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Item 1. Business

2026-03-09 compared with 2025-03-21 · 1139 added, 419 removed, 14 unchanged (99% of the section changed)

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.

We have not selected any Business Combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.

We may pursue an initial Business Combination in any business or industry but expect to focus on a target in retail finance, specialty finance, or financial technology that are positioned to benefit directly from the growth of economic stability and financial technologies in their target markets, a sector which we refer to as “emerging finance.” Our Management Team consists of seasoned investors and industry executives with an extensive track record of identifying, investing, building, operating and advising leading businesses.

In particular, the Management Team possesses a deep understanding of multiple sectors within emerging finance, including retail finance, specialty finance, renewable energy financing, financial technology and real estate finance.

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.

Initial Public Offering

On June 20, 2024, we consummated our Initial Public Offering of 16,000,000 Units, including the issuance of 1,000,000 Units as a result of the underwriters’ partial 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 our Company of $160,000,000.

Simultaneously with the closing of the Initial Public Offering, we completed the private sale of an aggregate of 5,000,000 Private Placement Warrants to our Sponsor and the underwriters of the Initial Public Offering in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,000,000.

A total of $160,000,000, comprised of $157,000,000 of the proceeds from the Initial Public Offering and $3,000,000 of the proceeds of 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.

Our Management Team is led by Gautam Ivatury, our Chairman of the Board and Chief Executive Officer, Edward Lifshitz, our Chief Financial Officer, and Eric Lifshitz, our director and Chief Operating Officer, who have many years of experience in emerging finance.

We must complete our initial Business Combination by June 20, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering.

If our initial Business Combination is not consummated by the end of our Combination Period, then, unless our Board of Directors shall otherwise determine, our existence will terminate, and we will distribute all amounts in the Trust Account.

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 Sponsor may also, in its discretion, explore transactions under which it would sell its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Market Overview – Emerging Finance Sector

Advancements in financial technology, specifically in artificial intelligence and cloud-based platforms, present attractive opportunities within the emerging finance sector.

A diversity of product offerings and faster decision-making are changing the lending landscape with fintech at its core.

The 2022 Survey and Diary of Consumer Payment Choice from the Federal Reserve Bank of Atlanta states that two-thirds of U.S.

consumers had adopted an online payment account and almost half reported that they had been offered to make a purchase using “buy now, pay later” in the prior 30 days, up from one-third in 2021.

According to the Digital Lending Market (2024 – 2029) report by Mordor Intelligence, a major portion of this growth is due to increasing usage of smartphones and tablets and the digital lending market was valued at $453.32 billion in 2024 and is expected to reach $795.34 billion by 2029.

The global fintech market size is expected to grow to approximately $882 billion, with a compound annual growth rate (CAGR) of approximately 17% from 2022 to 2030, according to FinTech Market Size report, dated November 2023, by Fortune Business Insights.

Cross-border digitally delivered services are the fastest growing segment of international trade, growing annually at 8.1% between 2005 and 2022 compared to 5.6% for goods exports, according to the United Nations Conference on Trade and Development.

We believe the emerging finance sector, and the broader fintech industry within the United States and globally, is ripe for investment given a rapidly expanding ecosystem supported by increasing private investment and continuing public investment support.

The International Finance Corporation of the World Bank sized the total unmet demand for credit from micro- and small enterprises across emerging markets, alone, as $5 trillion in 2020.

Bain Consulting forecasts compound annual growth of 29% in digital lending in Southeast Asia, as an example of one of several sub-sectors of the emerging finance sector which is experiencing growth.

We believe many of the hundreds of companies funded in the United States and globally by these private investments are positioned to be successful and disruptive public companies.

Furthermore, we believe many of these companies have significant growth capital requirements and would benefit from access to public markets.

Despite these trends, there are currently few public options for investors in the broad emerging finance sector.

We also believe our Board and Management Team’s particular network and domain expertise in emerging finance will enable us to identify many potential targets that are attractive acquisition opportunities and positioned to deliver substantial value to shareholders in the public markets.

The subsectors within the emerging finance sector that we intend to focus on are:

Micro, Small and Medium Enterprises (“MSME”) finance, specialty finance, renewable energy financing, and digital payments.

We believe there are companies in these sectors that are well-positioned to capitalize on growth trends in their markets.

Micro, Small and Medium Enterprises (MSME) Finance

MSMEs are key drivers behind innovation and economic growth, accounting for up to 40% of the GDP in emerging economies according to a report from the World Bank.

Small and medium enterprises (“SMEs”) are defined as those with 11 – 250 employees.

Particularly in developing economies, MSMEs play an essential role for job creation and for reducing poverty levels that may improve economic stability and better standard of living.

According to the SME Finance Forum, 131 million or 41 percent of formal MSMEs in developing countries have unmet financing needs.

The resulting gap in financing has led to the emergence of a multitude of attractive and growing targets focused on servicing, financing and digitizing the infrastructure of MSMEs.

The digital transformation of SMEs can reduce their operational costs and increase their productivity, which in turn can lead to more transparency and better access to finance.

Digitalization also enables the introduction of new products and services, and a wider incorporation of SMEs into the formal economy leading to further financing opportunities.

Specialty Finance

Specialty finance provides critical funding across countries, including consumer-related debt (residential mortgages, credit cards, student, home improvement, and solar loans), as well as non-consumer assets, such as equipment-based lending and aircraft leasing.

PIMCO, in its October 2023 report entitled Specialty Finance:

The $20 Trillion Next Frontier of Private Credit, estimates the specialty finance market as about four times the size of the U.S.

and European leveraged finance and private corporate direct lending markets.

PIMCO notes that there has steadily been a migration of financing activity into a newer ecosystem dominated by specialty finance lenders, and away from banks.

The segments PIMCO sees most opportunity in include residential mortgage credit, solar loans, equipment finance and selectively, prime and non-prime consumer lending.

Renewable Energy Financing

Financing for renewable energy companies continues to gain traction.

Improvements in technology and economic development, increasing awareness of climate change and support for clean energy, and the need for additional power capacity to support electric grids are a few of the many drivers for the growth in renewable energy generally and renewable energy finance in particular.

We intend to focus on energy produced from solar energy and wind and the various ways to capitalize on the increasing demand for these types of clean energy.

According to the U.S.

Energy Information Administration, from 2009 through 2022, installed solar capacity increased at an average rate of 44% per year in the United States, which is greater than any other energy-generating source.

In rural areas and underserved developing countries, solar provides energy access for off-grid residences and businesses.

Digital Payments

The transaction value of the digital payments market is expected to reach $10.64 trillion in 2024, and it is projected to be worth $14.78 trillion by 2027, registering a CAGR of 11.58% during the period of 2024 – 2027, according to Statista.

Research published by the Federal Reserve Bank of Atlanta finds that in 2022, two-thirds of Americans used some form of electronic way to pay from a bank account in the past 30 days.

McKinsey’s 2023 Digital Payments Consumer Survey reported in October 2023 that for the first time, 9 out of 10 consumers say they had used some form of digital payment over the course of the year.

Among 18 – 24 year olds, 32 percent had used in-store digital payments, an adoption rate double that of the 55-plus cohort.

Globally, rapid growth in, and accessibility to, technology has improved access and allows for anytime anywhere services for retail users.

Our Management and Board of Directors

Our officers and directors consist of seasoned investors and industry executives with an extensive track record of identifying, investing, building, operating and advising leading businesses.

In particular, the team possesses a deep understanding of multiple sectors within emerging finance, including retail finance, specialty finance, renewable energy financing, financial technology and real estate finance.

We believe our Management Team will be able to source attractively valued and high-growth investment opportunities through our Management Team’s extensive experience and network, including by forging strategic alliances with leading players in emerging finance and global fintech.

Additionally, we believe that our Management Team has the operational expertise to drive efficiencies at a target company following a Business Combination, and, given our Management Team’s extensive experience with public market investors, is well positioned to develop a thoughtful investor relations strategy.

Our officers and directors combined have more than 100 years of financial experience.

Members of our Management Team have founded various financial technology, lending, and investment companies.

With more than 30 years of operating and managerial experience and billions of dollars invested and managed globally — including in the United States, Latin America, Sub-Saharan Africa, and Asia, our Management Team is well-qualified to evaluate and advise a growing company for an attractive merger in the emerging finance sector.

Members of our Management Team are pioneers and leaders in the industry who have received recognition and prestigious awards, delivered academic lectures, published, and participated on conference panels.

Our team includes current and former executives and business leaders from firms, including the World Bank, EisnerAmper, Mosaic, Goal Structured Solutions and Fidelity Investments.

The past performance of our Management Team or their respective affiliates is not a guarantee either (i) of success with respect to any Business Combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination.

No member of our Management Team has had management experience with SPACs in the past.

You should not rely on the historical record of our Management Team’s or their respective affiliates’ performance as indicative of our future performance.

Business Combination Criteria

While we may acquire a business in any industry and in any geography, we plan to focus our pursuit for Business Combination opportunities with companies operating in the emerging finance sector, including but not limited to, specialty finance companies, alternative lenders, payments businesses, fintech companies and similar businesses.

These include, but are not limited to, businesses that make loans to consumers, small enterprises, household asset purchasers, students and other individuals, as well as businesses that offer them payments, financing and other services.

Our objective is to focus on seeking a Business Combination in the emerging finance sector, which capitalizes on our Management Team’s extensive expertise.

We expect to utilize our Management Team’s experience in operating and leading businesses in these fast-growing sectors and to leverage their network of relationships to identify attractive high-growth businesses within our areas of focus.

We believe our Management Team is well positioned to create value for our shareholders, and that our contacts and sources, including those developed during decades of global operating and investment experience in our target sectors, and as owners of private and public companies, will allow us to identify and generate attractive acquisition opportunities.

We believe many potential Business Combination targets within our universe of consideration could benefit from access to the public markets but have thus far been unable to do so due to a variety of reasons, including lack of scale and perceived volatility of the creative businesses.

For the consummation of our initial Business Combination, we will be targeting entities that can provide meaningful financial scale and immediately identifiable cost and operational improvements that will support an expanded presence in the marketplace.

We intend to focus our investment effort broadly across the United States as well as global markets.

We believe that the operating expertise of our Management Team in emerging finance across multiple industry verticals will give us a large, addressable universe of prospective Business Combination targets.

We intend to target an initial Business Combination that has one or more of the following characteristics:

Substantial opportunity for growth following a Business Combination.

Favorable sector and market dynamics including large unmet demand, which may drive organic growth with additional opportunities for add-on acquisitions.

Leadership position .

are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination

with one or more businesses or entities.

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

Our Management Team

consists of seasoned investors and industry executives with an extensive track record of identifying, investing, building, operating

and advising leading businesses.

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, including the Everli Business Combination

(as described below).

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

until we consummate our initial Business Combination.

Public Offering

IPO Registration Statement became effective on June 17, 2024.

20, 2024, we consummated our Initial Public Offering of 16,000,000 Units, including 1,000,000 Option Units issued pursuant to the partial

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 our Company of $160,000,000.

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 5,000,000 Private Placement Warrants to our

Sponsor, CCM and Seaport in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds

to our Company of $5,000,000.

Of those 5,000,000 Private Placement Warrants, (i) the Sponsor purchased 3,500,000 Private Placement Warrants

and (ii) CCM and Seaport purchased an aggregate to 1,500,000 Private Placement Warrants.

The Private Placement Warrants are identical

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

total of $160,000,000, comprised of $157,000,000 of the proceeds from the Initial Public Offering and $3,000,000 from the proceeds of

the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

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

Our Management Team is led by (i) Gautam

Ivatury, our Chairman of the Board and Chief Executive Officer, (ii) Edward Lifshitz, our Chief Financial Officer, and (iii) Eric Lifshitz,

our director and Chief Operating Officer.

Collectively, they bring many years of experience in retail finance, specialty finance, and

financial technology and are well positioned to capitalize on the growth of economic stability and financial technologies in their target

markets (collectively, “Emerging Finance”).

We must complete our initial Business Combination by (i) June 20, 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.

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 Public Shareholders, who will be provided the opportunity

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

Such redemptions will decrease the amount

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

In addition, the Nasdaq

Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement.

If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from

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 .

Business Combination

below subsection describes the material provisions of the Everli Merger Agreement, but does not purport to describe all of the terms

This summary of the Everli Merger Agreement is qualified in its entirety by reference to the complete text of the Everli Merger

Agreement, First Everli Merger Agreement Amendment and Second Everli Merger Agreement Amendment, copies of which are filed with the Report

as Exhibits 2.1, 2.2 and 2.3, respectively, and are incorporated by reference herein.

Unless otherwise defined herein, the capitalized

terms used in this subsection have the same meanings given to them in the Everli Merger Agreement.

Unless otherwise indicated, this Report

does not assume the closing of the Everli Business Combination.

Terms and Effects;

Merger Consideration

On July 30, 2025, we entered

into the Everli Merger Agreement with (i) the Merger Sub, (ii) Everli, (iii) the Sponsor, as the SPAC Representative, and (iv) the Escrowed

On October 2, 2025, the parties to the Everli Merger Agreement entered into the First Everli Merger Agreement Amendment, pursuant

to which, the deadline for Everli to procure at least $10,000,000 in Bridge Financing (as defined and described below), the failure of

which entitles Everli to terminate the Everli Merger Agreement, was extended from September 30, 2025 to October 21, 2025.

8, 2025, the parties to the Everli Merger Agreement entered into the Second Everli Merger Agreement Amendment, pursuant to which the

parties thereto extended the GAAP Audit Delivery Date (as defined and described below) from November 30, 2025 to January 16, 2026.

have waived the right to receive the GAAP Audited Everli Financials (as defined below) by the GAAP Audit Delivery Date, provided that

such deliverables are received by January 31, 2026.

Such deliverables were received by January 31, 2026.

to the Everli Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the effective time of the merger

between Merger Sub and Everli (the “Effective Time”), we will continue out of the Cayman Islands and into the State of Nevada

and domesticate as a Nevada corporation (the “Domestication”), and (ii) at the Effective Time, Merger Sub will merge with

and into Everli, with Everli continuing as the surviving entity and wholly-owned subsidiary of our Company, and with each Everli shareholder

receiving shares of our Common Stock (as defined below) at the Closing, as further described below.

Everli Merger Agreement provides that the total consideration received by the Everli security holders from us at the Closing will be

a number of shares of our Common Stock with an aggregate value equal to the sum of (i) One Hundred and Eighty Million Dollars ($180,000,000)

plus (ii) the gross proceeds of the Bridge Financing, if any, that has converted into Everli common stock, plus (iii) the Everli Equity

Investment (as defined below), if any (the “Merger Consideration,” and such shares the “Merger Consideration Shares”),

with each share of our Common Stock valued at $10.00.

Merger Consideration Shares will be divided into our Class A common stock, par value $0.0001 per share, following the consummation of

the Domestication (the “Class A Common Stock”), with one vote per share, and a new class of our Class B common stock, par

value $0.0001 per share, following the consummation of the Domestication (the “Class B Common Stock,” and together with the

Class A Common Stock, the “Common Stock”), with 30 votes per share.

The super voting rights of the Class B Common Stock will

sunset 12 years after the Closing.

The Everli shareholders will receive our Class A Common Stock and Class B Common Stock in proportion

to the number of shares of Everli Class A common stock and Everli Class B common stock that such shareholder owned immediately prior

to the Effective Time.

All Everli options, warrants, convertible debt and other convertible securities outstanding (other than any Bridge

Financing securities, which will convert into our Class A Common Stock at Closing) and not converted prior to the Closing will be terminated

as of the Closing.

or prior to the Closing, our Company, the SPAC Representative, the Escrowed Seller and Continental, as escrow agent (or another mutually

acceptable escrow agent) (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Closing, in a form

to be mutually agreed, pursuant to which we shall issue to the Escrow Agent from the Merger Consideration Shares otherwise issuable to

the Escrowed Seller, 1,500,000 shares of our Common Stock (which will solely consist of our Class A Common Stock, except to the extent

that there are not a sufficient number of shares of our Class A Common Stock that would otherwise be issuable to the Escrowed Seller,

in which case, our Class B Common Stock will be used to make up such shortfall) (together with any equity securities paid as dividends

or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) to

be held, along with any other dividends, distributions or other income on the Escrow Shares (together with the Escrow Shares, the “Escrow

Property”), in a segregated escrow account (the “Escrow Account”) for a period commencing on the Closing and ending

on the date that is twenty-four (24) months thereafter (the “Escrow Release Date”).

The Escrow Property shall be subject

to forfeiture upon the occurrence of certain specified events occurring prior to the Escrow Release Date, and it may be released from

the Escrow Account to the Escrowed Seller prior to the Escrow Release Date upon certain conditions as set forth in the Everli Merger

Representations

and Warranties

Everli Merger Agreement contains customary representations and warranties made by each of our Company and Everli.

Certain of the representations

and warranties are qualified by materiality or Material Adverse Effect, as well as information provided in the disclosure schedules to

the Everli Merger Agreement.

As used in the Everli Merger Agreement, “Material Adverse Effect” means, with respect to any

specified person or entity, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually

or in the aggregate, a material adverse effect upon (i) the business, assets, liabilities, customer relationships, operations, results

of operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability

of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Everli Merger

Agreement or the Ancillary Documents (as defined below) to which it is or is required to be a party or bound or to perform its obligations

thereunder, subject to subject to customary exceptions with respect to clause (i) above.

representations and warranties of the parties contained in the Everli Merger Agreement terminate and expire as of, and do not survive,

the Closing, and there are no indemnification rights for another party’s breach.

The covenants and agreements of the parties contained

in the Everli Merger Agreement terminate and expire as of, and do not survive, the Closing, except (i) those covenants and agreements

that by their terms expressly contemplate performance in whole or in part after the Closing, which covenants and agreements will survive

the Closing until fully performed in accordance with their terms, and then only with respect to any breaches occurring after the Closing,

and (ii) the trust waiver and miscellaneous provisions of the Everli Merger Agreement, including the specific indemnification provided

by Everli for certain identified matters, which are secured by the Escrow Shares.

of the Parties

party agreed in the Everli Merger Agreement to use its commercially reasonable efforts to effect the Closing.

The Everli Merger Agreement

also contains certain customary covenants by each of the parties during the period between the signing of the Everli Merger Agreement

and the earlier of the Closing or the termination of the Everli Merger Agreement in accordance with its terms (the “Interim Period”),

including those relating to:

(i) the provision of access to their properties, books and personnel;

(ii) the operation of their respective

businesses in the ordinary course of business;

(iii) the provision of financial statements by Everli to us;

(iv) our public filings;

(v) no insider trading;

(vi) notifications of certain breaches, consent requirements or other matters;

(vii) efforts to consummate the

(viii) tax matters;

(ix) further assurances;

(x) public announcements;

and (xii) confidentiality.

Each party also agreed during

the Interim Period not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal

for an alternative competing transactions, to notify the others as promptly as practicable in writing of the receipt of any inquiries,

proposals or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public

information relating to such transaction, and to keep the other party informed of the status of any such inquiries, proposals, offers

or requests for information.

Everli Merger Agreement also contains certain customary post-Closing covenants regarding (a) maintenance of books and records;

(b) indemnification

of directors and officers and the purchase of directors’ and officers’ tail liability insurance;

and (c) use of trust account

Company and Everli agreed to file the Everli Registration Statement to register our Common Stock, which is deemed reissued in the Domestication,

and the shares of our Common Stock to be issued as Merger Consideration under the Everli Merger Agreement.

The Everli Registration Statement

also will contain a proxy statement to solicit proxies from our shareholders to approve, among other things, (i) the Everli Merger Agreement

and the Everli Business Combination, including the Merger and the Domestication;

(ii) the issuance of any shares in connection with the

Transaction Financing (as defined below) and Domestication, including the approval of the issuance of more than 20% of the outstanding

shares of our Common Stock;

(iii) the effecting of the Domestication, including adoption of our new organizational documents after the

Domestication;

(iv) the adoption and approval of our new amended and restated organizational documents to be adopted upon the Closing;

(v) the adoption and approval of a new equity incentive plan providing for awards for a number of shares equal to 15% of the aggregate

number of shares of our Common Stock issued and outstanding immediately after the Closing (after giving effect to the Closing Redemptions

(as defined below));

and (vi) the appointment of the post-Closing board of directors.

addition, Everli agreed to use its commercially reasonable efforts to as promptly as practicable after the Everli Registration Statement

has become effective to obtain its required shareholder approvals in the manner required under its organizational documents and applicable

law for, among other things, the adoption and approval of the Everli Merger Agreement, Ancillary Documents and the Everli Business Combination,

including enforcing the Voting Agreement (as defined and described below) in connection therewith.

parties agreed that the post-Closing board of directors will consist of five directors.

Four directors will be designated by Everli prior

to the Closing, of which three directors will qualify as “independent directors” under the Nasdaq Rules and one director

will be designated by us prior to the Closing, which director will qualify as an independent director under the Nasdaq Rules.

agreed to use our reasonable best efforts during the Interim Period to enter into financing agreements with potential investors (whether

structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into

or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or otherwise), in each case

on terms mutually agreeable to Everli and our Company, in an aggregate amount of up to $30,000,000 (the “PIPE Investment”).

We also agreed to use our reasonable best efforts to introduce Everli to investors to enter into financing agreements for senior secured

convertible debt investments into Everli, on terms mutually agreeable to Everli and our Company, for an aggregate amount equal to at

least $10,000,000 (the “Bridge Financing”).

agreed to use its reasonable best efforts during the Interim Period to enter into financing agreements with potential investors, for

equity investments in Everli on terms mutually agreeable to Everli and our Company, in an aggregate amount to be determined by our Company

and Everli (an “Everli Equity Investment,” and together with the Bridge Financing, and the PIPE Investment, the “Transaction

Everli agreed to use its

reasonable best efforts to deliver to us as promptly as reasonably practicable following the date of the Everli Merger Agreement, but

in any event no later than January 16, 2026 (the “GAAP Audit Delivery Date”), pursuant to the Second Everli Merger Agreement

Amendment, its GAAP audited financial statements for the fiscal years ended December 31, 2023 and December 31, 2024 (the “GAAP

Audited Everli Financials”).

We have waived (i) the right to receive the GAAP Audited Everli Financials by the GAAP Audit Delivery

Date, provided that such deliverables are received by January 31, 2026, which deliverables were received by January 31, 2026, (ii) the requirement for GAAP audited financial statements for

the fiscal year ended December 31, 2023 to be delivered, (iii) the requirement that GAAP Audited Everli Financials show at least $15

million in net revenue for its fiscal year ended December 31, 2024, and (iv) the requirement that Everli designate three directors who

qualify as an independent director under Nasdaq rules, provided that its designate at least two such directors who qualify as independent.

also agreed to use our commercially reasonable efforts to obtain, as promptly as practicable after the date of the Everli Merger Agreement,

a written opinion from a reputable investment bank or valuation expert, reasonably acceptable to Everli, that the consideration provided

by our Company to the Everli shareholders under the Everli Merger Agreement is fair to us and its shareholders (the “Fairness Opinion”).

Everli Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived):

(i) approval of our shareholders;

(ii) approval of the shareholders of Everli;

(iii) approvals of any required governmental authorities

and completion of any antitrust expiration periods;

(iv) procurement of requisite consents;

(v) no law or order preventing the Everli

Business Combination;

(vi) the Everli Registration Statement having been declared effective by the SEC;

(vii) approval of our Class A

Common Stock for listing on Nasdaq;

and (viii) consummation of the Domestication.

shall also be a mutual closing condition that we shall have cash and cash equivalents equal to at least $10,000,000 consisting of (x)

funds remaining in our Trust Account (after giving effect to the completion and payment of the redemption of our Public Shareholders

(the “Closing Redemptions”), plus (b) the gross proceeds from any PIPE Investment from our existing investors or investors

participating in a Transaction Financing first introduced by us, less (y) (A) any of our expenses that remain outstanding at the Closing,

(B) any Excise Tax due or that will become due as a result of the redemptions of our Public Shares or shares of our Common Stock and

addition, unless waived by Everli, the obligations of Everli to consummate the Everli Business Combination are subject to the satisfaction

of the following additional Closing conditions, in addition to the delivery by our Company of customary certificates and other Closing

deliverables:

(i) our representations and warranties being true and correct as of the date of the Everli Merger Agreement and the date

of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers);

(ii) our Company having

performed in all material respects our obligations and complied in all material respects with our covenants and agreements under the

Everli Merger Agreement required to be performed or complied with by it on or prior to the date of the Closing;

and (iii) the absence

of any Material Adverse Effect with respect to our Company since the date of the Everli Merger Agreement that is continuing and uncured.

waived by us, the obligations of our Company and Merger Sub to consummate the Business Combination are subject to the satisfaction of

the following additional Closing conditions, in addition to the delivery by Everli of customary certificates and other Closing deliverables

and Ancillary Documents:

(i) the representations and warranties of Everli being true and correct as of the date of the Everli Merger

Agreement and the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers);

(ii) Everli having performed in all material respects its obligations and complied in all material respects with its covenants and agreements

under the Everli Merger Agreement required to be performed or complied with or by it on or prior to the date of the Closing;

the absence of any Material Adverse Effect with respect to Everli and its subsidiaries since the date of the Everli Merger Agreement

which is continuing and uncured.

Everli Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including:

(i) by mutual written consent of our Company and Everli;

(ii) by either our Company or Everli, if any of the conditions to Closing have

not been satisfied or waived by March 31, 2026 (with such date being automatically extended in the event we obtain an extension of the

Combination Period);

(iii) by either our Company or Everli, if a governmental authority of competent jurisdiction has issued an order

or taken any other action permanently restraining, enjoining or otherwise prohibiting the Everli Business Combination, and such order

or other action has become final and non-appealable;

(iv) by either our Company or Everli in the event of the other party’s uncured

breach, if such breach would result in the failure of the related Closing condition (and so long as the terminating party is not in breach

under the Everli Merger Agreement so as to prevent the conditions to Closing to be satisfied);

(v) by us if there has been a Material

Adverse Effect on Everli and its subsidiaries following the date of the Everli Merger Agreement, which is uncured and continuing;

by either our Company or Everli, if we holds the extraordinary general meeting of our shareholders to approve the Everli Merger Agreement

and the Everli Business Combination, and the required shareholder approval is not obtained;

(vii) by either our Company or Everli, if

Everli holds its special meeting, and the required Everli shareholder approval is not obtained;

(viii) by us, if Everli has not delivered

the GAAP Audited Everli Financials to us on or before January 16, 2026 or if the GAAP Audited Everli Financials show less than $15,000,000

in net revenue for Everli’s fiscal year ended December 31, 2024;

(ix) by us, if we have not obtained the required Fairness Opinion

within 30 days after the date of the Everli Merger Agreement;

and (x) by Everli, if Everli has not procured at least $10,000,000 in Bridge

Financing on or prior to October 21, 2025, pursuant to the First Everli Merger Agreement Amendment.

the Everli Merger Agreement is terminated, subject to the payment of a termination fee, if applicable, all further obligations of the

parties under the Everli Merger Agreement (except for certain obligations related to publicity, confidentiality, fees and expenses, trust

fund waiver, no recourse, termination and general provisions) will terminate, and no party to the Everli Merger Agreement will have any

further liability to any other party thereto except for liability for fraud or for willful breach of any covenant, obligation or agreement

in the Everli Merger Agreement prior to termination.

the event of a termination of the Everli Merger Agreement as a result of a material breach by either party, the breaching party will

be required to pay a termination fee of $1,500,000 to the non-breaching party.

We may elect to satisfy our obligation to pay such termination

fee, in whole or in part, through the transfer of shares of our Class A Common Stock (valued at $10.00 per share) and Private Placement

Warrants (valued at $1.00 per warrant) held by the Sponsor.

Account Waiver

and the Escrowed Seller each agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or

to any monies in our Trust Account held for our Public Shareholders, and agreed not to, and waived any right to, make any claim against

the Trust Account (including any distributions therefrom) other than in connection with the Closing.

Representative

Sponsor is serving as the SPAC Representative under the Everli Merger Agreement, and in such capacity represents the interests of our

shareholders (other than the Escrowed Seller) and their respective successors and assignees after the Closing with respect to the Everli

Merger Agreement and certain Ancillary Documents following the Closing.

Everli Merger Agreement is governed by the laws of the State of New York, and the parties are subject to exclusive jurisdiction of federal

and state courts located in the State of New York (and any appellate courts thereof).

Simultaneously

with the execution and delivery of the Everli Merger Agreement, our Company and Everli entered into a Voting Agreement (the “Voting

Agreement”) with Palella Holdings LLC, the majority shareholder of Everli (“Palella Holdings”).

Under the Voting Agreement,

Palella Holdings agreed to vote all of its shares of Everli in favor of the Everli Merger Agreement and the Everli Business Combination

and to otherwise take (or not take, as applicable) certain other actions in support of the Everli Merger Agreement and the Everli Business

Combination and the other matters to be submitted to the Everli shareholders for approval in connection with the Everli Business Combination,

in the manner and subject to the conditions set forth in the Voting Agreement, and provide a proxy to our Company to vote such Everli

shares accordingly (subject to the condition that the Everli Registration Statement has been declared effective by the SEC, provided

that the covenants not to take certain actions to delay, impair or impede the Everli Business Combination as set forth in the Voting

Agreement shall take effect from the date such agreements are executed).

The Voting Agreement prevents transfers of the Everli shares

held by the Everli shareholders thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted

transfers where the recipient also agrees to comply with the Voting Agreement.

Simultaneously

with the execution and delivery of the Everli Merger Agreement, Palella Holdings will enter into a Lock-Up Agreement with our Company

(the “Lock-Up Agreement”).

Pursuant to the Lock-Up Agreement, Palella Holdings agreed not to, during the period commencing

from the Closing and ending on the earliest of (x) six months after the Closing (y) commencing at least 90 days after the Closing, the

date the closing price of shares of our Common Stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations,

share capitalizations, stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30 trading period or (z) the date we consummate a liquidation, merger, share exchange or other similar transaction with

an unaffiliated third party after the Closing):

(i) sell, offer to sell, contact or agree to sell, hypothecate, pledge, lend, encumber,

donate, assign, grant any option, right or warrant to purchase, purchase any option or contract to sell, or otherwise dispose of or enter

into any agreement to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease

a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules of regulation of the SEC promulgated thereunder,

with respect to any Restricted Securities (as defined in the Lock-Up Agreement), (ii) enter into any swap or other arrangement that transfers

to another, in whole or in part, any of the economic consequences of ownership of such Restricted Securities, or (iii) publicly disclose

the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery

of Restricted Securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where

the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).

Non-Competition

Simultaneously

with the execution and delivery of the Everli Merger Agreement, Palella Holdings entered into a non-competition and non-solicitation

agreement (the “Non-Competition Agreement”) in favor of Everli and our Company and their respective present and future successors

and direct and indirect subsidiaries (collectively, the “Covered Parties”).

Under the Non-Competition Agreement, pursuant

to which Palella Holdings agreed not to compete with the Covered Parties during the two-year period following the Closing and, during

such two-year restricted period, not to solicit employees or customers of such entities.

The Non-Competition Agreement also contains

customary confidentiality and non-disparagement provisions.

Rights Agreement

connection with the Closing, our Company and certain of the Everli shareholders who are expected to be Affiliates of our Company immediately

after the Closing will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which

such Everli shareholders will be granted certain registration rights with respect to their shares of our Common Stock received as Merger

Consideration, on the terms and subject to the conditions set forth in the Registration Rights Agreement.

Agreement Amendment

Simultaneously

or prior to the Closing, our Company and the Sponsor shall enter into an amendment to the Letter Agreement, in a form to be mutually

agreed (the “Letter Agreement Amendment”), pursuant to which, among other matters, effective as of the Closing, the post-Closing

lock-up period applicable to our Class A Common Stock issued in exchange for the Founder Shares held by the Sponsor and such insiders,

pursuant to the Everli Merger Agreement will be reduced from one (1) year to six (6) months (subject to early release upon certain customary

specified events), and pursuant to which Everli will be given third-party beneficiary rights thereunder.

Voting Agreement, Lock-Up Agreement, Non-Competition Agreement and form of Registration Rights Agreement (together with the Letter Agreement

Amendment, collectively, the “Ancillary Documents”) are filed herein as Exhibits 10.9, 10.10, 10.11 and 10.12, respectively,

and are incorporated herein by reference, and the foregoing descriptions of the Voting Agreement, Lock-Up Agreement, Non-Competition

Agreement and Registration Rights Agreement are qualified in their entirety by reference thereto.

Management and Board of Directors

officers and directors consist of seasoned investors and industry executives with an extensive track record of identifying, investing,

building, operating and advising leading businesses.

We believe our Management Team will be able to source attractively valued and high-growth

investment opportunities through our Management Team’s extensive experience and network.

Additionally, we believe that our Management

Team has the operational expertise to drive efficiencies at a target company following a Business Combination, and, given our Management

Team’s extensive experience with public market investors, is well positioned to develop a thoughtful investor relations strategy.

officers and directors combined have more than 100 years of financial experience.

Members of our Management Team have founded various

financial technology, lending, and investment companies.

With more than 30 years of operating and managerial experience and billions

of dollars invested and managed globally — including in the United States, Latin America, Sub-Saharan Africa, and Asia, our Management

Team is well-qualified to evaluate and advise a growing company for an attractive merger.

Members of our Management Team are pioneers

and leaders in the industry who have received recognition and prestigious awards, delivered academic lectures, published, and participated

on conference panels.

Our Management Team includes current and former executives and business leaders from firms, including the World

Bank, EisnerAmper, Mosaic, Goal Structured Solutions and Fidelity Investments.

past performance of our Management Team or their respective affiliates is not a guarantee either (i) of success with respect to any Business

Combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination.

member of our Management Team has had management experience with SPACs in the past.

You should not rely on the historical record of our

Management Team’s or their respective affiliates’ performance as indicative of our future performance.

Combination Criteria

we may acquire a business in any industry and in any geography, we may focus our pursuit for Business Combination opportunities with

companies operating in the Emerging Finance sector, including but not limited to, specialty finance companies, alternative lenders, payments

businesses, fintech companies and similar businesses.

These include, but are not limited to, businesses that make loans to consumers,

small enterprises, household asset purchasers, students and other individuals, as well as businesses that offer them payments, financing

and other services.

A Business Combination in the Emerging Finance sector may capitalize on our Management Team’s extensive expertise.

We expect to utilize our Management Team’s experience in operating and leading businesses in these fast-growing sectors and to

leverage their network of relationships to identify attractive high-growth businesses within our areas of focus.

believe our Management Team is well positioned to create value for our shareholders, and that our contacts and sources, including those

developed during decades of global operating and investment experience in our target sectors, and as owners of private and public companies,

will allow us to identify and generate attractive acquisition opportunities.

believe many potential Business Combination targets within our universe of consideration could benefit from access to the public markets,

but have thus far been unable to do so due to a variety of reasons, including lack of scale and perceived volatility of the creative

For the consummation of our initial Business Combination, we will be targeting entities that can provide meaningful financial

scale and immediately identifiable cost and operational improvements that will support an expanded presence in the marketplace.

have focused our investment effort broadly across the United States, as well as global markets.

We believe that the operating expertise

of our Management Team in Emerging Finance across multiple industry verticals will give us a large, addressable universe of prospective

Business Combination targets.

We target an initial Business Combination that has one or more of the following characteristics:

● Substantial

opportunity for growth following a Business Combination .

Favorable sector and market

dynamics including large unmet demand, which may drive organic growth with additional opportunities

for add-on acquisitions.

Defensible or disruptive niche, differentiated technology, competitive advantages.

Track record of profitability .

record of profitability .

Long-term sustainable cash flows from competitive advantages.

Public company readiness .

Proven public-ready management team, corporate governance, and reporting policies.

Strong & qualified management team .

Public-ready teams, proven track records driving revenue and value creation for shareholders.

Mid-cap initial enterprise value .

Enterprise value $400 million – $1.2 billion with readiness to grow.

The parameters mentioned above are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our Management Team may deem relevant.

In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial Business Combination, which would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC.

In evaluating a prospective target business, we conduct a due diligence review that encompasses, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information that are made available to us.

We will also utilize our operational and capital allocation experience.

Sourcing of Potential Business Combination Targets

We believe that the operational and transactional experience of our Management Team and members of our Sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential Business Combination targets.

These individuals and entities have developed a broad network of contacts and corporate relationships around the world.

This network has continued to grow:

(1) through the activities of our leadership team, including launching new businesses and sourcing, acquiring and financing and investing in businesses, (2) through the reputation of our leadership team for integrity and fair dealing with sellers, financing sources and target management teams, and (3) through the experience of our leadership team in executing transactions under varying economic and financial market conditions.

In addition, members of our leadership team have developed contacts derived directly from serving on the boards of directors of several private companies.

This network has provided our leadership team with a flow of referrals, which in the past has resulted in transactions which were proprietary or where a limited group of investors were invited to participate in the process.

We believe that this network will provide us with multiple Business Combination opportunities.

In addition, we anticipate that target Business Combination candidates may be brought to our attention by various sources within our network, including participants in our targeted markets and their advisors, private equity funds, investment banks and large business enterprises seeking to divest noncore assets or divisions.

This network has been developed through our leadership team’s demonstrated success both investing in and operating businesses across a variety of industries, developing a distinctive combination of capabilities including:

a track record of creating and growing large scale platforms;

M&A experience, including driving transformational transactions;

the ability to enhance and advise management teams as they transition from private to public markets;

global investing and operating experience including in the United States, Latin America, Europe and emerging markets;

experience driving capital allocation decisions at the corporate level;

understanding of public market performance and requirements;

history of sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses;

deep relationships with sellers, financing providers and target management teams;

an extensive history of accessing the capital markets across various business cycles, including financing and investing in businesses and assisting private companies’ transition to public ownership.

Our leadership team has communicated with their network of relationships to articulate the parameters for our search for a target company and a potential Business Combination and begin the process of pursuing and reviewing potential opportunities.

We are not prohibited from pursuing an initial Business Combination with a Business Combination target that is affiliated with our Sponsor, officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers or directors (or their respective affiliates or related entities).

In the event that we seek to complete our initial Business Combination with a company that is affiliated with our Sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that our 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.

Initial Business Combination

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 underwriting commissions and taxes payable on the interest earned on the Trust Account).

company readiness .

Proven public-ready management team, corporate governance, and reporting

& qualified management team .

Public-ready teams, proven track records driving revenue

and value creation for shareholders.

initial enterprise value .

Enterprise value $400 million – $1.2 billion

with readiness to grow.

parameters mentioned above are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial Business

Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that

our Management Team may deem relevant.

In the event that we decide to enter into our initial Business Combination with a target business

that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our

shareholder communications related to our initial Business Combination, which would be in the form of proxy materials or tender offer

documents, as applicable, that we would file with the SEC, such as the Everli Registration Statement.

Business Combination

Nasdaq Rules require that we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of

the value of the assets held in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account,

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.

In the event that we seek to complete our initial Business Combination with a company that is affiliated with our

Sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will

obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for

the type of company we are seeking to acquire or from an independent accounting firm that our 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.

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

We anticipate structuring our initial Business Combination so that the post transaction company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial Business Combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the Business Combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target.

Additionally, pursuant

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

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

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

We may, however, structure our initial

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

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

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

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

under the Investment Company Act.

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

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

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

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

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

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.

Members of our Management Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination.

The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders.

If we are unable to complete our initial Business Combination within the Combination Period, the Founder Shares and Private Placement Warrants may expire worthless, except to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination.

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 provides that, to the fullest extent permitted by law:

(i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial Business Combination.

In addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination.

As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other SPAC with which they may become 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.

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.

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 makes 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.

We are an “emerging growth company,” as defined in the JOBS Act.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following June 20, 2029, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Ordinary Shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Ordinary Shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30.

In addition, prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment or removal of directors.

As a result, Nasdaq will consider 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.

We currently do not intend to rely on the “controlled company” exemption, but may do so in the future.

Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Financial Position

With funds available for a Business Combination initially in the amount of $164,407,016 as of December 31, 2024, before payment of $6,600,000 of deferred underwriting fees and taxes payable, if any, 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 allows 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.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time until the consummation of the initial Business Combination.

We intend to effectuate our initial Business Combination using cash from the proceeds of the 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 (including pursuant to forward purchase agreements or backstop agreements we may enter into), 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.

If our initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial Business Combination or used for redemptions of our Class A Ordinary Shares, we may use the balance of the cash released to us from the Trust Account following the closing of the Business Combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other companies, or for working capital.

We may pursue an initial Business Combination in any business or industry but expect to focus on targets in retail finance, specialty finance, or financial technology that are positioned to benefit directly from the growth of economic stability and financial technologies in their target markets, a sector which we refer to as “emerging finance.” Accordingly, there is no current basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial Business Combination.

Although our Management Team assesses the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial Business Combination and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account.

In addition, we are targeting businesses with enterprise values that are greater than we could acquire with the net proceeds of the 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.

Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our initial Business Combination.

In the case of an initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial Business Combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing.

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.

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

None of our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial Business Combination.

Sources of Target Businesses

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

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

These sources also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, also bring to our attention target business candidates that they become aware of 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.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

Prior to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account.

We will engage a finder only to the extent our Management Team determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management Team determines is in our best interest to pursue.

Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account.

We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors (or their respective affiliates or related entities).

In the event that 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 (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that our initial Business Combination is fair to our company from a financial point of view.

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.

Considering the fairness

opinion delivered by Houlihan Capital, LLC and based on the valuation analysis of our Management and Board of Directors, we have determined

that the fair market value of Everli was substantially in excess of 80% of the funds in the Trust Account and that the 80% Test was therefore

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

accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which

to effectuate our initial Business Combination.

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

paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even

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

If we are unable

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

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

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

declines in value and is unprofitable for Public Shareholders.

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

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

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

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

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

opportunity to such entities.

Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity 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 law.

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

(i) no individual serving

as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain

from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any

interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be

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

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

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

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

addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or

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

As a result, our Sponsor, officers and

directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other

SPAC with which they may become 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.

as a Public Company

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.

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.

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

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

we believe that our structure and our Management Team’s backgrounds makes 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.

funds available for a Business Combination as of December 31, 2025 in the amount of $177,405,977 (before redemptions, taxes payable on

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

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

reducing its 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 allows us to tailor the consideration

to be paid to the target business to fit its needs and desires.

Our Initial Business Combination

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time until the consummation of the

initial Business Combination.

We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public

Offering and the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination

(including pursuant to any forward purchase agreements or backstop agreements into which we may enter), 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.

our initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account

are used for payment of the consideration in connection with our initial Business Combination or used for redemptions of our Public Shares,

we may use the balance of the cash released to us from the Trust Account following the closing of the Business Combination for general

corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or

interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other companies, or for

working capital.

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

Although our Management Team assesses the risks inherent in a

particular target business with which we may combine, such as Everli, we cannot assure you that this assessment will result in our identifying

all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do

nothing to control or reduce the chances that those risks will adversely affect a target business.

may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial

Business Combination and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the

amounts held in the Trust Account.

In addition, we are targeting businesses with enterprise values that are greater than we could acquire

with the net proceeds of the 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.

Subject to compliance with applicable

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

In the case of an initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender

offer documents disclosing the initial Business Combination would disclose the terms of the financing and, only if required by law, we

would seek shareholder approval of such financing.

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 any forward purchase agreements or backstop agreements into which we may enter.

None of our Sponsor, officers, directors

or shareholders is required to provide any financing to us in connection with or after our initial Business Combination.

“Everli Business Combination” above for more information on the equity and financing arrangements in connection with the

Everli Business Combination.

of Target Businesses

business candidates, such as Everli, 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 also introduce us to target businesses in which they think we may be interested on an

unsolicited basis, since many of these sources know what types of businesses we are targeting.

Our officers and directors, as well as

their affiliates, also bring to our attention target business candidates that they become aware of 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.

we 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.

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

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

to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,

will be paid from funds held outside the Trust Account.

will engage a finder only to the extent our Management Team determines that the use of a finder may bring opportunities to us that may

not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management Team

determines is in our best interest to pursue.

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

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

are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers, directors,

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

directors or advisors.

While Everli is not affiliated with our Sponsor, officers, directors or advisors, in the event we do not consummate

the Everli Business Combination and we seek to complete our initial Business Combination with a company that is affiliated (as defined

in our Amended and Restated Articles) with our Sponsor, officers, directors or advisors, 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

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

Evaluation of a Target Business and Structuring of Our Initial Business Combination

In evaluating a prospective target business, we conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information 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.

The time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business.

Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

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

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

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

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business Combination with that business, our assessment of the target business’s management may not prove to be correct.

of a Target Business and Structuring of Our Initial Business Combination

evaluating a prospective target business, such as Everli, 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.

costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our

initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds available for

us to use to complete another Business Combination.

of Business Diversification

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

on the future performance of a single business, such as Everli.

Unlike other entities that have the resources to complete Business Combinations

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

mitigate the risks of being in a single line of business.

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

lack of diversification may:

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

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

initial Business Combination, and

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

Ability to Evaluate the Target’s Management Team

we closely scrutinize the management of a prospective target business, including the management team of Everli, when evaluating the desirability

of effecting our initial Business Combination with that business, our assessment of the target business’s management may not prove

to be correct.

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

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

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

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business Combination.

Moreover, we cannot assure you that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you 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, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of our Amended and Restated Charter.

However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

Under Nasdaq’s listing 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 Nasdaq rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares or voting power of 5% or more;

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

The decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

(i) the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place us at a disadvantage in the transaction or result in other additional burdens on us;

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

Furthermore, the future role of members of our Management Team, other than Mr.

Ivatury, who will continue serving as a director after

the Closing, in the target business cannot presently be stated with any certainty.

The determination as to whether any of the members

of our Management Team will remain with the combined company will be made in connection with our initial Business Combination.

it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination,

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

we cannot assure our shareholders that members of our Management Team will have significant experience or knowledge relating to the operations

of the particular target business.

than as described above in connection with the Everli 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.

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

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

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

May Not Have the Ability to Approve Our Initial Business Combination

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

and Restated Articles.

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

case with the Everli Business Combination as currently contemplated), or we may decide to seek shareholder approval for business or other

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);

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

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

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

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

(i) the timing of the transaction,

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

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

(ii) the expected

cost of holding a shareholder vote;

(iii) the risk that 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

If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination, although they are under no obligation or duty to do so.

Such a purchase may include a contractual acknowledgment that such 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, 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, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public 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 or Public Warrants in such transactions.

The purpose of any such transactions could be to (i) increase the likelihood of obtaining shareholder approval of the Business Combination, (ii) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in connection with our initial Business Combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met.

Any such purchases of our securities may result in the completion of our initial Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our Sponsor, directors, officers, advisors and their affiliates anticipate that they may identify the Public Shareholders with whom our Sponsor, directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the Public

Shareholders contacting us directly or by our receipt of redemption requests submitted by Public Shareholders (in the case of Public Shares) following our mailing of proxy materials in connection with our initial Business Combination.

To the extent that our Sponsor, directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming Public Shareholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination, but only if such Public Shares have not already been voted at the general meeting related to our initial Business Combination.

Our Sponsor, directors, officers, advisors and their affiliates will select from which Public Shareholders to purchase Public Shares 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 will be restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Additionally, in the event our Sponsor, directors, officers, advisors and their affiliates were to purchase 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 and their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

if our Sponsor, directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants 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 and their affiliates would not be voted in favor of approving the Business Combination transaction;

our Sponsor, directors, officers, advisors and 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 security holder meeting 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 and their affiliates, along with the purchase price;

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

the impact, if any, of the purchases by our Sponsor, directors, officers, advisors and their affiliates on the likelihood that the Business Combination transaction will be approved;

the identities of our security holders who sold to our Sponsor, directors, officers, advisors and 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 and their affiliates;

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

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial Business Combination, all or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of

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

The amount in the Trust Account was $10.28 per Public Share as of December 31, 2024 (before taxes payable, if any).

The per share amount we will distribute to investors who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection with the completion of our initial Business Combination.

Our proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any shares, and all Public Shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial Business Combination, all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated Charter would require shareholder approval.

So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with 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, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, so long as we offer redemption in connection with such amendment.

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:

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

file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.

If we seek shareholder approval, we will complete our initial Business Combination only if we receive an ordinary resolution under Cayman Islands law and our Amended and Restated Charter, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our shareholders.

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 and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) 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 Sponsor’s Founder Shares, we would need 5,189,190, or 32.4%, of the 16,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming all outstanding shares are voted 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 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 resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our shareholders.

In addition, prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of our initial Business Combination and (ii) will be 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 against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction.

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

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

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

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer period.

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

If Public Shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial Business Combination.

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 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 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 shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost.

If the proposed initial Business Combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by Public Shareholders who elected to redeem their Public Shares.

In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity 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 arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Limitation on Redemption Upon Completion of Our Initial Business Combination

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 provides that a Public Shareholder, together with any affiliate of such Public 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 redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the 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 holder’s shares are not purchased by us, our Sponsor or our Management at a premium to the then-current market price or on other undesirable terms.

By limiting our 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 would not be restricting our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business Combination.

Delivering Share Certificates in Connection with the Exercise of Redemption Rights

As described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

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

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 shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares may not be redeemed.

Given the relatively short exercise period, it is advisable for Public Shareholders to use electronic delivery of their Public Shares.

There is a nominal cost associated with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC system.

The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their Public Shares.

The need to deliver Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.

Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to 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 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.

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our Amended and Restated Charter provides 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 payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our initial Business Combination within the Combination Period.

Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period, although they will entitled to liquidating distributions from assets outside the Trust Account.

However, if our Sponsor or Management Team acquire Public Shares in or 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 the Letter 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 (net of taxes payable), 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 $878,254 of proceeds held outside the Trust Account, as of December 31, 2024, although we cannot assure you 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 taxes, 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 less taxes payable, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.28, as of December 31, 2024 (before taxes payable, if any).

The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders.

We cannot assure you that the actual per-share redemption amount received by Public Shareholders will not be substantially less than $10.00.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our Management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if Management believes that such third party’s engagement would be in 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, our independent registered public accounting firm, and the underwriters of the Initial Public Offering have not and will 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) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities 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 you that our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share.

In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the Trust Account assets, in each case less taxes payable, 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 you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

We seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

We have access to up to approximately $164.4 million, as of December 31, 2024, 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.

If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 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.

Furthermore, our Board of Directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Our Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the 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.

In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account.

In the event that we seek shareholder approval in connection with our initial Business Combination, a shareholder’s voting in connection with the Business Combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.

Such shareholder must have also exercised its redemption rights described above.

These provisions of our Amended and Restated Charter, like all provisions of our Amended and Restated Charter, may be amended with a shareholder vote.

In identifying, evaluating and selecting a target business for our initial Business Combination, we are encountering 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 similar or greater financial, technical, human and other resources than us.

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.

“Everli Business Combination” above for more information on the requisite approvals in connection with the Everli Business

Purchases of Our Securities

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

Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares

or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial

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

Such a purchase may include a contractual acknowledgment

that such Public Shareholder, although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore

agrees not to exercise its redemption rights.

In the event that our Sponsor, directors, officers, advisors and their affiliates purchase

Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights,

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

It is intended that,

if Rule 10b-18 would apply to purchases by Sponsor, directors, officers, advisors and their affiliates, then such purchases will comply

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

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

Additionally,

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

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

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

or not redeem their Public 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 or Public Warrants in such transactions.

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

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

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

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

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

Any such purchases of our securities may result in the completion

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

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

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

on a national securities exchange.

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

directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting

us directly or by our receipt of redemption requests submitted by Public Shareholders (in the case of Public Shares) following our mailing

of proxy materials in connection with our initial Business Combination.

To the extent that our Sponsor, directors, officers, advisors

and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming Public Shareholders

who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial

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

but only if such Public Shares have not already been voted at the general meeting related to our initial Business Combination.

directors, officers, advisors and their affiliates will select from which Public Shareholders to purchase Public Shares 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.

Sponsor, directors, officers, advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would

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

Any such purchases will be reported pursuant to Section 13 and Section 16

of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Additionally, in the event our Sponsor,

directors, officers, advisors and their affiliates were to purchase our securities from Public Shareholders, such purchases would be

structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to

the following:

registration statement/proxy statement filed for our Business Combination transaction, such

as the Everli Registration Statement, would disclose the possibility that our Sponsor, directors,

officers, advisors and their affiliates may purchase our securities from Public Shareholders

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

our Sponsor, directors, officers, advisors and 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;

registration statement/proxy statement filed for our Business Combination transaction, such

as the Everli Registration Statement, would include a representation that any of our securities

purchased by our Sponsor, directors, officers, advisors and their affiliates would not be

voted in favor of approving the Business Combination transaction;

Sponsor, directors, officers, advisors and 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 security holder meeting to approve

the Business Combination transaction, the following material items:

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

officers, advisors and their affiliates, along with the purchase price;

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

impact, if any, of the purchases by our Sponsor, directors, officers, advisors and 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

and 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

and their affiliates;

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

“Everli Business Combination” above for more information on permitted purchases of our securities in connection with the

Everli Business Combination.

in Connection with Our Initial Business Combination

Rights for Public Shareholders upon Completion of Our Initial Business Combination

will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial

Business Combination, all or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share

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

the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of taxes

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

As of December 31, 2025, the Redemption Price was approximately $10.71 per Public Share (before taxes payable, if any).

The per share

amount we will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee we will

pay to the Underwriters.

Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have

agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection with the

completion of our initial Business Combination.

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

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

In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption

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

amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares

submitted for redemption will be returned to the holders thereof.

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

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

any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net

tangible assets or minimum cash requirements.

“Everli Business Combination” above for more information on the Closing Redemptions in connection with the Everli Business

of Conducting Redemptions

will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for or vote against, our

initial Business Combination, 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.

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

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

the Exchange Act or our listing on Nasdaq.

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

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 Articles:

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

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

offer rules, and

proxy materials with the SEC.

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

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

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

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 and any Public Shares purchased during or after the Initial

Public Offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination.

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 5,189,190, or 32.4%, of the 16,000,000

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 Resolution.

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.

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

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.

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

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

the expiration of the tender offer period.

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

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

If Public Shareholders tender more Public Shares than we have offered to

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

the public announcement of our initial Business Combination, if we elect to conduct 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.

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

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

agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy

materials or tender offer documents, as applicable.

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

the scheduled vote on the proposal to approve the initial Business Combination.

In addition, if we conduct redemptions in connection

with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request

for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such

Public Shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders

in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery

requirements.

We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further

communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative

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 Public Shares.

on Redemptions Upon Completion of Our Initial Business Combination

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

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

affiliate of such Public 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 redeeming its Public Shares with respect to more than an aggregate

of 15% of the Public Shares sold in the Initial Public Offering (the “Excess Shares”) without our prior consent.

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.

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 holder’s shares are not purchased by us, our Sponsor or our Management at a

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

By limiting our 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.

we will not restrict our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against

our initial Business Combination.

Share Certificates in Connection with the Exercise of Redemption Rights

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

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

our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth

in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business

days prior to the scheduled vote on the proposal to approve the initial Business Combination.

In addition, if we conduct redemptions

in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit

a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial

owner of such Public Shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to our Public

Shareholders in connection with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy

such delivery requirements.

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.

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.

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

the DWAC System.

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.

request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender

offer documents, as applicable.

Furthermore, if a 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.

our initial Business Combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their

redemption rights would not be entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account.

case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their Public Shares.

the Everli 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.

of Public Shares and Liquidation if No Initial Business Combination

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 payable and 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.

Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating

distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination

within the Combination Period;

although, they are entitled to liquidating distributions from assets outside the Trust Account.

if our Sponsor or Management Team acquire Public Shares in or 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.

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.

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 $32,075 of cash 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.

if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent

that there is any interest accrued in the Trust Account not required to pay income taxes on interest income earned on the Trust Account

balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs

and expenses.

we were to expend all of the net proceeds of the Initial Public Offering and the 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 $10.71 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

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

for all creditors’ claims.

we 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.

protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by

a third party for services rendered or products sold to us (except for our independent registered public accounting firm), or a prospective

target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination

agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount

per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per 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 $10.00 per Public Share.

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.

the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount

per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to

reductions in the value of the Trust Account assets, in each case less

(x) taxes payable, if any, and (y) up to $100,000 for dissolution expenses, and our Sponsor asserts that it is unable to satisfy its

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

determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that

our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us,

it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance

if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable

or if the independent directors determine that a favorable outcome is not likely.

Accordingly, we cannot assure our Public Shareholders

that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per Public Share.

seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to

have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with

us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Our Sponsor will also not be liable

as to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act.

As of December 31, 2025, we had access to $32,075 in cash with which to pay any such potential claims (including costs and expenses incurred

in connection with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate and

it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust

Account could be liable for claims made by creditors.

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

the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy

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

To the extent any bankruptcy claims

deplete the Trust Account, we cannot assure our Public Shareholders we will be able to return $10.00 per share to our Public Shareholders.

Additionally, 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.

Furthermore, our Board

of Directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby

exposing itself and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing

the claims of creditors.

We cannot assure our shareholders that claims will not be brought against us for these reasons.

Public Shareholders are entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares

if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend

our Amended and Restated 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.

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.

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 similar or greater financial,

technical, human and other resources than us.

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 their redemption rights may reduce the resources available to us for our initial Business Combination and our issued and 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 three officers:

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 issued and 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 three officers:

Gautam Ivatury, Edward Lifshitz and Eric Lifshitz.

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination.

The amount of time they devote in any time period vary based on whether a target business has been selected for our initial Business Combination and the stage of the Business Combination process we are in.

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.

The amount of time they devote in any time period varies based on the stage of the Business Combination

process we are in.

We do not intend to have any full time employees prior to the completion of our initial Business Combination.

Periodic Reporting and Financial Information

We have registered our Units, Class A Ordinary Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports, including this Report, contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances,

and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame.

We cannot assure you that any particular target business identified by us as a potential Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business.

Reporting and Financial Information

have registered our Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement

that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual

reports, including this Report, contain financial statements audited and reported on by Withum, our independent registered public accountant.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent

to the consummation of our initial Business Combination.

will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials

or tender offer documents sent to shareholders to assist them in assessing the target business, such as Everli.

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 time frame.

We cannot assure our shareholders that any particular target business

identified by us as a potential Business Combination candidate will have financial statements prepared in accordance with the requirements

outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements

outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business, including

While this may limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

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

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

We 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.

We are a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law.

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 which 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 dividends 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.

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

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

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

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) June 20, 2029, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth

company, will we be required to have our internal control procedures audited.

A target business may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

are a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman

Islands and, as such, are exempted from complying with certain provisions of the Companies Act.

As an exempted company, we have applied

for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions

Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman

Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,

that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will

be payable (i) on or in respect of our Ordinary Shares, debentures or other obligations or (ii) by way of the withholding in whole or

in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest

or other sums due under a debenture or other obligation of us.

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

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic

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

shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

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

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

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

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

apply to private companies.

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

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following June 20, 2029, (b) in which

we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means

the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2)

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

are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

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

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary

Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual

revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held

by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

addition, prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on

(i) the appointment or removal of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands.

As a result, Nasdaq considers us to be a “controlled company” within the meaning of the Nasdaq Rules.

Under the Nasdaq Rules,

a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company

is a “controlled company” and may elect not to comply with certain corporate governance requirements.

We currently do not

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 Rules.

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