsor HoldCo, our co-sponsors, directors

or officers which may raise potential conflicts of interest.

Such transactions 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 pay such taxes.

Shareholders or warrant holders may be subject to withholding taxes or other

taxes with respect to their ownership of us after the reincorporation.

Failure to maintain our

status as tax resident solely in the Cayman Islands could adversely affect our financial and operating results.

Our intention is that

prior to our initial Business Combination we should be resident solely in the Cayman Islands.

Continued attention must be paid to ensure that

major decisions by the Company are not made from another jurisdiction, since this could cause us to lose our status as tax resident solely

in the Cayman Islands.

The composition of the board of directors, the place of residence of the individual members of the board of directors

and the location(s) in which the board of directors makes decisions will all be important factors in determining and maintaining our tax

residence in the Cayman Islands.

If we were to be considered as tax resident within another jurisdiction, we may be subject to additional

tax in that jurisdiction, which could negatively affect our financial and operating results, and/or our shareholders’ or warrant

holders’ investment returns could be subject to additional or increased taxes (including withholding taxes).

Resources could be wasted

in researching acquisitions that are not completed, 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 approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of

our Trust Account and our warrants will expire worthless.

The investigation of each specific target business

and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments require substantial management

time and attention and substantial costs for accountants, attorneys and others.

If we decide not to complete a specific initial business

combination, the costs incurred up to that 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.

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 approximately $10.00 per share, or less in certain circumstances,

on the liquidation of our trust account and our warrants will expire worthless.

We may engage in a business

combination with one or more target businesses that have relationships with entities that may be affiliated with Sponsor HoldCo, our co-sponsors,

directors or officers which may raise potential conflicts of interest.

In light of the involvement of our co-sponsors,

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directors and officers.

Certain of our directors and officers also serve as officers and board members for other entities, including

those described under “Item 10.

Directors, Executive Officers and Corporate Governance˗˗Conflicts of Interest.”

Such entities may compete with us for business combination opportunities.

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 and such transaction was approved by a majority of our independent and disinterested

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 from an independent accounting 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 co-sponsors, directors or officers, 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.

Since our co-sponsors, officers and directors

and any other holder of our founder shares, including any non-managing HoldCo investors, and Cantor 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 during or after

the Initial Public Offering), and because our co-sponsors, 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,

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.

Certain of our directors and officers also serve as officers and board members for other entities, including those

described under “Item 10.

Directors, Executive Officers and Corporate Governance˗˗Conflicts of Interest.” Such entities

may compete with us for business combination opportunities.

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 and such transaction was approved by a majority of our independent and disinterested directors.

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 from an independent accounting 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 co-sponsors,

directors or officers, 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.

Since our co-sponsors,

officers and directors and any other holder of our founder shares, including any non-managing HoldCo investors, and Cantor 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

during or after the Initial Public Offering), and because our co-sponsors, 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, 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.

On March 7, 2024, our co-sponsors formed Sponsor

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of $1.00 per warrant ($4,025,000 in the aggregate) in the same private placement.

Cantor purchased an aggregate of 2,500,000 private

placement warrants at a price of $1.00 per warrant ($2,500,000 in the aggregate) in this private placement.

Each Private Placement Warrant

may be exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein.

Placement warrants will also be worthless if we do not complete an initial business combination.

Given the differential in the purchase price

paid for the founder shares, both directly by our initial shareholders and indirectly by the non-managing Sponsor HoldCo investors, as

compared to the Initial Public Offering price of the Public Shares and the substantial number of Class A ordinary shares that holders

of our founder shares would receive upon conversion of the founder shares upon a business combination, the founder shares may have significant

value after the business combination even if our Class A ordinary shares trade below the Initial Public Offering price and holders of

our Public Shares have a substantial loss on their investment.

Our initial shareholders have agreed (i) to vote any shares owned by them

in favor of any proposed business combination and (ii) 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 our co-sponsors, any of their respective affiliates

or certain of our directors and officers.

Cantor purchased an aggregate of 2,500,000 private placement

warrants at a price of $1.00 per warrant ($2,500,000 in the aggregate) in this private placement.

Each Private Placement Warrant may be

exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein.

The Private Placement

warrants will also be worthless if we do not complete an initial business combination.

Given the differential in the purchase price paid

for the founder shares, both directly by our initial shareholders and indirectly by the non-managing Sponsor HoldCo investors, as compared

to the Initial Public Offering price of the Public Shares and the substantial number of Class A ordinary shares that holders of our founder

shares would receive upon conversion of the founder shares upon a business combination, the founder shares may have significant value

after the business combination even if our Class A ordinary shares trade below the Initial Public Offering price and holders of our Public

Shares have a substantial loss on their investment.

Our initial shareholders have agreed (i) to vote any shares owned by them in favor

of any proposed business combination and (ii) 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 our co-sponsors, 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

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.

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directors and officers and any holders of our founder shares may influence their motivation in identifying and selecting a target business

combination, completing an initial business combination and influencing the operation of the business following the initial business

combination and may result in a misalignment of interests between the holders of our founder shares, including any non-managing HoldCo

investors, and our officers and directors, on the one hand, and our public shareholders, on the other.

These risks may become more acute

as the deadline to complete our initial business combination nears.

In particular, because the founder shares were purchased at a purchase

price of approximately $0.004 per share, the holders of our founder shares (including any non-managing HoldCo investors and certain of

our directors and officers that directly or indirectly own founder shares) could make a substantial profit after our initial business

combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of

their Class A ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated

by the business combination).

For example, a holder of 1,000 founder shares would have paid approximately $3.00 to purchase such shares.

At the time of an initial 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 $4,997 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.

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.

combination, completing an initial business combination and influencing the operation of the business following the initial business combination

and may result in a misalignment of interests between the holders of our founder shares, including any non-managing HoldCo investors,

and our officers and directors, on the one hand, and our public shareholders, on the other.

These risks may become more acute as the deadline

to complete our initial business combination nears.

In particular, because the founder shares were purchased at a purchase price of approximately

$0.004 per share, the holders of our founder shares (including any non-managing HoldCo investors and certain of our directors and officers

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

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

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

a holder of 1,000 founder shares would have paid approximately $3.00 to purchase such shares.

At the time of an initial 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 $4,997 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.

Further, each of our officers and directors may

have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such

officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business

The value of the founder shares following

completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the

trading price of our ordinary shares at such time is substantially less than $10.00 per share.

have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers

and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.

The value of the founder

shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them,

even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.

Sponsor HoldCo, our co-sponsors, certain of our

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with a riskier or less-established target business.

In addition, our non-managing HoldCo investors may have different interests than

other public shareholders due to their additional upfront investment in the company and their membership interests in Sponsor HoldCo.

For the foregoing reasons, you should consider our management team’s and non-managing HoldCo investors’ financial incentive

to complete an initial business combination when evaluating whether to redeem your shares prior to or in connection with the initial

business combination.

We may be able to complete only one business

combination with the proceeds of the Initial Public Offering and the sale of the private placement warrants, which will cause us to be

solely dependent on a single business which may have a limited number of products or services.

This lack of diversification may negatively

impact our operations and profitability.

In addition, our non-managing HoldCo investors may have different interests than other

public shareholders due to their additional upfront investment in the company and their membership interests in Sponsor HoldCo.

foregoing reasons, you should consider our management team’s and non-managing HoldCo investors’ financial incentive to complete

an initial business combination when evaluating whether to redeem your shares prior to or in connection with the initial business combination.

We may be able to complete

only one business combination with the proceeds of the Initial Public Offering and the sale of the private placement warrants, which will

cause us to be solely dependent on a single business which may have a limited number of products or services.

This lack of diversification

may negatively impact our operations and profitability.

We may effectuate our initial business combination

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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 financial, economic, competitive

By completing our initial

business combination with only a single entity our lack of diversification may subject us to numerous financial, economic, competitive

and regulatory risks.

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Accordingly, the prospects for our success may be:

● solely dependent upon the performance

of a single business, property or asset;

● dependent upon the development or

market acceptance of a single or limited number of products, processes or services.

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

● dependent upon the development or market acceptance of a single or limited number of products, processes

This lack of diversification may subject us to

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industry in which we may operate subsequent to our initial business combination.

We may issue notes or other debt securities,

or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition

and thus negatively impact the value of our shareholders’ investment in us.

We may issue notes or other

debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and

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

We may choose to incur substantial debt to complete

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effects, including:

● default and foreclosure on our assets

if our operating revenues after an initial business combination are insufficient to repay

our debt obligations;

● acceleration of our obligations

to repay the indebtedness even if we make all principal and interest payments when due if

we breach certain covenants that require the maintenance of certain financial ratios or reserves

without a waiver or renegotiation of that covenant;

● our immediate payment of all principal

and accrued interest, if any, if the debt is payable on demand;

● our inability to obtain necessary

additional financing if the debt contains covenants restricting our ability to obtain such

financing while the debt is outstanding;

● our inability to pay dividends on

our ordinary shares;

● using a substantial portion of our

cash flow to pay principal and interest on our debt, which will reduce the funds available

for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions

and other general corporate purposes;

● limitations on our flexibility in

planning for and reacting to changes in our business and in the industry in which we operate;

● increased vulnerability to adverse

changes in general economic, industry and competitive conditions and adverse changes in government

● default and foreclosure on our assets if our operating revenues after an initial business combination

are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments

when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation

of that covenant;

● our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

● our inability to obtain necessary additional financing if the debt contains covenants restricting our

ability to obtain such financing while the debt is outstanding;

● our inability to pay dividends on our ordinary shares;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce

the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate

● limitations on our flexibility in planning for and reacting to changes in our business and in the industry

in which we operate;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and

adverse changes in government regulation;

limitations on our ability to borrow additional

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other disadvantages compared to our competitors who have less debt.

We may attempt to simultaneously complete

business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and

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

We may attempt to simultaneously

complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination

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

If we determine to simultaneously acquire several

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

We 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.

In pursuing our acquisition strategy, we may

seek to effectuate our initial business combination with a privately held company.

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

We do not have a specified maximum redemption

The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial

majority of our shareholders do not agree.

We 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.

In pursuing our acquisition strategy, we may seek

to effectuate our initial business combination with a privately held company.

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.

We do not have a specified

maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete a business combination

with which a substantial majority of our shareholders do not agree.

Our amended and restated memorandum and articles

of association do not provide a specified maximum redemption threshold.

As a result, we may be able to complete our initial business

combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares

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

business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to Sponsor

HoldCo, our co-sponsors, directors, officers, advisors or any of their affiliates.

In the event the aggregate cash consideration we would

be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions

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

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

and we instead may search for an alternate business combination.

In order to effectuate an initial business

combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments,

including their warrant agreements.

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

of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that

some of our shareholders may not support.

As a result, we may be able to complete our initial business combination

even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if

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

combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to Sponsor HoldCo,

our co-sponsors, directors, officers, advisors or any of their affiliates.

In the event the aggregate cash consideration we would be required

to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to

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

combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead

may search for an alternate business combination.

In order to effectuate

an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing

instruments, including their warrant agreements.

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

and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination

that some of our shareholders may not support.

In order to effectuate an initial business combination,

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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 provide that special resolutions must be approved either by holders of at least two-thirds

Our amended and

restated memorandum and articles of association provide 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.

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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 this registration statement, we

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

Certain provisions of our amended and restated

memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement

governing the release of funds from our Trust Account) may be amended with the approval of holders of at least two-thirds of our ordinary

shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies.

It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement

to facilitate the completion of an initial business combination that some of our shareholders may not support.

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 this registration statement, we would register,

or seek an exemption from registration for, the affected securities.

Certain provisions of our

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

of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least two-thirds

of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check

It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust

agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.

Our amended and restated memorandum and articles

of association provide that any of its provisions, including those related to pre-business combination activity (including the requirement

to deposit proceeds of the Initial Public Offering and the sale of private placement warrants into the Trust Account and not release

such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares

who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our

Trust Account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to provisions governing

the appointment or removal of directors prior to our initial business combination, which require the approval of a majority of at least

90% of our ordinary shares attending and voting in a general meeting).

Our initial shareholders, who will collectively beneficially own

20% of our ordinary shares, may participate in any vote to amend our amended and restated memorandum and articles of association and/or

trust agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of

our amended and restated memorandum and articles of association which govern our pre- business combination behavior more easily than

some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not

In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum

and articles of association.

We may be unable to obtain additional financing

to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure

or abandon a particular business combination.

to deposit proceeds of the Initial Public Offering and the sale of private placement warrants into the Trust Account and not release such

amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend

and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account

may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to provisions governing the appointment

or removal of directors prior to our initial business combination, which require the approval of a majority of at least 90% of our ordinary

shares attending and voting in a general meeting).

Our initial shareholders, who will collectively beneficially own 20% of our ordinary

shares, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and

will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of our amended and restated

memorandum and articles of association which govern our pre- business combination behavior more easily than some other blank check companies,

and this may increase our ability to complete our initial business combination with which you do not agree.

In certain circumstances,

our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

We may be unable to obtain

additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could

compel us to restructure or abandon a particular business combination.

If the net proceeds of the Initial Public Offering

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number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated

transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing

or to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable terms, if at

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would

be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business

transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or

to abandon the proposed business combination.

We cannot assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be

compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business

In addition, even if we do not need additional

financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the

target business.

None of our directors, officers or shareholders is required to provide any financing to us in connection with or after

our initial business combination.

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

shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account,

and our warrants will expire worthless.

Holders of our founder shares will control

the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest

As a result, they will appoint all of our directors prior to our initial business combination and may exert a substantial influence

on actions requiring shareholder vote, potentially in a manner that you do not support.

financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business.

None of our directors, officers or shareholders is required to provide any financing to us in connection with or after our initial business

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

only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account, and our warrants will

expire worthless.

Holders of our founder

shares will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial

interest in us.

As a result, they will appoint all of our directors prior to our initial business combination and may exert a substantial

influence on actions requiring shareholder vote, potentially in a manner that you do not support.

Our initial shareholders beneficially own 20%

of our issued and outstanding ordinary shares.

In addition, prior to our initial business combination, holders of the founder shares

will have the right to appoint all of our directors and may remove members of our board of directors for any reason.

To the extent that

any non-managing HoldCo investors participate in the Initial Public Offering, they will only be issued membership interests in Sponsor

HoldCo, with no right to control Sponsor HoldCo or vote or dispose of any securities held by Sponsor HoldCo.

Holders of our Public Shares

will have no right to vote on the appointment of directors during such time.

These provisions of our amended and restated memorandum

and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending

and voting in a general meeting.

As a result, you will not have any influence over the appointment of directors prior to our initial

business combination.

In addition, prior to our initial business combination, holders of the founder shares will

have the right to appoint all of our directors and may remove members of our board of directors for any reason.

To the extent that any

non-managing HoldCo investors participate in the Initial Public Offering, they will only be issued membership interests in Sponsor HoldCo,

with no right to control Sponsor HoldCo or vote or dispose of any securities held by Sponsor HoldCo.

Holders of our Public Shares will

have no right to vote on the appointment of directors during such time.

These provisions of our amended and restated memorandum and articles

of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting

in a general meeting.

As a result, you will not have any influence over the appointment of directors prior to our initial business combination.

In addition, as a result of their substantial

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of major corporate transactions.

If our initial shareholders purchase any Class A ordinary shares in the open market or in privately

negotiated transactions, this would increase their influence over these actions.

If our initial shareholders purchase any Class A ordinary shares in the open market or in privately negotiated

transactions, this would increase their influence over these actions.

In addition, our board of directors, whose members

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If there is an annual general meeting, our co-sponsors,

because of their ownership position and control of Sponsor HoldCo, will control the outcome, as only holders of our Class B ordinary

shares will have the right to vote on the appointment of directors and to remove directors prior to our initial business combination.

because of their ownership position and control of Sponsor HoldCo, will control the outcome, as only holders of our Class B ordinary shares

will have the right to vote on the appointment of directors and to remove directors prior to our initial business combination.

Accordingly, holders of our founder shares will

exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.

Holders of Class A ordinary shares will not

be entitled to vote on any appointment of directors we hold prior to our initial business combination.

Holders of Class A ordinary

shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.

Prior to our initial business combination, only

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our public shareholders will not have any say in the management of our company prior to the consummation of an initial business combination.

A provision of our warrant agreement may make

it more difficult for us to consummate an initial business combination.

A provision of our warrant

agreement may make it more difficult for us to consummate an initial business combination.

Unlike many blank check companies, if:

(1) we issue additional ordinary shares

or equity-linked securities for capital raising purposes in connection with the closing of

the initial business combination at an issue price or effective issue price of less than

$9.20 per ordinary share (with such issue price or effective issue price to be determined

in good faith by our board of directors and, in the case of any such issuance to Sponsor

HoldCo or its affiliates, without taking into account any founder shares held by Sponsor

HoldCo or such affiliates, as applicable, prior to such issuance) (the “Newly Issued

(2) the aggregate gross proceeds from such

issuances represent more than 60% of the total equity proceeds, and interest thereon, available

for the funding of our initial business combination on the date of the completion of our

initial business combination (net of redemptions);

(3) the volume weighted average trading

price of our Class A ordinary shares during the 20 trading day period starting on the trading

day prior to the day on which we consummate our initial business combination (such price,

the “Market Value”) is below $9.20 per share,

then 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 below under available to our warrants will be adjusted (to the nearest

cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

(1) we issue additional ordinary shares or equity-linked securities

for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue

price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board

of directors and, in the case of any such issuance to Sponsor HoldCo or its affiliates, without taking into account any founder shares

held by Sponsor HoldCo or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”);

(2) the aggregate gross proceeds from such issuances represent

more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the

date of the completion of our initial business combination (net of redemptions);

(3) the volume weighted average trading price of our Class A

ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business

combination (such price, the “Market Value”) is below $9.20 per share,

then 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 below under available to our warrants will be adjusted (to the nearest cent)

to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

This may make it more difficult for us to consummate

an initial business combination with a target business.

Our warrants and founder shares may have an

adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

Our warrants and founder

shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial

business combination.

We have issued public warrants to purchase 14,375,000

Class A ordinary shares, at a price of $11.50 per whole share (subject to adjustment), as part of the Units and, simultaneously with

the closing of the Initial Public Offering, we will issued in private placements an aggregate of 7,000,000 private placement warrants,

each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

Our initial shareholders

currently hold 7,187,500 Class B ordinary shares.

The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one

basis, subject to adjustment as set forth herein.

In addition, if either of Sponsor HoldCo, our co-sponsors, any of their respective

affiliates or certain of our directors and officers make any working capital loans, up to $1,500,000 of such loans for each such person

may be converted into warrants, at the price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the

private placement warrants.

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.

The private placement warrants are identical

to the warrants sold as part of the Units except that:

Class A ordinary shares, at a price of $11.50 per whole share (subject to adjustment), as part of the Units and, simultaneously with the

closing of the Initial Public Offering, we have issued in private placements an aggregate of 7,000,000 private placement warrants, each

exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

Our initial shareholders currently

hold 7,187,500 Class B ordinary shares.

The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis,

subject to adjustment as set forth herein.

In addition, if either of Sponsor HoldCo, our co-sponsors, any of their respective affiliates

or certain of our directors and officers make any working capital loans, up to $1,500,000 of such loans for each such person may be converted

into warrants, at the price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the private placement

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.

The private placement warrants are identical to

the warrants sold as part of the Units except that:

(1) they will not be redeemable by us;

(2) 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

30 days after the completion of our initial business combination;

(3) they may be exercised by the holders on a cashless basis and (4)

they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

In addition, with

respect to private placement warrants held by Cantor and/or its designees, such private placement warrants will be subject to the lock-up

and registration rights limitations imposed by FINRA Rule 5110 and will not be exercisable more than five years from the commencement

of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

Because we must furnish our shareholders with

target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with

some prospective target businesses.

The federal proxy rules require that a proxy

statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro

forma financial statement disclosure in periodic reports.

We will include the same financial statement disclosure in connection with

our tender offer documents, whether or not they are required under the tender offer rules.

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

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

on the circumstances and the historical financial statements may be required to be audited in accordance with the 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

Compliance 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 acquisition.

(2) 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 30 days

after the completion of our initial business combination;

(3) they may be exercised by the holders on a cashless basis and (4) they (including

the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

In addition, with respect to private

placement warrants held by Cantor and/or its designees, such private placement warrants will be subject to the lock-up and registration

rights limitations imposed by FINRA Rule 5110 and will not be exercisable more than five years from the commencement of sales in the Initial

Public Offering in accordance with FINRA Rule 5110(g)(8).

Because we must furnish

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

combination with some prospective target businesses.

The federal proxy rules require that a proxy statement

with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial

statement disclosure in periodic reports.

We will include the same financial statement disclosure in connection with our tender offer

documents, whether or not they are required under the tender offer rules.

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.

GAAP, or international

financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the

historical financial statements may be required to be audited in accordance with the 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.

Compliance 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 acquisition.

Section 404 of the Sarbanes-Oxley Act requires

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The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley

Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our

initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the

time and costs necessary to complete any such acquisition.

If our management team pursues a company with

operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection

with investigating, agreeing to and completing such combination, and if we effect such initial business combination, we would be subject

to a variety of additional risks that may negatively impact our operations.

Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial

business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and

costs necessary to complete any such acquisition.

If our management team

pursues a company with operations or opportunities outside of the United States for our initial business combination, we may face additional

burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial business combination,

we would be subject to a variety of additional risks that may negatively impact our operations.

If our management team pursues a company with

operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated

with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business

combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies

and changes in the purchase price based on fluctuations in foreign exchange rates.

with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination,

conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes

in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination

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setting, including any of the following:

● costs and difficulties inherent

in managing cross-border business operations and complying with commercial and legal requirements

of overseas markets;

● rules and regulations regarding

currency redemption;

● complex corporate withholding taxes

on individuals;

● laws governing the manner in which

future business combinations may be effected;

● costs and difficulties inherent in managing cross-border business operations and complying with commercial

and legal requirements of overseas markets;

● rules and regulations regarding currency redemption;

● complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations may be effected;

● tariffs and trade barriers;

● regulations related to customs and

import/export matters;

● regulations related to customs and import/export matters;

● longer payment cycles;

● tax consequences, such as tax law

changes, including termination or reduction of tax and other incentives that the applicable

government provides to domestic companies, and variations in tax laws as compared to the

United States;

● currency fluctuations and exchange

● tax consequences, such as tax law changes, including termination or reduction of tax and other incentives

that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States;

● currency fluctuations and exchange controls;

● rates of inflation;

● challenges in collecting accounts

● challenges in collecting accounts receivable;

● cultural and language differences;

● employment regulations;

● crime, strikes, riots, civil disturbances,

terrorist attacks, natural disasters and wars;

● deterioration of political relations

with the United States;

● crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

● deterioration of political relations with the United States;

● obligatory military service by personnel;

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additional risks.

If we were unable to do so, we may be unable to complete such combination or, if we complete such combination, our

operations might suffer, either of which may adversely impact our results of operations and financial condition.

Risks Relating to the Post-Business Combination

Subsequent to our completion of our initial

business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could

have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause

you to lose some or all of your investment.

If we were unable to do so, we may be unable to complete such combination or, if we complete such combination, our operations

might suffer, either of which may adversely impact our results of operations and financial condition.

Risks Relating to the Post-Business

Combination Company

Subsequent to our completion

of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges

that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which

could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on

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or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors, we may

be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result

in our reporting losses.

As a result of these factors, we may be

forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in

our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known

risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items

and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market

perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants to which

we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination

debt financing.

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.

After our initial business combination, our

results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies,

developments and conditions in the country in which we operate.

Even though these charges may be non-cash items and

not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions

about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be

subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

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.

After our initial business

combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and

government policies, developments and conditions in the country in which we operate.

The economic, political and social conditions,

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the ability of that target business to become profitable.

Our management may not be able to maintain

control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control of a target

business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

Our management may not

be able to maintain control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of

control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such

We may structure our initial business combination

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Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.

Our initial business combination will require

approval of each of our Co-Chairmen, a majority of our board of directors, as well as a majority of our independent directors.

Our initial business combination

will require approval of each of our Co-Chairmen, a majority of our board of directors, as well as a majority of our independent directors.

Pursuant to our amended and restated memorandum

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relating to our initial business combination.

We may have limited ability to assess the

management of a prospective target business and, as a result, may affect our initial business combination with a target business whose

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

We may have limited ability

to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target

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

When evaluating the desirability of effecting

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

The directors and officers of an acquisition

candidate may resign upon completion of our initial business combination.

The departure of a business combination target’s key

personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s

key personnel upon the completion of our initial business combination cannot be ascertained at this time.

Although we contemplate that

certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our

initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

After 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

The directors and officers of an acquisition candidate

may resign upon completion of our initial business combination.

The departure of a business combination target’s key personnel could

negatively impact the operations and profitability of our post-combination business.

The role of an acquisition candidate’s key

personnel upon the completion of our initial business combination cannot be ascertained at this time.

Although we contemplate that certain

members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial

business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

After 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.

It is possible that after our initial business

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States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

If 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.

If 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.

Following our initial business combination, any

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This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

Risks Relating to Our Management Team

We are dependent upon our directors and officers

and their departure could adversely affect our ability to operate.

Risks Relating to Our Management

We are dependent upon our

directors and officers and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively

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have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

The unexpected loss of the

services of one or more of our directors or officers could have a detrimental effect on us.

Our ability to successfully effect our initial

business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us

following our initial business combination.

The loss of our or a target’s key personnel could negatively impact the operations

and profitability of our post-combination business.

The unexpected loss of the services

of one or more of our directors or officers could have a detrimental effect on us.

Our ability to successfully

effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some

of whom may join us following our initial business combination.

The loss of our or a target’s key personnel could negatively impact

the operations and profitability of our post-combination business.

Our ability to successfully effect our initial

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The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our key personnel may negotiate employment

or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for

them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest

in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with

the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements

Our key personnel may negotiate

employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may

provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts

of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with the

company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements

in connection with the business combination.

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of our key personnel will remain with us will be made at the time of our initial business combination.

Our directors and officers will allocate their

time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our directors and officers

will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote

to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our directors and officers are not required to,

and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our

operations and our search for a business combination and their other businesses.

We do not intend to have any full-time employees prior

to the completion of our initial business combination.

Our officers are engaged in several other business endeavors for which they may

be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our

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.

For a complete discussion of our officers’ and directors’ other business affairs, please

see “Item 10.

Management - Directors, Executive Officers and Corporate Governance.”

Certain of our directors and officers are

now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be

conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should

be presented.

and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations

and our search for a business combination and their other businesses.

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

of our initial business combination.

Our officers are engaged in several other business endeavors for which they may be entitled to substantial

compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs.

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.

a complete discussion of our officers’ and directors’ other business affairs, please see “Item 10.

Management - Directors,

Executive Officers and Corporate Governance.”

Certain of our directors

and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those

intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

Until we consummate our initial business combination,

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Our directors and officers also may become aware

of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary

or contractual duties or otherwise have an interest in any other SPACs in which they may become involved with.

Accordingly, they may

have conflicts of interest in determining to which entity a particular business opportunity should be presented.

These conflicts may

not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject

to his or her fiduciary duties under Cayman Islands law.

Our amended and restated memorandum and articles of association provide that,

to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except

and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities

or lines of business as us;

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

of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or

contractual duties or otherwise have an interest in any other SPACs in which they may become involved with.

Accordingly, they may have

conflicts of interest in determining to which entity a particular business opportunity should be presented.

These conflicts may not be

resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to his

or her fiduciary duties under Cayman Islands law.

Our amended and restated memorandum and articles of association provide that, to the

fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and to the

extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines

of business as us;

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.

For a complete discussion of our officers’

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and Director Independence.”

Our directors, officers, security holders

and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

Our directors, officers,

security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits

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combination with a target business that is affiliated with either of Sponsor HoldCo, our co-sponsors, our directors or officers.

do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types

conducted by us.

we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted

Accordingly, such persons or entities may have a conflict between their interests and ours.

In particular, affiliates of our co-sponsors

have invested in a diverse set of industries.

As a result, there may be substantial overlap between companies that would be a suitable

business combination for us and companies that would make an attractive target for such other affiliates.

In particular, affiliates of our co-sponsors have

invested in a diverse set of industries.

As a result, there may be substantial overlap between companies that would be a suitable business

combination for us and companies that would make an attractive target for such other affiliates.

In addition, members of our management team and

our board of directors will directly or indirectly own founder shares and/or private placement warrants following the Initial Public

Offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business

with which to effectuate our initial business combination.

Our letter agreements with our initial shareholders,

officers and directors may be amended without shareholder approval.

our board of directors will directly or indirectly own founder shares and/or private placement warrants following the Initial Public Offering,

and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with

which to effectuate our initial business combination.

Our letter agreements with

our initial shareholders, officers and directors may be amended without shareholder approval.

Our letter agreements with our initial shareholders,

officers and directors contains provisions relating to, among other things, restrictions on transfer of our founder shares and private

placement warrants, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions

from the Trust Account.

placement warrants, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from

the Trust Account.

The letter agreement may be amended without shareholder approval.

While we do not expect our board of directors

to approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board of directors,

While we do not expect our board of directors to

approve any amendment to the letter agreement prior to our initial business combination, it may be possible that our board of directors,

in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreements.

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Risks Relating to Our Securities

You will not have any rights or interests

in funds from the Trust Account, except under certain limited circumstances.

To liquidate your investment, therefore, you may be forced

to sell your Public Shares and/or warrants, potentially at a loss.

You will not have any rights

or interests in funds from the Trust Account, except under certain limited circumstances.

To liquidate your investment, therefore, you

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

Our public shareholders will be entitled to receive

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our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within

24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’

rights or pre-initial business combination activity;

and (3) the redemption of our Public Shares if we have not completed an initial

business combination within 24 months from the closing of the Initial Public Offering, subject to applicable law.

In no other circumstances

will a shareholder have any right or interest of any kind to or in the Trust Account.

Holders of warrants will not have any right to

the proceeds held in the Trust Account with respect to the warrants.

Accordingly, to liquidate your investment, you may be forced to

sell your Public Shares and/or warrants, potentially at a loss.

Nasdaq may delist our securities from trading

on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading

restrictions.

24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights

or pre-initial business combination activity;

and (3) the redemption of our Public Shares if we have not completed an initial business

combination within 24 months from the closing of the Initial Public Offering, subject to applicable law.

In no other circumstances will

a shareholder have any right or interest of any kind to or in the Trust Account.

Holders of warrants will not have any right to the proceeds

held in the Trust Account with respect to the warrants.

Accordingly, to liquidate your investment, you may be forced to sell your Public

Shares and/or warrants, potentially at a loss.

Nasdaq may delist our securities

from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional

trading restrictions.

We cannot assure you that our securities will

continue to be listed on Nasdaq.

In order to continue listing our securities on Nasdaq prior to our initial business combination, we

must maintain certain financial, distribution and stock price levels.

In order to continue listing our securities on Nasdaq prior to our initial business combination, we must

maintain certain financial, distribution and stock price levels.

In general, we must maintain an average global market capitalization

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If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market

quotations for our securities;

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a 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;

● a limited amount of news and analyst

● a decreased ability to issue additional

securities or obtain additional financing in the future.

● a 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;

● a limited amount of news and analyst coverage;

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

The National Securities Markets Improvement Act

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our initial business combination, which may negatively impact our ability to consummate our initial business combination.

You will not be permitted to exercise your

warrants unless we register and qualify the issuance of the underlying the Class A ordinary shares or certain exemptions are available.

You will not be permitted

to exercise your warrants unless we register and qualify the issuance of the underlying the Class A ordinary shares or certain exemptions

are available.

Pursuant to terms of the warrant agreement, we

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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

under “Description of Securities - Redeemable Warrants - Public Shareholders’ Warrants.”

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 under “Description

of Securities - Redeemable Warrants - Public Shareholders’ Warrants.”

There may be a circumstance where an exemption

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not exist for holders of the public warrants that were included as part of the Units.

In such an instance, Sponsor HoldCo and Cantor

and their respective permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants

In such an instance, Sponsor HoldCo and Cantor and

their respective permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants

and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants

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As a result, we may redeem the public warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

We may amend the terms of the warrants in

a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public

We may amend the terms

of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the

then outstanding public warrants.

Our public warrants have been issued in registered

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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 the prospectus related to the Initial Public Offering, 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 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, 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 (including, for the avoidance of doubt, the forfeiture or cancellation of any private placement warrants)

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

or written consent of Cantor).

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 ordinary shares purchasable upon exercise of a warrant.

We may redeem your unexpired public warrants

prior to their exercise at a time that is disadvantageous to you, thereby making your public warrants worthless.

public warrants and the warrant agreement set forth in the prospectus related to the Initial Public Offering, 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 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, 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 (including, for the avoidance of doubt, the forfeiture or cancellation of any private placement warrants) require the vote or

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

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 ordinary shares

purchasable upon exercise of a warrant.

We may redeem your unexpired

public warrants prior to their exercise at a time that is disadvantageous to you, thereby making your public warrants worthless.

We have the ability to redeem outstanding warrants

at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant if, among other things,

the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days

within a 30 trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant

If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

As a result, we may redeem the public warrants

as set forth above even if the holders are otherwise unable to exercise the public warrants.

Redemption of the issued and outstanding

public warrants could force you to:

(1) exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous

for you to do so;

the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within

a 30 trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify

the underlying securities for sale under all applicable state securities laws.

As a result, we may redeem the public warrants as set forth

above even if the holders are otherwise unable to exercise the public warrants.

Redemption of the issued and outstanding public warrants

could force you to:

(1) exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for

you to do so;

(2) sell your public warrants at the then-current market price when you might otherwise wish to hold your public warrants;

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be substantially less than the market value of your public warrants.

The non-managing HoldCo investors purchased

substantially all of the Units in our Initial Public Offering, which could reduce the trading volume, volatility and liquidity for

our securities, adversely affect the trading price of our securities.

The non-managing HoldCo

investors purchased substantially all of the Units in our Initial Public Offering, which could reduce the trading volume, volatility and

liquidity for our securities, adversely affect the trading price of our securities.

The non-managing HoldCo investors purchased approximately

$284.5 million of the Units in our Initial Public Offering.

The trading volume, volatility and liquidity of our securities

may be reduced relative to what they would have been had the Units been more widely offered and sold to other public investors.

The trading volume, volatility and liquidity of our securities may be reduced

relative to what they would have been had the Units been more widely offered and sold to other public investors.

Although we have no knowledge of any affiliation

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own a significant number of our shares.

Therefore, insofar as the non-managing HoldCo investors continue to hold the shares included

in the Units and individually decide to vote such shares in favor of our initial business combination, we would not need any additional

Public Shares to be voted in favor of our initial business combination to have our initial business combination approved.

Because each Unit contains one-half of one

public warrant and only a whole public warrant may be exercised, the Units may be worth less than Units of other blank check companies.

Therefore, insofar as the non-managing HoldCo investors continue to hold the shares and individually

decide to vote such shares in favor of our initial business combination, we would not need any additional Public Shares to be voted in

favor of our initial business combination to have our initial business combination approved.

Because each Unit contains

one-half of one public warrant and only a whole public warrant may be exercised, the Units may be worth less than Units of other blank

check companies.

Each Unit contains one-half of one public warrant.

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or a greater fraction of one whole public warrant to purchase one share.

We have established the components of the Units in this way

in order to reduce the dilutive effect of the public warrants upon completion of a business combination since the public warrants will

be exercisable in the aggregate for a third of the number of shares compared to Units that each contain a whole public warrant to purchase

We have established the components of the Units in this way in

order to reduce the dilutive effect of the public warrants upon completion of a business combination since the public warrants will be

exercisable in the aggregate for a third of the number of shares compared to Units that each contain a whole public warrant to purchase

one whole share, thus making us, we believe, a more attractive business combination partner for target businesses.

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public warrant to purchase one whole share.

Our 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

Our 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.

If we call our public warrants for redemption

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If our management chooses to require holders to exercise their public warrants on a cashless basis, the

number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised

their public warrants for cash.

This will have the effect of reducing the potential “upside” of the holder’s investment

Because we are incorporated under the laws

of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.

number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised their

public warrants for cash.

This will have the effect of reducing the potential “upside” of the holder’s investment in

Because we are incorporated

under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights

through the U.S.

federal courts may be limited.

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the laws of the Cayman Islands.

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.

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.

Our corporate affairs is governed by our amended

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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.

In addition, Cayman Islands companies may not have standing to

initiate a shareholders derivative action in a federal court of the United States.

The courts of the Cayman Islands are unlikely

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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

Our 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.

Our 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

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

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.

Our 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.

Our 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

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If any action, the subject matter of which is within the scope of 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:

the personal jurisdiction of the state and federal courts located in the State 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

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:

personal jurisdiction of the state and federal courts located in the State 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

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in a diversion of the time and resources of our management and board of directors.

Provisions in our amended and restated memorandum

and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future

for our Class A ordinary shares and could entrench management.

Provisions in our amended

and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing

to pay in the future for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum and articles

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could involve payment of a premium over prevailing market prices for our securities.

We may issue our shares to investors in connection

with our initial business combination at a price which is less than the prevailing market price of our shares at that time.

We may issue our shares

to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares

at that time.

In connection with our initial business combination,

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to provide sufficient liquidity to the post-business combination entity.

The price of the shares we issue may therefore be less, and

potentially significantly less, than the market price for our shares at such time.

The price of the shares we issue may therefore be less, and potentially

significantly less, than the market price for our shares at such time.

General Risk Factors

We have no operating history and no operating

revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a 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.

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

Past performance by our management team and

their affiliates may not be indicative of future performance of an investment in the company.

We have no operating history

and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a 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.

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.

Past performance by our

management team and their affiliates may not be indicative of future performance of an investment in the company.

Information regarding performance by our management

team and their affiliates is presented for informational purposes only.

Past performance by our management team and their affiliates

is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success

Past performance by our management team and their affiliates is

not a guarantee either (1) that 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.

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returns the company will, or is likely to, generate going forward.

We may be a passive foreign investment company,

or “PFIC,” which could result in adverse U.S.

We may be a passive foreign

investment company, or “PFIC,” which could result in adverse U.S.

federal income tax consequences to U.S.

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2025, 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.

If we determine we are a PFIC for any taxable year, we will endeavor upon written

request to provide to a U.S.

Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC

Annual Information Statement, in order to enable the U.S.

Holder to make and maintain a “qualified electing fund” election,

but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with

respect to our warrants in all cases.

Holders to consult their tax advisors regarding the possible application of the PFIC

rules to holders of our ordinary shares and warrants.

Cyber incidents or attacks directed at us

could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including

information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated

and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties

or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to,

cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business

and lead to financial loss.

We are an emerging growth company and a smaller

reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements

available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and

may make it more difficult to compare our performance with other public companies.

Our actual PFIC status for any taxable year, moreover, will not be determinable

until after the end of such taxable year.

If we determine we are a PFIC for any taxable year, we will endeavor upon written request to

provide to a U.S.

Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information

Statement, in order to enable the U.S.

Holder to make and maintain a “qualified electing fund” election, but there can be

no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our

warrants in all cases.

Holders to consult their tax advisors regarding the possible application of the PFIC rules to holders

of our ordinary shares and warrants.

Cyber incidents or attacks

directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information

systems, infrastructure and cloud applications and services, including those of third parties with which we may deal.

Sophisticated and

deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the

cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.

We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial

We are an emerging growth

company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from

disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive

to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company”

within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting

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

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

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

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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,

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.

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comparison of our financial statements with other public companies difficult or impossible.

Since only holders of our founder shares will

have the right to vote on the appointment of directors, upon the listing of our shares on the Nasdaq, the Nasdaq may consider us to be

a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain

corporate governance requirements.

After completion of the Initial Public Offering,

only holders of our founder shares will have the right to vote on the appointment of directors.

As a result, the Nasdaq may consider

us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards.

Under the Nasdaq corporate

governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled

company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

● we have a board

that includes a majority of “independent directors,” as defined under the rules

of the Nasdaq;

● we have a compensation

committee of our board that is comprised entirely of independent directors with a written

charter addressing the committee’s purpose and responsibilities;

● a majority of

the independent directors recommend director nominees for selection by the board of directors.

We do not intend to utilize these exemptions

and intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules.

Since only holders of our

founder shares have the right to vote on the appointment of directors, the Nasdaq may consider us to be a “controlled company”

within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

Only holders of our founder shares have the right

to vote on the appointment of directors until our initial business combination.

As a result, the Nasdaq may consider us to be a “controlled

company” within the meaning of the Nasdaq corporate governance standards.

Under the Nasdaq corporate governance standards, a company

of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and

may elect not to comply with certain corporate governance requirements, including the requirements that:

● we have a board that includes a majority of “independent directors,” as defined under the

rules of the Nasdaq;

● we have a compensation committee of our board that is comprised entirely of independent directors with

a written charter addressing the committee’s purpose and responsibilities;

● a majority of the independent directors recommend director nominees for selection by the board of directors.

We do not intend to utilize these exemptions and

intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules.

However, if we determine

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that are subject to all of the Nasdaq corporate governance requirements.

We may not be able to complete an initial

business combination since such initial business combination may be subject to regulatory review and approval requirement, including

foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”),

or may be ultimately prohibited.

We may not be able to complete

an initial business combination since such initial business combination may be subject to regulatory review and approval requirement,

including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States

(“CFIUS”), or may be ultimately prohibited.

Our initial business combination may be subject

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regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U.S.

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.”

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.”

If a particular proposed initial business combination

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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

The process of government review, whether by

CFIUS or otherwise, could be lengthy.

Because we have only a limited time to complete our initial business combination, our failure to

obtain any required approvals within the requisite time period may require us to liquidate.

If we are unable to consummate our initial

business combination within the applicable time period required under our amended and restated memorandum 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 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 event, our shareholders will miss the opportunity to benefit from an investment

in a target company and the appreciation in value of such investment.

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.

The process of government review, whether by CFIUS

or otherwise, could be lengthy.

Because we have only a limited time to complete our initial business combination, our failure to obtain

any required approvals within the requisite time period may require us to liquidate.

If we are unable to consummate our initial business

combination within the applicable time period required under our amended and restated memorandum 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 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 event, our shareholders will miss the opportunity to benefit from an investment in a target company and

the appreciation in value of such investment.

Additionally, our warrants will be worthless.

Adverse developments affecting the financial

services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely

affect our business, financial condition or results of operations, or our prospects.

Adverse developments affecting

the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions,

could adversely affect our business, financial condition or results of operations, or our prospects.

The funds in our operating account and our trust

account will be held in banks or other financial institutions and 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 24 months from the closing of the 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”)

account are and will be held in banks or other financial institutions and are and will be invested or held only in either (i) U.S.

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 the 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.

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.

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

Members of our management team and board of

directors have significant experience as founders, board members, officers, executives or employees of other companies.

Certain of those

persons have been, may be, or may become, involved in litigation, investigations or other proceedings, Including related to those companies

or otherwise.

The defense or prosecution of these matters could be time-consuming and could divert our management’s attention,

and may have an adverse effect on us, which may impede our ability to consummate an initial business combination.

Members of our management

team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies.

Certain of those persons have been, may be, or may become, involved in litigation, investigations or other proceedings, Including related

to those companies or otherwise.

The defense or prosecution of these matters could be time-consuming and could divert our management’s

attention, and may have an adverse effect on us, which may impede our ability to consummate an initial business combination.

During the course of their careers, members of

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of other companies.

As a result of their involvement and positions in these companies, certain of those persons have been, may be or

may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such

companies, transactions entered into by such companies, or otherwise.

Individual members of our management team and board of directors

also may become involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result

of their personal conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such

actions and potentially subject to personal liability.

Any such liability may or may not be covered by insurance and/or indemnification,

depending on the facts and circumstances.

As a result of their involvement and positions in these companies, certain of those persons have been, may be or may

in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies,

transactions entered into by such companies, or otherwise.

Individual members of our management team and board of directors also may become

involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result of their personal

conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such actions and potentially

subject to personal liability.

Any such liability may or may not be covered by insurance and/or indemnification, depending on the facts

and circumstances.

The defense or prosecution of these matters could be time-consuming.

Any litigation, investigations

or other proceedings and the potential outcomes of such actions may divert the attention and resources of our management team and board

of directors away from identifying and selecting a target business or businesses for our initial business combination and may negatively

affect our reputation, which may impede our ability to complete an initial business combination.

Legal proceedings against the managing member

of one of our co-sponsors as well as an independent director, in each case related to their prior professional endeavors outside the

Company, could affect our business combination process.

Any litigation, investigations or other proceedings

and the potential outcomes of such actions may divert the attention and resources of our management team and board of directors away from

identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation,

which may impede our ability to complete an initial business combination.

Legal proceedings against

the managing member of one of our co-sponsors as well as an independent director, in each case related to their prior professional endeavors

outside the Company, could affect our business combination process.

Between April and September 2017, several class

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This appeal remains pending.

disputes all such allegations and is defending vigorously against the lawsuits.

Simon does not believe such litigation and appellate

process will be time consuming nor divert their attention from our search for a target business, it is possible that the litigation does

consume some of his time and that potential target businesses may ask about the status of the litigation.

between January and September 2023, several class and derivative actions were filed in Nevada and Florida against Celsius Holdings, Inc.

generally sharing a factual nexus and alleging, among other matters, securities law violations and breach of fiduciary duties.

of the directors and officers of Celsius Holdings, Inc.

were named in some of these lawsuits, including Alexandre Ruberti, who served

on the board of directors of Celsius Holdings, Inc.

Simon disputes all such allegations and is

defending vigorously against the lawsuits.

Simon does not believe such litigation and appellate process will be time consuming

nor divert their attention from our search for a target business, it is possible that the litigation does consume some of his time and

that potential target businesses may ask about the status of the litigation.

In addition, between January and September 2023,

several class and derivative actions were filed in Nevada and Florida against Celsius Holdings, Inc.

generally sharing a factual nexus

and alleging, among other matters, securities law violations and breach of fiduciary duties.

Certain of the directors and officers of

Celsius Holdings, Inc.

were named in some of these lawsuits, including Alexandre Ruberti, who served on the board of directors of Celsius

Holdings, Inc.

from February 2021 until March 2024.

In January 2024, the class action cases were

resolved and closed.

Regarding the derivative actions, the parties reached a stipulation and settlement agreement in December 2024.

January 2025, the court issued a preliminary approval order for the settlement, with no objections filed.

Our independent registered public accounting

firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going

In January 2024, the class action cases were resolved and closed.

Regarding the derivative

actions, the parties reached a stipulation and settlement agreement in December 2024.

In January 2025, the court issued a preliminary

approval order for the settlement, with no objections filed.

Our independent registered

public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue

as a “going concern.”

As of December 31, 2025, we had $112,660 in cash.

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Our plans to raise capital and to consummate our initial business combination may not be successful.

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.

We could also use

a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep

target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such

target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently

required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching

for, or conduct due diligence with respect to, a target business.

The initial deadline for us to complete our initial

business combination is May 13, 2026.

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.

We could also use a portion

of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target

businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target

businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required

to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for,

or conduct due diligence with respect to, a target business.

The initial deadline for us to complete our initial business combination

is May 13, 2026.

It is uncertain that we will be able to consummate a business combination by this time.

business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Holders of our Public Shares will receive only approximately $10.00 per share, or less, and our warrants will expire worthless.

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.

Staff Comments.

If a business combination is

not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Holders of our Public Shares

will receive only approximately $10.00 per share, or less, and our warrants will expire worthless.

These factors, among others, increase

the risk that our independent registered public accounting firm 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.

Unresolved Staff Comments.

Cybersecurity.

Risk Management and Strategy

The Company regularly assesses risks from cybersecurity

threats, monitors its information systems for potential vulnerabilities and tests those systems pursuant to the Company’s cybersecurity

processes and practices, which are integrated into the Company’s overall risk management system.

The Company uses various security

tools designed to help the Company identify, investigate, resolve and recover from security incidents in a timely manner.

To date, cybersecurity threats, including as

a result of any previous cybersecurity incidents, have not materially affected and we believe are not reasonably likely to affect the

Company, including its business strategy, results of operations or financial condition.

Refer to the risk factor captioned “Cyber

incidents or cyberattacks directed at us could result in information theft, data corruption, operational disruption and/or financial

loss” in Part I, Item 1A.

“Risk Factors” for additional description of cybersecurity risks and potential related impacts

on the Company.

Our board of directors oversees the Company’s

risk management process, including on cybersecurity risks, directly and through its committees.

The Audit Committee of the board oversees

the Company’s risk management program , which focuses on the most significant risks the Company faces in the short-, intermediate-,

and long-term timeframe.

Audit Committee meetings include discussions of specific risk areas throughout the year, as needed, including,

among others, those relating to cybersecurity.

The Company takes a risk-based approach to cybersecurity

and has implemented cybersecurity policies throughout its operations that are designed to address cybersecurity threats and incidents.

The Company regularly assesses risks from cybersecurity threats, monitors its information systems for potential vulnerabilities and tests those systems pursuant to the Company’s cybersecurity processes and practices, which are integrated into the Company’s overall risk management system.

The Company uses various security tools designed to help the Company identify, investigate, resolve and recover from security incidents in a timely manner.

To date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and we believe are not reasonably likely to affect the Company, including its business strategy , results of operations or financial condition.

Refer to the risk factor captioned “Cyber incidents or cyberattacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss” in Part I, Item 1A.

“Risk Factors” for additional description of cybersecurity risks and potential related impacts on the Company.

Our board of directors oversees the Company’s risk management process, including on cybersecurity risks, directly and through its committees.

The Audit Committee of the board oversees the Company’s risk management program, which focuses on the most significant risks the Company faces in the short-, intermediate-, and long-term timeframe.

Audit Committee meetings include discussions of specific risk areas throughout the year, as needed, including, among others, those relating to cybersecurity.

The Company takes a risk-based approach to cybersecurity and has implemented cybersecurity policies throughout its operations that are designed to address cybersecurity threats and incidents.

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

What changed 10-K

Item 1. Business