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Item 1. Business

2026-03-27 compared with 2025-03-25 · 788 added, 669 removed, 234 unchanged (86% of the section changed)

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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.

The 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.

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

To date, our efforts have

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

a Business Combination.

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

We have generated

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

Initial Public Offering

On October 9, 2024, we consummated our Initial Public Offering of 23,000,000

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

Each Unit consists of one

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

Share for $11.50 per share.

The 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 and

pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of an aggregate of 7,075,000 Private Placement

Warrants to our Sponsor and Cantor, the representative of the underwriters, at a purchase price of $1.00 per Private Placement Warrant,

generating gross proceeds of $7,075,000.

Of those 7,075,000 Private Placement Warrants, the Sponsor purchased 4,500,000 Private Placement

Warrants and Cantor purchased 2,575,000 Private Placement Warrants.

Each Private Placement Warrant is exercisable to purchase one

Class A Ordinary Share at $11.50 per share.

A total of $231,150,000, 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.

Our IPO Registration Statement

became effective on October 7, 2024.

On October 9, 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 7,075,000 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 $7,075,000.

Of those 7,075,000 Private Placement Warrants, the

Sponsor purchased 4,500,000 Private Placement Warrants and Cantor purchased 2,575,000 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 $231,150,000, 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 must complete our initial Business Combination by October 9, 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 extend the period in which we must consummate an initial Business Combination.

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 may seek to extend the Combination Period consistent with applicable

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

Such an amendment would require the approval

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

the vote on such approval.

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

our ability to maintain our listing on Nasdaq.

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

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

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

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

Our Management Team is led by Jay McEntee, our Chief Executive Officer and Chairman of the Board, and Jurgen van

de Vyver, our Chief Financial Officer, who have many years of experience in the technology and financial services industries.

complete our initial Business Combination by (i) October 9, 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 Articles.

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

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

Such redemptions will decrease the amount held in

our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

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.

Management Team

Our Management Team is predominantly

composed of a team of high-level senior life sciences executives, including Jay McEntee, our Chief Executive Officer and Chairman of

the Board, 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.

composed of a team of high-level executives who have extensive experience in the technology and financial services industries, including

Jay McEntee, our Chief Executive Officer and Chairman of the Board, and Jurgen van de Vyver, our Chief Financial Officer.

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.

We believe that our Management

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heads within the technology and financial services industries and the asset management industry.

In addition, our Management Team is

aided by Ryan Gilbert and Shami Patel, our advisors.

In addition, our Management Team is aided

by Ryan Gilbert and Shami Patel, our advisors.

Business Strategy

We will seek to capitalize

on the significant technology, financial services, asset management and banking experience and contacts of Jay McEntee, our Chief Executive

Officer and Chairman of the Board, Jurgen van de Vyver, our Chief Financial Officer, as well as Ryan Gilbert and Shami Patel, our advisors,

to identify, evaluate and acquire a technology business in, among others, the financial services, real estate or asset management industries.

We seek to capitalize on the

significant technology, financial services, asset management and banking experience and contacts of Jay McEntee, our Chief Executive Officer

and Chairman of the Board, Jurgen van de Vyver, our Chief Financial Officer, as well as Ryan Gilbert and Shami Patel, our advisors, to

identify, evaluate and acquire a technology business in, among others, the financial services, real estate or asset management industries.

Our Management Team and advisors have extensive experience in the technology and financial services industries, generally, and the asset

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company environment, as well as searching for, negotiating and consummating Business Combinations in a SPAC context.

Nonetheless, we

may pursue a business combination outside of those industries.

Nonetheless, we may

pursue a Business Combination outside of those industries.

If we elect to pursue an investment outside of those industries, our Management

Team and advisors’ expertise related to those industries may not be directly applicable to its evaluation or operation, and the

information contained in this Report and the prospectus of our Initial Public Offering regarding that industry might not be relevant

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

Following the completion

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

information contained in this Report and the prospectus of our Initial Public Offering regarding that industry might not be relevant to

an understanding of the business that we elect to acquire.

Following 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.

SPAC Experience

Members of our Management

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

FinTech Acquisition Corp.

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

(“FinTech I”).

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

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 share.

FinTech 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.

FinTech 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.

FTAC Olympus Acquisition Corp.:

Gilbert, one of our Advisors, served as Chief Executive Officer, President and a director, and Mr.

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 Global Inc.

PAYO) in June 2021.

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.

Locust Walk Acquisition Corp.

Gilbert and Mr.

Patel served as advisors to Locust Walk Acquisition Corp.

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.

Phoenix Biotech Acquisition

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 share.

Newcourt Acquisition Corp.:

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

Gilbert and Mr.

Patel served as

advisors to Newcourt Acquisition Corp.

NCAC), which merged with Psyence Biomedical

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.

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

One Acquisition Corp.:

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

serves as chairman of, and Mr.

Patel serves as an advisor to, Launch One Acquisition Corp.

LPAA), a blank check company which raised $230.0 million in its initial public offering

in July 2024 and is currently searching for a Business Combination target in the healthcare

or healthcare related industries and, in particular, life sciences, following the termination

of a Business Combination agreement with Minovia Therapeutics Ltd., an Israeli company limited

Wen Acquisition Corp :

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

Patel and Mr.

Gilbert 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.

Launchpad 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.

Acquisition Criteria

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Ability to sustain and grow free

We are looking for growing companies which are cashflow positive and have an ability to show

consistent margin integrity.

We are attracted to recurring revenue and platform businesses with efficient customer acquisition and cross

selling opportunities.

We are looking for growing companies which are cashflow positive and have an ability to show consistent margin integrity.

We are attracted to recurring revenue and platform businesses with efficient customer acquisition and cross selling opportunities.

Strong Management .

are looking for proven management with a track record of executing and growing platforms who can credibly operate within public markets.

Advantages to being a public company We

intend to seek companies that would benefit from being part of the public capital markets.

Such benefits could include greater, more

efficient access to equity or debt capital, a currency to better execute a consolidation or roll-up strategy and a public stock

to better attract and retain employees.

Advantages to being a public company

We are seeking companies that would benefit from being part of the public capital markets.

Such benefits could include greater, more efficient

access to equity or debt capital, a currency to better execute a consolidation or roll-up strategy and a public stock to better attract

and retain employees.

Defensible and competitive advantage

which leverage technology .

We intend to look for companies whose products and services are defensible

and afford a differentiation solution to customers driven by technology.

Companies which could be attractive to us could have a pricing,

solution or timing advantage to others in the marketplace.

We are looking for companies whose products and services are defensible and afford a differentiation

solution to customers driven by technology.

Companies which could be attractive to us could have a pricing, solution or timing advantage

to others in the marketplace.

These criteria are not intended

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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 so, 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.

event we do so, 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 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 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.

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

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We 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 businesses.

We 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.

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

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 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.

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

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.

We expect the pro rata redemption price to be approximately $10.05 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.

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, if any, on the interest earned on the Trust Account).

Our Board of Directors will make the determination

as to the fair market value of our initial Business Combination.

If our Board of Directors is not able to independently determine the

fair market value of our initial Business Combination, we will obtain an opinion from an independent investment banking firm or another

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

While we consider it likely

that our Board of Directors will be able to make an independent determination of the fair market value of our initial Business Combination,

it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant

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

Additionally, pursuant to the Nasdaq Rules, any initial

Business Combination must be approved by a majority of our independent directors.

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 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

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 October 9, 2026,

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 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 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.

As of December 31 2025, the pro rata redemption price was

approximately $10.58 per Public Share, without taking into account any interest or other income earned on such funds.

However, 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, if any, on the interest earned on the Trust Account, and such test,

the “80% Test”).

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

If our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain

an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect

to the satisfaction of such criteria.

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

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

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

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

We anticipate structuring

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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.

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 advisors, or completing the Business Combination through

a joint venture or other form of shared ownership with our Sponsor, officers or directors, or advisors.

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

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% 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 or directors, or advisors, or completing

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

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

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

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

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

We are not required to obtain such

an opinion in any other context.

Members of our Management

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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 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.

As a result, the fiduciary duties or contractual obligations

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

In 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

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.

As a result, the fiduciary duties or contractual obligations of our officers or directors

could materially affect our ability to complete our initial Business Combination.

In addition, our Sponsor and

our officers and directors have sponsored and formed, and 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

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.

Potential Additional Financings

We may need to obtain additional

financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the

proceeds held in our Trust Account or because we become obligated to redeem a significant number of our Public Shares upon completion

of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

If we raise additional funds through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution and

these securities could have rights that rank senior to our Public Shares.

If we raise additional funds through the incurrence of indebtedness,

such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations.

Further, as described above, due to the anti-dilution rights of our Founder Shares, our Public Shareholders may incur material dilution.

In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our

Initial Public Offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price exceeds

the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required

to seek additional financing to complete such proposed initial Business Combination.

We may also obtain financing prior to the closing

of our initial Business Combination to fund our working capital needs and transaction costs in connection with our search for and completion

of our initial Business Combination.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities

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

agreements or backstop agreements we may enter into after consummation of our Initial Public Offering.

Subject to compliance with applicable

securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination.

are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to

liquidate the Trust Account.

In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to

obtain additional financing in order to meet our obligations.

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 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.

Sourcing of Potential Initial Business Combination

We anticipate that target

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

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

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 directors.

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 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

Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust

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

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.

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

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

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 advisors,

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

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out of the funds held in the Trust Account.

We are not prohibited from pursuing an initial Business Combination

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

a joint venture or other form of shared ownership with our Sponsor, officers or directors, or advisors.

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

Status as a Public Company

We believe our structure makes

us an attractive Business Combination partner to target businesses.

As an existing public company, we offer a target business an alternative

to the traditional initial public offering through a merger or other Business Combination with us.

In a Business Combination transaction

with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class A

Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to

tailor the consideration to the specific needs of the sellers.

We believe target businesses will find this method a more expeditious and

cost effective method to becoming a public company than the typical initial public offering.

The typical initial public offering process

takes a significantly longer period of time than the typical Business Combination transaction process, and there are significant expenses

and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing

and road show efforts that may not be present to the same extent in connection with a Business Combination with us.

Furthermore, once a proposed

initial Business Combination is completed, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay

or prevent the offering from occurring or could have negative valuation consequences.

Following an initial Business Combination, we believe

the target business would then have greater access to capital, an additional means of providing management incentives consistent with

shareholders’ interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further

benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our

structure and our Management Team’s backgrounds make us an attractive business partner, some potential target businesses may view

our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed

initial Business Combination, negatively.

Financial Position

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

2024 in the amount of $220,200,000, after payment of $10,950,000 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 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.

With funds available for a

Business Combination as of December 31, 2025 in the amount of $243,358,236, before 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 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.

Potential Additional Financings

Should we seek to obtain additional

financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds

held in our Trust Account or because we become obligated to redeem a significant number of our Public Shares upon completion of the Business

Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

additional funds through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution and these securities

could have rights that rank senior to our Public Shares.

If we raise additional funds through the incurrence of indebtedness, such indebtedness

would have rights that are senior to our equity securities and could contain covenants that restrict our operations.

Further, as described

above, due to the anti-dilution rights of our Founder Shares, our Public Shareholders may incur material dilution.

In addition, we

intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our Initial Public

Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the

Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to seek additional financing

to complete such proposed initial Business Combination.

We may also obtain financing prior to the closing of our initial Business Combination

to fund our working capital needs and transaction costs in connection with our search for and completion of our initial Business Combination.

There is no limitation on our ability to raise funds through (i) the issuance of (x) equity or (y) any securities of our Company that

are convertible into, or exchangeable or exercisable for, equity securities of our Company, including any private placement of equity

or debt, or (ii) loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any

forward purchase agreements or backstop agreements we may enter.

Subject to compliance with applicable securities laws, we would only

complete such financing simultaneously with the completion of our initial Business Combination.

If we are unable to complete our initial

Business Combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account.

following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet

our obligations.

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

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.

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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

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

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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.

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.

We cannot assure our shareholders that any of our key personnel will remain in senior

management or advisory positions with the combined company.

The determination as to whether any of our key personnel will remain with

the combined company will be made at the time of our initial Business Combination.

Following a Business Combination,

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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 Charter.

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:

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;

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

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 the Company at a disadvantage in the transaction or result in other additional burdens on the company;

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 our Company at a disadvantage in the transaction or result in other additional burdens on our Company;

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 the Company;

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

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

(iii) the risk that our 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 our shareholders.

Permitted Purchases of Our Securities

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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.

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 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, 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.

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

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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, 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.

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.

Our 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:

○ the 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 price;

○ the purpose of the purchases by our Sponsor,

initial shareholders, directors, officers, advisors or their affiliates;

○ the 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;

○ the 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;

○ the number of our securities for which

we have received redemption requests pursuant to our redemption offer.

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 Class A Ordinary 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 Ordinary 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 Public Shares or Public 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:

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:

the amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers, advisors or their affiliates, along with the purchase price;

the 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;

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

Redemptions in Connection with Our Initial

Business Combination

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 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, 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,

2024, the amount in the Trust Account was approximately $10.15 per Public Share.

The per share amount we will distribute to investors

who properly redeem their shares will not be reduced by the Deferred Fee we will pay to the underwriters.

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

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

As of December 31, 2025, the amount in the Trust Account was approximately $10.58 per Public Share.

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

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Manner of Conducting Redemptions

We 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.

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 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 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.

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 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.

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 are contained in provisions

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

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

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

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

Combination only if we receive an Ordinary Resolution.

A quorum for such meeting will be present if the holders of at least one third

of issued and outstanding shares entitled to vote at the meeting are represented in person or by 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 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 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

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.

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.

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:

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.

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

8,625,000, 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

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

in order to approve an initial Business Combination.

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

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

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 that contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

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 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.

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 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 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.

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.

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 shares.

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 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

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 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 Public Shares delivered by Public Shareholders

who elected to redeem their shares.

Our proposed initial Business

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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.

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

be returned to the holders thereof.

We may, however, raise funds through the issuance of equity 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

Limitation on Redemptions 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 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 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.

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.

However, we would not be

restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business

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

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

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

1 unchanged sentence

As described above, we intend

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

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 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.

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.

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

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

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The transfer agent

will typically charge the broker submitting or tendering shares a fee of approximately $100 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.

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

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.

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 Public Shareholder 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 our 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 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.

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.

If our initial proposed Business

Combination is not completed, we may continue to try to complete a Business Combination with a different target until the end of the

Combination Period.

Combination is not completed, we may 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

Charter provide that we will have only the duration of the Combination Period to complete our initial Business Combination.

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 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 a Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions

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 will be entitled to liquidating distributions from assets outside the Trust Account.

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

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 allotted

Combination Period.

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 Combination Period 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,

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 $1,175,000 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.

If 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 $10.05.

The proceeds deposited in the Trust Account could, however,

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

assure our shareholders that the actual per-share redemption amount received by shareholders will not be substantially less than $10.05.

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

all creditors’ claims.

Although 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 the Company’s 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) $10.05 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 $10.05 per share due to reductions

in the value of the trust 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 of the Initial Public Offering against

certain liabilities, including liabilities under the Securities Act.

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

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

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

Therefore, we cannot assure our shareholders that our Sponsor would

be able to satisfy those obligations.

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

for our initial Business Combination and redemptions could be reduced to less than $10.05 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.

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) $10.05 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 $10.05 per share due to reductions in the value of the trust 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

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 $10.05 per share.

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 $250,079 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, 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, and

without taking into account interest, if any, earned on the Trust Account, the Redemption Price upon our dissolution would be approximately

$10.58, 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 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 shareholders that we will have funds sufficient to pay or provide for all creditors’

Although 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 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) $10.05 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 $10.05 per Public 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 $10.05 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) $10.05 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 $10.05 per Public 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 shareholders that due to claims of creditors the actual value

of the per-share redemption price will not be less than$10.05 per Public Share.

We seek to reduce the possibility

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Our Sponsor will also not be liable as to any claims under our indemnity

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

December 31, 2024, we had access to up to approximately $935,701 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 creditors.

of the Underwriters against certain liabilities, including liabilities under the Securities Act.

As of December 31, 2025, we had access

to up to approximately $250,079 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

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 $10.05 per share to our Public Shareholders.

Additionally, if we

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

Account, we cannot assure our Public Shareholders we will be able to return $10.05 per share to our Public Shareholders.

Additionally,

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

any distributions received by shareholders could be viewed under applicable debtor/creditor and/or 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

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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 Combination Period 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.

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.

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.

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 us.

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.

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.

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:

McEntee 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 have any full-time employees prior to the completion of our initial Business Combination.

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 have any full-time

employees prior to the completion of our initial Business Combination.

Periodic Reporting and Financial Information

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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.

Report, contain financial statements audited and reported on by Withum, our independent registered public accounting firm.

current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the

consummation of our initial Business Combination.

We will provide shareholders

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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

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

These financial statements 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 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.

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

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

We will be required to evaluate

We are required to evaluate

our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

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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 have filed a Registration

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

As a result, we are subject

to the rules and regulations promulgated under the Exchange Act.

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

or other obligations under the Exchange Act prior or subsequent to the consummation of our initial Business Combination.

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

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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.

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

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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

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.

1 unchanged sentence

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.

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

We will remain an emerging

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we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller

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 statement.

disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller

3 unchanged sentences

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 Nasdaq corporate governance standards.

Under Nasdaq corporate governance

standards, 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.

do not intend to 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