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Item 1. Business

2026-03-27 compared with 2025-03-26 · 971 added, 761 removed, 26 unchanged (99% of the section changed)

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

a Business Combination with one or more businesses or entities.

To date, our efforts have been limited to organizational activities,

activities related to our Initial Public Offering, and searching for a Business Combination target.

As of the date of this Report, we

have not selected any specific Business Combination target.

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

we will generate operating revenues until we consummate our initial Business Combination.

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

and time related thereto.

Public Offering

July 15, 2024, we consummated our Initial Public Offering, which was oversubscribed and consisted of 23,000,000 Units, including the

exercise in full by the underwriters of an option to purchase up to 3,000,000 Units at the offering price to cover over-allotments.

Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $230,000,000.

Simultaneously with the closing of the Initial Public Offering, we

completed the private sale of an aggregate of 6,000,000 Private Placement Warrants to our Sponsor and Cantor, the representative of the

underwriters, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, generating

gross proceeds of $6,000,000.

total of $230,000,000, comprised of the proceeds from the Initial Public Offering and the proceeds of the Private Placement was placed

in the Trust Account maintained by Continental, acting as trustee.

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

We must complete our initial Business Combination

by July 15, 2026, the end of our Combination Period, which is 24-months from the closing of our Initial Public Offering, unless we decide

to pursue an amendment to our Amended and Restated Charter and select another time period in which we must consummate an initial Business

If our initial Business Combination is not consummated by the end of our Combination Period, then our existence will terminate,

and we will distribute all amounts in the Trust Account, as described further herein.

We are a blank check company

incorporated on February 21, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination

with one or more businesses or entities.

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

To date, our efforts

have been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for and

consummating a Business Combination.

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

revenues until we consummate our initial Business Combination.

Initial Public Offering

Our IPO Registration Statement

became effective on July 11, 2024.

On July 15, 2024, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000

Option Units issued pursuant to the full exercise of the Over-Allotment Option.

Each Unit consists of one Public Share and one-half of

one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per

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

Simultaneously with the closing

of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of an

aggregate of 6,000,000 Private Placement Warrants to our Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per

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

Of those 6,000,000 Private Placement Warrants, the

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

The Private Placement

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

A total of $230,000,000, comprised

of the proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental,

acting as trustee.

It is the job of our Sponsor

and Management Team to complete our initial Business Combination.

We are led by (i) Ryan Gilbert, our Chairman of the Board, (ii) Chris

Ehrlich, our Chief Executive Officer, and (iii) Jurgen van de Vyver, our Chief Financial Officer.

We must complete our initial Business

Combination by (i) July 15, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering,

(ii) such earlier liquidation date as our Board may approve or (iii) such later date as our shareholders may approve pursuant to the Amended

and Restated Articles.

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

terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report.

We may seek to extend the Combination Period consistent with applicable

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

Such an amendment would require the approval

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

the vote on such approval.

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

ability to maintain our listing on Nasdaq.

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

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

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

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

Management Team is predominantly composed of a team of high-level senior life sciences executives, including Ryan Gilbert, our Chairman

of the Board, Chris Ehrlich, our Chief Executive Officer, and Jurgen van de Vyver, our Chief Financial Officer.

Our Board of Directors

provides valuable guidance, technical domain expertise, value-added input regarding senior team leadership capabilities of prospective

business combination targets, and have access to differentiated ideas and opportunities through complementary networks.

They also have

specific special purpose acquisition company, or SPAC, experience and a proven track record of business combination success.

believe that our Management Team and Board of Directors are well positioned among other special purpose acquisition vehicles focused

on the healthcare or biotechnology industry.

Certain members of our Management Team will be dedicated full-time to the process of identifying,

evaluating and negotiating with an acquisition target for our initial business combination.

Our Management Team and Board of Directors

have significant, meaningful experience as, among other titles, investors, executives, corporate strategists and business development

heads within public and private biotechnology companies.

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

Any such amendment would require the approval

of our shareholders, and our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares

in connection with the vote on such approval.

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

and may affect our ability to maintain our listing on Nasdaq.

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

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

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

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

Our Sponsor may also, in its discretion, consider

selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Termination of the Minovia Business Combination

On June 25, 2025, we entered

into the Minovia BCA with the Minovia BCA Parties.

As of January 30, 2026, the Minovia BCA Parties mutually agreed to terminate the Minovia

BCA in its entirety.

Concurrently with the termination of the Minovia BCA, each of the Ancillary Agreements (as defined in the Minovia

BCA) were automatically terminated.

As a result, the Minovia BCA and Ancillary Agreements are of no further force and effect.

each party released the other parties from any and all liabilities and damages relating to the transaction documents, breaches thereunder

and the proposed transactions.

The foregoing summary of the Minovia Termination Agreement is qualified

in its entirety by the text of the Minovia Termination Agreement, a copy of which is attached as Exhibit 10.11 hereto and is incorporated

herein by reference.

We are seeking, with our Sponsor,

alternative ways to consummate an initial Business Combination.

Our Management Team is predominantly

composed of a team of high-level senior life sciences executives, including (i) Ryan Gilbert, our Chairman of the Board, (ii) Chris Ehrlich,

our Chief Executive Officer, and (iii) Jurgen van de Vyver, our Chief Financial Officer.

Our Board of Directors provides valuable guidance,

technical domain expertise, value-added input regarding senior team leadership capabilities of prospective Business Combination targets,

and have access to differentiated ideas and opportunities through complementary networks.

They also have specific SPAC experience and

a proven track record of Business Combination success.

We believe that our Management

Team and Board of Directors are well positioned among other SPAC vehicles focused on the healthcare or biotechnology industry.

members of our Management Team are dedicated full-time to the process of identifying, evaluating and negotiating with an acquisition target

for our initial Business Combination.

Our Management Team and Board of Directors have significant, meaningful experience as, among other

titles, investors, executives, corporate strategists and business development heads within public and private biotechnology companies.

In addition, our Management Team is aided by Shami Patel, our advisor.

believe our Management Team, with the assistance of our Board and advisors is well positioned to identify unique opportunities within

the healthcare or healthcare related industries and, in particular, life sciences, globally.

Each member of our Management Team and board

has spent significant portions of their careers working with businesses in the life sciences industry and have developed a wide network

of professional services contacts and business relationships in that industry.

Our selection process will leverage our relationships

with venture capitalists and growth equity funds, executives of private and public companies, as well as investment banking firms, which

we believe should provide us with a key advantage in sourcing potential business combination targets.

Given our profile and industry

expertise, we anticipate that target business combination candidates may be brought to our attention from various unaffiliated sources,

including investors in and managers of other private and public companies in our networks.

also intend to deploy a proactive sourcing strategy to focus on unique opportunities that are best positioned for our initial Business

We will leverage our collective deep industry expertise and analytical capabilities to identify characteristics of life

science companies historically correlating with outperforming publicly traded peers.

We will also leverage our significant operating,

corporate strategy, and business development expertise to efficiently triage opportunities to focus on those opportunities that we believe

present the highest risk-adjusted return potential for our shareholders.

We will attempt to use these insights to identify attractive

acquisition targets for our initial Business Combination.

We believe the combination of the relationships, capital markets expertise,

and operating experience of our advisors can help accelerate the process and make us a preferred partner for these potential targets.

We will initially focus on emerging growth healthcare companies in healthcare niches including biotechnology.

the completion of our Initial Public Officering, members of our Management Team began (i) communicating with their network of relationships

to articulate our initial Business Combination criteria, including the parameters of our search for a target business, and (ii) a disciplined

process of pursuing and reviewing promising leads.

have identified the following criteria to evaluate prospective target businesses.

We may, however, decide to enter into our initial Business

Combination with a target business that does not meet these specific criteria.

SPAC Experience

Members of our Management

Team and our Advisors have specific SPAC experience and a proven track record of Business Combination success:

Acquisition Corp.

Shami Patel, one of our Advisors, served as a director of FinTech Acquisition Corp.

After its initial public offering of $100.0 million in February 2015, FinTech I completed its initial

Business Combination with CardConnect Corp.

CNN) in July 2016.

In connection with the Business Combination, approximately

11.2% of FinTech I’s public shares were redeemed.

CardConnect Corp.

was subsequently acquired by First Data Corporation in

July 2017 for $15 per share.

Acquisition Corp.

Patel served as a director of FinTech Acquisition Corp.

II (“FinTech II”).

Fintech II completed its $175.0 million initial public offering in January 2017, and consummated its initial Business

Combination with International Money Express, Inc.

IMXI) in July 2018.

In connection with the Business Combination,

approximately 28.8% of FinTech II’s public shares were redeemed.

Patel served as a board observer of the post-Business

Combination company until March 2020.

International Money Express, Inc.’s closing price on March 25, 2026 was $15.85 per

Acquisition Corp.

Patel served as an advisor to FinTech Acquisition Corp.

III (“FinTech III”).

FinTech III, after its initial public offering of $345.0 million in November 2018, consummated its initial Business Combination

with Paya Inc.

PAYA) in November 2020.

In connection with the Business Combination, approximately 16.5% of FinTech III’s

public shares were redeemed.

PIPE investors committed to purchase an aggregate of $250.0 million in common stock, at a price of

$10.00 per share.

In February 2023, Paya Inc, was purchased by Nuvei for $9.75 per share.

Acquisition Corp.

Patel served as an advisor to FinTech Acquisition Corp.

IV (“FinTech IV”).

FinTech IV completed its initial public offering of $239.0 million in September 2020, and consummated its initial Business

Combination with PWP Holdings LP (NASDAQ:

PWP) in June 2021.

None of FinTech IV’s public shares were redeemed in

connection with the Business Combination.

PIPE investors committed to purchase an aggregate of $125.0 million in common stock, at

a price of $10.00 per share.

PWP Holdings LP’s closing price on March 25, 2026 was $17.43 per share.

Olympus Acquisition Corp.

Ryan Gilbert, one of our Advisors, served as Chief Executive Officer, President

and a director, and Mr.

Patel served as Chief Operating Officer, of FTAC Olympus Acquisition Corp.

FTOC) (“FTOC”).

FTOC, after its initial public offering of $755 million in August 2020, consummated its initial Business Combination with Payoneer

PAYO) in June 2021.

In connection with the Business Combination, approximately 23.9% of FTAC Olympus’

public shares were redeemed.

PIPE investors committed to purchase an aggregate of $300.0 million in common stock, at a price of

$10.00 per share.

Payoneer Global Inc.’s closing price on March 25, 2026 was $4.89 per share.

Walk Acquisition Corp.

Gilbert and Mr.

Patel served as advisors to Locust Walk Acquisition

LWAC), which merged with eFFECTOR therapeutics (NASDAQ:

EFTR) in August 2021 (in which approximately 97.0%

of LWAC’s public shares were redeemed).

PIPE investors committed to purchase an aggregate of $60.7 million in common stock,

at a price of $10.00 per share.

eFFECTOR therapeutics effected a wind down in June 2024 and no longer trades on an exchange.

Biotech Acquisition Corp.

Gilbert and Mr.

Patel served as advisors to Phoenix Biotech Acquisition

PBAX), which merged with CERo Therapeutics (Nasdaq:

CERO) in February 2024 Phoenix Biotech Acquisition Corp.

experienced redemptions of approximately 92.6% of its public shares in connection with an extension in December 2022, approximately

40.6% of the remaining public shares in connection with an extension in July 2023, approximately 1.5% of the remaining public shares

in connection with an extension in January 2024 and approximately 89.1% of the remaining public shares in connection with the consummation

of the Business Combination.

PIPE investors purchased, 12,580 shares of Series A convertible preferred stock, warrants to purchase

125,000 shares and warrants to purchase 2,000 shares of Series A Preferred Stock, for aggregate cash proceeds to Phoenix

Biotech Acquisition Corp.

of approximately $9.4 million.

The trading of CERo Therapeutics’ common stock on Nasdaq was suspended

at the open of trading on October 31, 2025, following a determination by the Nasdaq Hearings Panel regarding CERo Therapeutics’

failure to satisfy Nasdaq Rule 5550(b)’s $2,500,000 minimum stockholders’ equity requirement.

CERo Therapeutics has requested

review of the panel’s decision by the Nasdaq Listing and Hearing Review Council.

CERo Therapeutics’ common stock began trading

on OTCQB under the symbol “CERO” on December 2, 2025 and its last quoted bid price on March 25, 2026 was $0.0331 per

Acquisition Corp.

Van de Vyver served as chief financial officer of, and Mr.

Gilbert and Mr.

served as advisors to Newcourt Acquisition Corp.

NCAC), which merged with Psyence Biomedical (Nasdaq:

PBM) in January 2024.

NCAC experienced redemptions of approximately 94.0% of its public shares in connection with an extension in January 2023, approximately

25.9% of the remaining public shares in connection with an extension in July 2023, approximately 34.6% of the remaining public shares

in connection with an extension in January 2024 and approximately 83.5% of the remaining public shares in connection with the consummation

of the Business Combination.

Psyence Biomedical’s closing price on March 25, 2026 was $2.43 per share.

Two Acquisition Corp.

Van de Vyver serves as chief financial officer of, and Mr.

Gilbert serve as advisors to, Launch Two Acquisition Corp.

LPBB), a blank check company that raised $230.0 million

in its initial public offering in October 2024 and is currently searching for a Business Combination target among technology and

software infrastructure companies whose products and services target financial services, real estate and asset management companies.

Acquisition Corp :

Van de Vyver serves as chief financial officer of, and Mr.

Patel and Mr.

serve as advisors to, Wen Acquisition Corp (Nasdaq:

WENN), a blank check company that raised $300.15 million in its initial public

offering in May 2025 and is currently searching for a Business Combination target among infrastructure companies in the fintech

sector that are focused on enablement of digital assets, such as stablecoins, through the incorporation and integration of blockchain

networks into the traditional financial systems.

Cadenza Acquisition Corp I:

Van de Vyver serves as chief financial officer of, and Mr.

Gilbert and Mr.

Patel serve as advisors

to, Launchpad Cadenza Acquisition Corp I (Nasdaq:

LPCV), a blank check company which raised $200.0 million in its initial public offering

in December 2025 and is currently searching for a Business Combination target in the technology and software infrastructure sector with

companies operating within the blockchain, financial technology, and digital assets ecosystems.

Competitive Strengths

We believe our Management

Team, with the assistance of our Board and advisor, is well positioned to identify unique opportunities within the healthcare or healthcare

related industries and, in particular, life sciences, globally.

Each member of our Management Team and Board has spent significant portions

of their careers working with businesses in the life sciences industry and have developed a wide network of professional services contacts

and business relationships in that industry.

Our selection process leverages our relationships with venture capitalists and growth equity

funds, executives of private and public companies, as well as investment banking firms, which we believe provide us with a key advantage

in sourcing potential Business Combination targets.

Given our profile and industry expertise, target Business Combination candidates are

brought to our attention from various unaffiliated sources, including investors in and managers of other private and public companies

in our networks.

We also deploy a proactive

sourcing strategy to focus on unique opportunities that are best positioned for our initial Business Combination.

We leverage our collective

deep industry expertise and analytical capabilities to identify characteristics of life science companies historically correlating with

outperforming publicly traded peers.

We also leverage our significant operating, corporate strategy, and business development expertise

to efficiently triage opportunities to focus on those opportunities that we believe present the highest risk-adjusted return potential

for our shareholders.

We attempt to use these insights to identify attractive acquisition targets for our initial Business Combination.

We believe the combination of the relationships, capital markets expertise, and operating experience of our advisors can help accelerate

the process and make us a preferred partner for these potential targets.

We are focused on emerging growth healthcare companies in healthcare

niches, including biotechnology.

Following the completion of

our Initial Public Offering, members of our Management Team began (i) communicating with their network of relationships to articulate

our initial Business Combination criteria, including the parameters of our search for a target business, and (ii) a disciplined process

of pursuing and reviewing promising leads.

Acquisition Criteria

We have identified the following

criteria to evaluate prospective target businesses.

We may, however, decide to enter into our initial Business Combination with a target

business that does not meet any or all of these specific criteria.

We currently intend to seek companies that we believe:

developing products that are unique, and ideally, differentiated from competitors based on

scientific rationale, preclinical and/or clinical data, and address unmet medical and commercial

needs, suggesting favorable growth opportunities in the markets in which they operate or

intend to operate;

developed or are developing products that have progressed sufficiently to be able to evaluate

the risks associated with the investment while simultaneously understanding the path toward

value creating milestones;

unrecognized or under-recognized value within the investment community;

led by exceptional management teams and have strong corporate governance and reporting policies

benefit from our industry expertise and relationships as well as access to the public capital

markets and are expected to be well received by public investors.

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, inspection of facilities, as applicable,

as well as a review of financial, operational, legal and other information about the target and its industry which will be made available

If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business

combination transaction.

time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately

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

Business Combination

intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement

of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial Business Combination, shares

issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or

a combination of the foregoing.

We may seek to complete our initial Business Combination with a company or business that may be financially

unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and

will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion

of our initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii)

without a shareholder vote by means of a tender offer.

If we seek shareholder approval, we will complete our initial Business Combination

only if we receive an ordinary resolution under Cayman Islands law and our Amended and Restated Charter, which requires the affirmative

vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are

allowed, by proxy at the applicable general meeting of the company.

The decision as to whether we will seek shareholder approval

of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety

of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval

under applicable law or stock exchange listing requirement.

have until the date that is 24 months from the closing of the Initial Public Offering or until such earlier liquidation date as our Board

of Directors may approve, to consummate our initial Business Combination.

If we anticipate that we may be unable to consummate our initial

Business Combination within such 24-month period, we may seek shareholder approval to amend our Amended and Restated Charter to extend

the date by which we must consummate our initial Business Combination.

If we seek shareholder approval for an extension, holders of Public

Shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding

Public Shares, subject to applicable law.

we are unable to complete our initial Business Combination within 24 months from the closing of the Initial Public Offering, or by such

earlier liquidation date as our Board of Directors may approve, from the closing of the Initial Public Offering, we will redeem 100%

of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number

of then issued and outstanding Public Shares, subject to applicable law and certain conditions as further described herein.

the pro rata redemption price to be approximately $10.00 per Public Share, without taking into account any interest or other income earned

on such funds.

However, we cannot assure our shareholders that we will in fact be able to distribute such amounts as a result of claims

of creditors, which may take priority over the claims of our Public Shareholders.

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value

of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on

the Trust Account).

are developing products that are unique, and ideally, differentiated from competitors based on scientific rationale, preclinical and/or clinical data, and address unmet medical and commercial needs, suggesting favorable growth opportunities in the markets in which they operate or intend to operate;

have developed or are developing products that have progressed sufficiently to be able to evaluate the risks associated with the investment while simultaneously understanding the path toward value creating milestones;

offer unrecognized or under-recognized value within the investment community;

are led by exceptional management teams and have strong corporate governance and reporting policies in place;

can benefit from our industry expertise and relationships as well as access to the public capital markets and are expected to be well received by public investors.

These criteria are not intended

to be exhaustive.

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

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

We may decide

to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, and in the

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

initial Business Combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer

documents that we would file with the SEC.

Acquisition Process

In evaluating a prospective

target business, we conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,

document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,

legal and other information about the target and its industry that are made available to us.

If we determine to move forward with a particular

target, we will proceed to structure and negotiate the terms of the Business Combination transaction.

The time required to select

and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process,

are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of,

and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result

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

Initial Business Combination

We intend to effectuate our

initial Business Combination using cash from the proceeds of our Initial Public Offering and the Private Placement, the proceeds of the

sale of our Ordinary Shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued

to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

We may seek to complete

our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or

growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our Public

Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination

either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means

of a tender offer.

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

The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made

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

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

We have until July 15, 2026,

or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination.

If we anticipate

that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to

amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination.

If we seek shareholder

approval for an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable,

if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law.

If we do not complete our

initial Business Combination within the Combination Period, while we do not currently intend to seek shareholder approval to amend our

Amended and Restated Articles to extend the amount of time we have to consummate an initial Business Combination, we may elect to do so

in the future.

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

however, we do not expect to extend the Combination Period

beyond 36 months from the closing of the Initial Public Offering.

If we determine not to or are unable to extend the Combination

Period or fail to obtain shareholder approval to extend the Combination Period, our Sponsor’s investment in our Founder Shares and

our Private Placement Warrants will be worthless

If we are unable to complete

our initial Business Combination within the Combination Period, we will redeem 100% of the Public Shares at a per share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if

any, and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares,

subject to applicable law and certain conditions as further described herein.

While we expect the pro rata Redemption Price to be approximately

$10.67 per Public Share, based on the amount in the Trust Account as of December 31, 2025, we cannot assure our Public Shareholders that

we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our

Public Shareholders.

The Nasdaq Rules require that

we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held

in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account, if any, and such test,

the “80% Test”).

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

5 unchanged sentences

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

Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of our independent directors.

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

will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial

Business Combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target

business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete

such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act.

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

our shareholders prior to the Business Combination may collectively own a minority interest in the post transaction company, depending

on valuations ascribed to the target and us in the Business Combination.

For example, we could pursue a transaction in which we issue

a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.

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.

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

We anticipate structuring

our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire

100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial Business Combination

such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to

meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination

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

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

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

to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed

to the target and us in the Business Combination.

For example, we could pursue a transaction in which we issue a substantial number of

new Ordinary Shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.

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 Ordinary

Shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our issued and outstanding

Ordinary 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 taken into account for purposes of the 80% of net assets test described above.

If the Business Combination involves more

than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We are not prohibited from pursuing an initial Business Combination

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

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

In the event we seek to complete our initial Business Combination

with a company that is affiliated (as defined in our Amended and Restated Charter) with our Sponsor, officers or directors, we, or a committee

of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly

renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to our company

from a financial point of view.

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

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

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.

The low price that our Sponsor, executive officers

and directors (directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially

make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public

Shareholders.

If we are unable to complete our initial Business Combination within the Combination Period, the Founder Shares and Private

Placement Warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the Trust Account,

which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition

target that subsequently declines in value and is unprofitable for Public Shareholders.

Further, each of our officers and directors may

have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such

officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination.

of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations

or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination

opportunity to such entities.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which

is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary

or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under

Cayman Islands law.

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

(i) no individual serving

as a director or an officer, among other persons, 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 (a) may be

a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach

an existing legal obligation of a director or officer to any other entity.

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

obligations of our officers or directors will materially affect our ability to complete our initial Business Combination.

addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours

or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination.

our Sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities

to us or to any other special purpose acquisition company with which they may become involved.

Any such companies, businesses or investments

may present additional conflicts of interest in pursuing an initial business combination target.

However, we do not believe that any

such potential conflicts would materially affect our ability to complete our initial Business Combination.

of Potential Initial Business Combination Targets

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

and private investment funds.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited

by us through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on

an unsolicited basis, since many of these sources will have read the prospectus of our Initial Public Offering and know what types of

businesses we are targeting.

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

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

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

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

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

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

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

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

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

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

render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial Business

Combination, will be paid from funds held outside the Trust Account.

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

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

is in our best interest to pursue.

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

any such fee will be paid out of the funds held in the Trust Account.

With funds available for a Business Combination as of December 31,

2024 in the amount of $23.55 million (before redemptions, taxes payable on the interest earned, and payment of $10,950,000 of deferred

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

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

Because we are

able to complete our initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have

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

to fit its needs and desires.

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

be available to us.

of Business Diversification

an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely

on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with

multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By completing our initial Business Combination with only a single entity, our lack of

diversification may:

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

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

initial Business Combination, and

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

Ability to Evaluate the Target’s Management Team

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

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

In addition, the

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

Furthermore, the future

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

The determination

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

is what will be taken into account for purposes of the 80% Test.

If the Business Combination involves more than one target business, the

80% Test will be based on the aggregate value of all of the target businesses.

We are not prohibited from

pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers, directors, or advisor, or completing

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

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

with our Sponsor, officers, directors or advisor, we, or a committee of independent directors, will obtain an opinion from an independent

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

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

We are not required to obtain such

an opinion in any other context.

Members of our Management

Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants after 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.

The low price that our Sponsor, executive officers and directors (directly

or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial

profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders.

are unable to complete our initial Business Combination within the Combination Period, the Founder Shares and Private Placement Warrants

may expire worthless, except to the extent they receive liquidating distributions from assets outside the Trust Account, which could create

an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that

subsequently declines in value and is unprofitable for Public Shareholders.

Further, each of our officers and directors may have a conflict

of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors

was included by a target business as a condition to any agreement with respect to our initial Business Combination.

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more

other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such

Accordingly, if any of our officers or directors 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 will honor his or her fiduciary or contractual

obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands

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

(i) no individual serving as a director or

an officer, among other persons, 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 (a) may be a corporate opportunity

for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation

of a director or officer to any other entity.

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

officers or directors will materially affect our ability to complete our initial Business Combination.

In addition, our Sponsor and

our officers and directors may sponsor or form other SPACs similar to ours, or may pursue other business or investment ventures during

the period in which we are seeking an initial Business Combination.

As a result, our Sponsor, officers and directors could have conflicts

of interest in determining whether to present Business Combination opportunities to us or to any other SPAC with which they may become

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination

However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business

Sourcing of Potential Initial Business Combination

Target business candidates

are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds.

Target businesses

may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources

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

have read the prospectus of our Initial Public Offering and know what types of businesses we are targeting.

Our officers and directors,

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

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

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

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

While we do not presently anticipate engaging the

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

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

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

Prior to or in connection

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

affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the

completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid

from funds held outside the Trust Account.

We will engage a finder only

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

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

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

out of the funds held in the Trust Account.

Financial Position

With funds available for a

Business Combination as of December 31, 2025 in the amount of $245,449,353 (before redemptions, taxes payable on the interest earned,

if any, and payment of the Deferred Fee), we offer a target business a variety of options, such as creating a liquidity event for its

owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its

Because we are able to complete our initial Business Combination using our cash, debt or equity securities, or a combination

of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid

to the target business to fit its needs and desires.

However, we have not taken any steps to secure third-party financing and there can

be no assurance it will be available to us.

Lack of Business Diversification

For an indefinite period of

time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance

of a single business.

Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or

several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in

a single line of business.

By completing our initial Business Combination with only a single entity, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial Business Combination, and

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

Limited Ability to Evaluate the Target’s

Management Team

Although we closely scrutinize

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

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

In addition, the future management may

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

Moreover, we cannot assure our shareholders that

members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure our shareholders

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

Following a Business Combination,

we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure our shareholders

that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or

experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve

Our Initial Business Combination

We may conduct redemptions

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

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

approval for business or other reasons.

Under the Nasdaq Rules, shareholder

approval would be required for our initial Business Combination if, for example:

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

Any of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares or voting power of 5% or more;

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

The decision as to whether

we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required

by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and

legal reasons, which include a variety of factors, including, but not limited to:

(i) the timing of the transaction, including in the

event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval

or doing so would place us at a disadvantage in the transaction or result in other additional burdens on us;

(ii) the expected cost of

holding a shareholder vote;

(iii) the risk that the shareholders would fail to approve the proposed Business Combination;

(iv) other time

and budget constraints of our Company;

and (v) additional legal complexities of a proposed Business Combination that would be time-consuming

and burdensome to present to shareholders.

Permitted Purchases of Our Securities

If we seek shareholder approval

of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to

the tender offer rules, our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants

in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination,

although they are under no obligation or duty to do so.

Such a purchase may include a contractual acknowledgment that such Public Shareholder,

although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its

redemption rights.

In the event that our Sponsor, directors, officers, advisors and their affiliates purchase Public Shares in privately

negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling Public Shareholders

would be required to revoke their prior elections to redeem their Public Shares.

It is intended that, if Rule 10b-18 would apply to purchases

by Sponsor, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act,

to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing,

pricing and volume of purchases.

Additionally, at any time

at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information),

our Sponsor, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them

with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public

However, 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.

None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants

in such transactions.

The purpose of any such transactions

could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination, (2) reduce the number of Public

Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in

connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with a target that requires us to

have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement

would otherwise not be met.

Any such purchases of our securities may result in the completion of our initial Business Combination that

may not otherwise have been possible.

In addition, if such purchases

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

reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our Sponsor, directors, officers,

advisors and their affiliates anticipate that they may identify the Public Shareholders with whom our Sponsor, directors, officers, advisors

and their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting us directly or by our receipt

of redemption requests submitted by Public Shareholders (in the case of Public Shares) following our mailing of proxy materials in connection

with our initial Business Combination.

To the extent that our Sponsor, directors, officers, advisors and their affiliates enter into a

private transaction, they would identify and contact only potential selling or redeeming Public Shareholders who have expressed their

election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether

or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination, but only if such Public

Shares have not already been voted at the general meeting related to our initial Business Combination.

Our Sponsor, directors, officers,

advisors and their affiliates will select which Public Shareholders to purchase Public Shares from based on the negotiated price and number

of Public Shares and any other factors that they may deem relevant, and will be restricted from purchasing Public Shares if such purchases

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

Our Sponsor, directors, officers,

advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or

Rule 10b-5 of the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent

such purchasers are subject to such reporting requirements.

Additionally, in the event our Sponsor, directors, officers, advisors and

their affiliates were to purchase our securities from Public Shareholders, such purchases would be structured in compliance with the requirements

of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

our registration statement/proxy statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, directors, officers, advisors or their affiliates may purchase our securities from Public Shareholders outside the redemption process, along with the purpose of such purchases;

if our Sponsor, directors, officers, advisors or their affiliates were to purchase our securities from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process;

our registration statement/proxy statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our Sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the Business Combination transaction;

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

we would disclose in a Current Report on Form 8-K, before our general meeting of shareholders to approve the Business Combination transaction, the following material items:

amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers, advisors or their affiliates,

along with the purchase price;

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

impact, if any, of the purchases by our Sponsor, directors, officers, advisors or their affiliates on the likelihood that the Business

Combination transaction will be approved;

identities of our security holders who sold to our Sponsor, directors, officers, advisors or their affiliates (if not purchased on the

open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors

or their affiliates;

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

Redemptions in Connection with Our Initial

Business Combination

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

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

Redemption Rights for Public Shareholders

upon Completion of Our Initial Business Combination

We will provide our Public

Shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they abstain, vote for, or

vote against, our initial Business Combination, upon the completion of our initial Business Combination at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation

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

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

As of December 31,

2025, the Redemption Price was approximately $10.67 per Public Share (before taxes payable, if any).

The per share amount we will distribute

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

Our Sponsor, officers and

directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect

to any Founder Shares and Public Shares they may hold in connection with the completion of our initial Business Combination.

Our proposed initial Business

Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash

consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to

satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available

to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption

will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity-linked securities or through loans,

advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements

or backstop arrangements into which we may enter following consummation of the Initial Public Offering, in order to, among other reasons,

satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our Public

Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination

either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means

of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender

offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and

whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement

or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval

under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our

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

Shares or seek to amend our Amended and Restated Articles would require shareholder approval.

So long as we obtain and maintain a listing

for our securities on Nasdaq, we will be required to comply with the shareholder approval requirements of the Nasdaq Rules.

The requirement that we provide

our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions

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

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

If we provide our Public Shareholders

with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our Amended and Restated

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

file proxy materials with the SEC.

In the event that we seek

shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our

Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.

If we seek shareholder approval,

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

A quorum for such meeting will be present

if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented in person

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

and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering (including

in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule

14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of our initial

Business Combination.

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

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

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

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

initial Business Combination.

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

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

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

May Not Have the Ability to Approve Our Initial Business Combination

may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended

and Restated Charter.

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

decide to seek shareholder approval for business or other reasons.

Nasdaq’s listing rules, shareholder approval would be required for our initial Business Combination if, for example:

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

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

of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a

5% or greater interest earned on the Trust Account (or such persons collectively have a 10%

or greater interest), directly or indirectly, in the target business or assets to be acquired

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

increase in outstanding Ordinary Shares or voting power of 5% or more;

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

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

is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based

on business and legal reasons, which include a variety of factors, including, but not limited to:

(i) the timing of the transaction,

including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder

approval or doing so would place the Company at a disadvantage in the transaction or result in other additional burdens on the company;

(ii) the expected cost of holding a shareholder vote;

(iii) the risk that the shareholders would fail to approve the proposed Business

(iv) other time and budget constraints of the Company;

and (v) additional legal complexities of a proposed Business Combination

that would be time-consuming and burdensome to present to shareholders.

Purchases of Our Securities

we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business

Combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates

may purchase Public Shares or Warrants in privately negotiated transactions or in the open market either prior to or following the completion

of our initial Business Combination, although they are under no obligation or duty to do so.

Such a purchase may include a contractual

acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore

agrees not to exercise its redemption rights.

In the event that our Sponsor, initial shareholders, directors, officers, advisors and

their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their

redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

It is intended

that, if Rule 10b-18 would apply to purchases by Sponsor, initial shareholders, directors, officers, advisors and their affiliates, then

such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases

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

Additionally,

at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material

nonpublic information), our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions

with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial

Business Combination or not redeem their Public Shares.

However, 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.

None of the funds in the Trust Account will be

used to purchase Public Shares, rights or Warrants in such transactions.

purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination,

(2) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public

Warrant holders for approval in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with

a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination,

where it appears that such requirement would otherwise not be met.

Any such purchases of our securities may result in the completion

of our initial Business Combination that may not otherwise have been possible.

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

of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities

on a national securities exchange.

Sponsor, initial shareholders, directors, officers, advisors and their affiliates anticipate that they may identify the shareholders

with whom our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may pursue privately negotiated transactions

by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of

Class A Ordinary Shares) following our mailing of proxy materials in connection with our initial Business Combination.

To the extent

that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates enter into a private transaction, they would

identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a

pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such shareholder has already submitted

a proxy with respect to our initial Business Combination but only if such shares have not already been voted at the general meeting related

to our initial Business Combination.

Our Sponsor, initial shareholders, directors, officers, advisors and their affiliates will select

which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem

relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and

the other federal securities laws.

Sponsor, initial shareholders, directors, officers, advisors and their affiliates will be restricted from making purchases of shares

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

Any such purchases will be reported pursuant to Section

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

Additionally, in the

event our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares or Warrants

from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act

including, in pertinent part, through adherence to the following:

registration statement/proxy statement filed for our business combination transaction would

disclose the possibility that our Sponsor, initial shareholders, directors, officers, advisors

or their affiliates may purchase shares, rights or warrants from Public Shareholders outside

the redemption process, along with the purpose of such purchases;

our Sponsor, initial shareholders, directors, officers, advisors or their affiliates were

to purchase shares or warrants from Public Shareholders, they would do so at a price no higher

than the price offered through our redemption process;

registration statement/proxy statement filed for our business combination transaction would

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

directors, officers, advisors or their affiliates would not be voted in favor of approving

the business combination transaction;

Sponsor, initial shareholders, directors, officers, advisors or their affiliates would not

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

redemption rights, they would waive such rights;

would disclose in a Current Report on Form 8-K, before our general meeting of shareholders

to approve the business combination transaction, the following material items:

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

shareholders, directors, officers, advisors or their affiliates, along with the purchase

purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors

or their affiliates;

impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers,

advisors or their affiliates on the likelihood that the business combination transaction

will be approved;

identities of our security holders who sold to our sponsor, initial shareholders, directors,

officers, advisors or their affiliates (if not purchased on the open market) or the nature

of our security holders (e.g., 5% security holders) who sold to our Sponsor, initial shareholders,

directors, officers, advisors or their affiliates;

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

Rights for Public Shareholders upon Completion of Our Initial Business Combination

will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion

of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account calculated as of two business days prior to the consummation of an initial Business Combination, including interest earned on

the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations

and on the conditions described herein.

As of December 31, 2024, the amount in the Trust Account was approximately $10.24 per Public

The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting

commissions we will pay to the underwriters.

Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption

rights with respect to any Founder Shares and Public Shares they may hold in connection with the completion of our initial Business Combination.

of Conducting Redemptions

will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion

of our initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii)

without a shareholder vote by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed Business

Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as

the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable

law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer

rather than seeking shareholder approval under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder

approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than

20% of our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated Charter would require shareholder approval.

So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder

approval rules.

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

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

the Exchange Act or our listing on Nasdaq.

Such provisions may be amended if approved by a special resolution, which requires the affirmative

vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are

allowed, by proxy at the applicable general meeting of the company, so long as we offer redemption in connection with such amendment.

we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will,

pursuant to our Amended and Restated Charter:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

offer rules, and

proxy materials with the SEC.

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

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

we seek shareholder approval, we will complete our initial Business Combination only if we receive an ordinary resolution under Cayman

Islands law and our Amended and Restated Charter, which requires the affirmative vote of at least a majority of the votes cast by such

shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of

A quorum for such meeting will be present if the holders of at least one third of issued and outstanding shares entitled

to vote at the meeting are represented in person or by proxy.

Our Sponsor, officers and directors will count toward this quorum and,

pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, private placement shares

and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions,

aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted

in favor of approving the business combination transaction) in favor of our initial Business Combination.

For purposes of seeking approval

of an ordinary resolution, non-votes will have no effect on the approval of our initial Business Combination once a quorum is obtained.

As a result, in addition to our initial shareholders’ Founder Shares, we would need 7,500,001, or 37.5%, of the 20,000,000 Public

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

Combination approved, assuming all outstanding shares are voted, the over-allotment option is not exercised and the parties to the Letter

Agreement do not acquire any Class A Ordinary Shares.

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

Shares, representing a quorum under our Amended and Restated Charter vote their shares at a general meeting of the Company, we will not

need any Public Shares in addition to our Founder Shares to be voted in favor of an initial Business Combination in order to approve

an initial Business Combination.

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

another company under Cayman Islands law, the approval of our initial Business Combination will require a special resolution, which requires

the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where

proxies are allowed, by proxy at the applicable general meeting of the company.

In addition, prior to the closing of our initial Business

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

with the completion of our initial Business Combination and (ii) are entitled to vote on continuing our company in a jurisdiction outside

the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents,

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

and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate

our initial Business Combination.

Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for

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

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

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

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

issuer tender offers, and

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

which contain substantially the same financial and other information about the initial business

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

Act, which regulates the solicitation of proxies.

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

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

the expiration of the tender offer period.

In addition, the tender offer will be conditioned on Public Shareholders not tendering more

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

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

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

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

or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A Ordinary Shares in the open

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

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

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

or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)

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

In the case of proxy materials,

this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination.

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

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

in which the name of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that

we will furnish to holders of our Public Shares in connection with our initial Business Combination will indicate whether we are requiring

Public Shareholders to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently process

any redemptions without the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions

and result in additional administrative cost.

If the proposed initial Business Combination is not approved and we continue to search

for a target company, we will promptly return any certificates or shares delivered by Public Shareholders who elected to redeem their

proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its

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

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

for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination

exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any shares, and

all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the

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

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

we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business

Combination pursuant to the tender offer rules, our Amended and Restated Charter provide that a Public Shareholder, together with any

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

under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15%

of the shares sold in our Initial Public Offering (the “Excess Shares”) without our prior consent.

We believe this restriction

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

exercise their redemption rights against a proposed Business Combination as a means to force us or our Management to purchase their shares

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

initial Business Combination once a quorum is obtained.

As a result, in addition to our Sponsor’s Founder Shares, we would need

8,625,001, or 37.5%, of the 23,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination

in order to have our initial Business Combination approved, assuming all outstanding Ordinary Shares are voted and the parties to the

Letter Agreement do not acquire any Class A Ordinary Shares.

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

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

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

in order to approve an initial Business Combination.

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

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

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

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

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

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

way of continuation in a jurisdiction outside the Cayman Islands).

These quorum and voting thresholds, and the voting agreement of our

Sponsor, officers and directors, may make it more likely that we will consummate our initial Business Combination.

Each Public Shareholder

may elect to redeem their Public Shares irrespective of whether they vote for or vote against the proposed transaction, or whether they

do not vote or abstain from voting on the proposed transaction, or whether they were a Public Shareholder on the record date for the general

meeting held to approve the proposed transaction.

If a shareholder vote is not

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

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

file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions

pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer

In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we

are permitted to redeem.

If Public Shareholders tender more Public Shares than we have offered to purchase, we will withdraw the tender

offer and not complete the initial Business Combination.

Upon the public announcement

of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate

any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in order to comply with Rule 14e-5

under the Exchange Act.

We intend to require our Public

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street

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

to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents,

as applicable.

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

approve the initial Business Combination.

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

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

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

The proxy materials

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

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

We believe that this will allow our

transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders,

which could delay redemptions and result in additional administrative cost.

If the proposed initial Business Combination is not approved

and we continue to search for a target company, we will promptly return any certificates or shares delivered by Public Shareholders who

elected to redeem their Public Shares.

Our proposed initial Business

Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash

consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to

satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available

to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption

will be returned to the Public Shareholders thereof.

We may, however, raise funds through the issuance of equity or equity-linked securities

or through loans, advances or other indebtedness in connection with our initial Business Combination.

Limitation on Redemption Upon Completion

of Our Initial Business Combination if We Seek Shareholder Approval

If we seek shareholder approval

of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to

the tender offer rules, our Amended and Restated Articles provides that a Public Shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange

Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Ordinary Shares sold in our

Initial Public Offering (the “Excess Shares”) without our prior consent.

We believe this restriction will discourage Public

Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such holders to use their ability to exercise

their redemption rights against a proposed Business Combination as a means to force us or our Management to purchase their Public Shares

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

Absent this provision, a Public Shareholder

holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights

if such holder’s shares are not purchased by us, our Sponsor or our Management at a premium to the then-current market price or

on other undesirable terms.

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

Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt

to block our ability to complete our initial Business Combination, particularly in connection with a Business Combination with a target

that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

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

initial Business Combination.

Share Certificates in Connection with the Exercise of Redemption Rights

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

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

agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal

At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy

materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination.

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

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

in which the name of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that

we will furnish to holders of our Public Shares in connection with our initial Business Combination will indicate whether we are requiring

Public Shareholders to satisfy such delivery requirements.

Accordingly, a Public Shareholder would have up to two business days prior

to the scheduled vote on the initial Business Combination if we distribute proxy materials, or from the time we send out our tender offer

materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise

its redemption rights.

In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender

offer materials, as applicable, its shares may not be redeemed.

Given the relatively short exercise period, it is advisable for shareholders

to use electronic delivery of their Public Shares.

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

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

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

However, this fee would be incurred regardless

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

The need to deliver shares

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

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

documents, as applicable.

Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of redemption

rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that

the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders

of our Public Shares electing to redeem their shares will be distributed promptly after the completion of our initial Business Combination.

our initial Business Combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their

redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account.

In such case,

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

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

target until the end of the completion window.

of Public Shares and Liquidation if No Initial Business Combination

Amended and Restated Charter provide that we have only the duration of the completion window to complete our initial Business Combination.

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

of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available

funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to

$100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely

extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any),

subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions

with respect to our Warrants, which will expire worthless if we fail to complete our initial Business Combination within the completion

Sponsor, officers and directors have entered into a Letter Agreement with us, pursuant to which they have waived their rights to liquidating

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

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

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

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

completion window.

Our Sponsor, officers and directors have agreed, pursuant to a written

agreement with us, that they will not propose any amendment to our Amended and Restated Charter (A) to modify the substance or timing

of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we

do not complete our initial Business Combination within the completion window or (B) with respect to any other material provisions relating

to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our Public Shareholders with

the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable),

divided by the number of then outstanding Public Shares.

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

funded from amounts remaining out of the approximately $1,250,000 of proceeds held outside the Trust Account, although we cannot assure

our shareholders that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs

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

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

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

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

proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share

redemption amount received by shareholders upon our dissolution would be approximately $10.00.

Absent this provision, a Public Shareholder holding

more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering could threaten to exercise its redemption rights

if such Public Shares are not purchased by us, our Sponsor or our Management at a premium to the then-current market price or on other

undesirable terms.

By limiting our Public Shareholders’ ability to redeem no more than 15% of the Public Shares sold in the Initial

Public Offering without our prior consent, we believe we will limit the ability of a small group of Public Shareholders to unreasonably

attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business Combination with

a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we will not restrict

our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business

Delivering Share Certificates in Connection

with the Exercise of Redemption Rights

As described above, we intend

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

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

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

tender offer documents, as applicable.

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

vote on the proposal to approve the initial Business Combination.

In addition, if we conduct redemptions in connection with a shareholder

vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption

to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Sares is

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

with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements.

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

we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as

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

In the event that a Public Shareholder

fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares

may not be redeemed.

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

their Public Shares.

There is a nominal cost associated

with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC System.

agent will typically charge the broker submitting or tendering Public Shares a fee of approximately $100.00 and it would be up to the

broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we

require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares.

The need to deliver Public

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

Any request to redeem such

Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.

Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of redemption rights and subsequently

decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return

the certificate (physically or electronically).

It is anticipated that the funds to be distributed to Public Shareholders electing to

redeem their Public Shares will be distributed promptly after the completion of our initial Business Combination.

If our initial Business Combination

is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be

entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any

certificates delivered by Public Shareholders who elected to redeem their Public Shares.

Following the termination

of the Minovia BCA, we will continue to try to complete a Business Combination with a different target until the end of the Combination

Redemption of Public Shares and Liquidation

if No Initial Business Combination

Our Amended and Restated Articles

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

If we have not completed

our initial Business Combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor),

redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay

dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’

rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,

liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire

worthless if we fail to complete our initial Business Combination within the Combination Period.

Our Sponsor, officers and

directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions

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

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

However, if our

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

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

Our Sponsor, officers and

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

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

redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other

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

our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust

Account (less taxes payable, if any), divided by the number of then outstanding Public Shares.

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining

out of the approximately $30,146 of proceeds held outside the Trust Account (as of December 31, 2025), although we cannot assure our Public

Shareholders that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses

associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required

to pay income taxes on interest income earned on the Trust Account balance, if any, we may request the trustee to release to us an additional

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

If we were to expend all of

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

Redemption Price upon our dissolution would be approximately $10.67 as of December 31, 2025.

The proceeds deposited in the Trust Account

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

We cannot assure our shareholders that the actual per-share redemption amount received by shareholders will not be substantially less

While we intend to pay such amounts, if any, we cannot assure our shareholders that we will have funds sufficient to pay

or provide for all creditors’ claims.

we will seek to have all vendors, service providers, 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, there is no guarantee that they will execute such agreements or even if they execute such agreements that

they would 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 an 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 consider whether competitive

alternatives are reasonably available to us and will only enter into an agreement with such third party if Management believes that such

third party’s engagement would be in the best interests of the Company under the circumstances.

Examples of possible instances

where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular

expertise or skills are believed by Management to be significantly superior to those of other consultants that would agree to execute

a waiver or in cases where Management is unable to find a service provider willing to execute a waiver.

Withum Smith+Brown, PC, our independent

registered public accounting firm, and the underwriters of the Initial Public Offering did not execute agreements with us waiving such

claims to the monies held in the Trust Account.

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

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

against the Trust Account for any reason.

In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will

be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for our independent

registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality

or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of

(i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of

the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust Account Assets, less taxes payable, provided

that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all

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

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether

our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities

of our Company.

Therefore, we cannot assure our shareholders that our Sponsor would be able to satisfy those obligations.

if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions

could be reduced to less than $10.00 per Public Share.

In such event, we may not be able to complete our initial Business Combination,

and our shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares.

officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount

per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to

reductions in the value of the Trust Account Assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy

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

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

While we currently expect

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

us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance

if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable

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

Accordingly, we cannot assure our shareholders that

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

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

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

us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will also not be liable

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

under the Securities Act.

As of December 31, 2024, we had access to up to approximately $850,338 from the proceeds of the Initial Public

Offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently

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

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

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

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

the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy

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

To the extent any bankruptcy claims

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

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

less than the Redemption Price.

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

funds sufficient to pay or provide for all creditors’ claims.

Although we seek to have all

vendors, service providers, 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,

there is no guarantee that they will execute such agreements or even if they execute such agreements that they would 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 an 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 consider whether competitive alternatives are reasonably

available to us and will only enter into an agreement with such third party if Management believes that such third party’s engagement

would be in our best interests under the circumstances.

Examples of possible instances where we may engage a third party that refuses

to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Management

to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable

to find a service provider willing to execute a waiver.

Withum, our independent registered public accounting firm, and the Underwriters

did not execute agreements with us waiving such claims to the monies held in the Trust Account.

In addition, there is no guarantee that

such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts

or agreements with us and will not seek recourse against the Trust Account for any reason.

To protect the amounts held

in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services

rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with

which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce

the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share

held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the

value of the Trust Account assets, less taxes payable, if any;

provided that such liability will not apply to any claims by a third party

or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such

waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters against certain liabilities, including

liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have

we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s

only assets are securities of our Company.

Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy

those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial

Business Combination and redemptions could be reduced to less than $10.00 per Public Share.

In such event, we may not be able to complete

our initial Business Combination, and our Public Shareholders would receive such lesser amount per share in connection with any redemption

of their Public Shares.

None of our officers or directors will indemnify us for claims by third parties, including, without limitation,

claims by vendors and prospective target businesses.

In the event that the proceeds

in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the

Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the

Trust Account assets, in each case less taxes payable, if any, and our Sponsor asserts that it is unable to satisfy its indemnification

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

to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors

would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent

directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal

action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine

that a favorable outcome is not likely.

Accordingly, we cannot assure our Public Shareholders that due to claims of creditors the actual

value of the per-share redemption price will not be less than $10.00 per share.

We seek to reduce the possibility

that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers,

prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest

or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will also not be liable as to any claims under our indemnity

of the Underwriters against certain liabilities, including liabilities under the Securities Act.

As of December 31, 2025, we had access

to up to approximately $30,146 from the proceeds of the Initial Public Offering with which to pay any such potential claims (including

costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who

received funds from our Trust Account could be liable for claims made by creditors.

If we file a bankruptcy or

insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in

the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject

to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the Trust

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

Additionally,

1 unchanged sentence

any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either

a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator

or bankruptcy or other court could seek to recover some or all amounts received by our shareholders.

a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or

bankruptcy or other court could seek to recover some or all amounts received by our shareholders.

Furthermore, our Board of Directors

2 unchanged sentences

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

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

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

our Amended and Restated Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial

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

window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

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

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

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

In the event we seek

shareholder approval in connection with our initial Business Combination, a shareholder’s voting in connection with the Business

Combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.

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

These provisions of our Amended and Restated Charter,

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

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

having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies

and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying

and effecting Business Combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical,

human and other resources than us.

Our Public Shareholders are

entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our

initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated

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

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

other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (iii) if they redeem

their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable law and any limitations

(including but not limited to cash requirements) created by the terms of the proposed Business Combination.

In no other circumstances

will a Public Shareholder have any right or interest of any kind to or in the Trust Account.

In the event we seek shareholder approval

in connection with our initial Business Combination, a Public Shareholder’s voting in connection with the Business Combination alone

will not result in a Public Shareholder’s redeeming its Public Shares to us for an applicable pro rata share of the Trust Account.

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

These provisions of our Amended and Restated Articles,

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

In identifying, evaluating

and selecting a target business for our initial Business Combination, we encounter competition from other entities having a business objective

similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking

strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting Business Combinations

directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than

Our ability to acquire larger target businesses is limited by our available financial resources.

inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash

in connection with our Public Shareholders who exercise or are forced to exercise their redemption rights may reduce the resources available

to us for our initial Business Combination and our outstanding Warrants, and the future dilution they potentially represent, may not

be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial Business Combination.

currently have two officers:

This inherent limitation gives others

an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our Public Shareholders

who exercise or are forced to exercise their redemption rights may reduce the resources available to us for our initial Business Combination

and our outstanding Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

We currently have two officers:

Ehrlich and van de Vyver.

These individuals are not obligated to devote any specific number of hours

to our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business

The amount of time they devote in any time period varies based on the stage of the Business Combination process we are in.

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

Reporting and Financial Information

have registered our Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement

that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual

reports, including this Report, contain financial statement audited and reported on by Withum, our independent registered public accountant.

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

or tender offer documents sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statement

will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial

statement may be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit

the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide

such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination

within the prescribed time frame.

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

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

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

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

While this may limit the pool

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

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

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

company, will we be required to have our internal control procedures audited.

A target business may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity

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

are a Cayman Islands exempted company.

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

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

As an exempted company, we have applied

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

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

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

that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will

be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part

of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or

other sums due under a debenture or other obligation of us.

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

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic

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

shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

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

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

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

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

apply to private companies.

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

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following July 16, 2029, (b) in which

we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means

the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2)

the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statement.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary

Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual

revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held

by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

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

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

of time they devote in any time period varies based on the stage of the Business Combination process we are in.

We do not intend to have

any full-time employees prior to the completion of our initial Business Combination.

Periodic Reporting and Financial Information

We have registered our Units,

Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual,

quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports, including this

Report, contain financial statements audited and reported on by Withum, our independent registered public accountant.

We have no current

intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior to the consummation

of our initial Business Combination.

We will provide shareholders

with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents

sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared

in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required

to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential target

businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for

us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed

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

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

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

To the extent that these requirements

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

While this may limit the pool of potential Business Combination

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

We are required to evaluate

our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

Only in the event

we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be

required to have our internal control procedures audited.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley

Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with

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

We are a Cayman Islands exempted

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted

from complying with certain provisions of the Companies Act.

As an exempted company, we have applied for and received a tax exemption

undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands,

for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to be levied

on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,

gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our Ordinary

Shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution

of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section

404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

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

golden parachute payments not previously approved.

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

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

In addition, Section 107 of

the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

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

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

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

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following July 16, 2029, (b) in which we have total annual

gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value

of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which

we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

We are also a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller

reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates

equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded

$100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700

million as of the end of that year’s second fiscal quarter.

In addition, prior to the

consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on (i) the appointment or removal

of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands.

As a result, Nasdaq considers

us to be a “controlled company” within the meaning of the Nasdaq Rules.

Under the Nasdaq Rules, a company of which more than

50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company”

and may elect not to comply with certain corporate governance requirements.

We currently do not rely on the “controlled company”

exemption, but may do so in the future.

Accordingly, if we choose to do so, our shareholders will not have the same protections afforded

to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

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