What changed in this filing

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Item 1. Business

2026-03-12 compared with 2025-03-10 · 934 added, 945 removed, 94 unchanged (95% 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.

While we may pursue an initial Business Combination in any sector, we are focusing our efforts on

businesses in the technology, media and telecommunications (“TMT”) sector as well as sectors that are being transformed via

technology adoption, where we believe our Management Team’s operational and investment expertise will provide us with a competitive

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 November 4, 2024, we consummated

our Initial Public Offering of 25,000,000 Units.

Each Unit consists of one Public Share and one Public Right, with each whole Public Right

entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of our Business Combination.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company of $250,000,000.

Simultaneously with the closing

of the Initial Public Offering, we completed the private sale of an aggregate of 425,000 Private Placement Units to our Sponsor in the

Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $4,250,000.

A total of $250,000,000 of

the proceeds from the Initial Public Offering and the sale of the Private Placement (which amount includes $9,750,000 of the underwriter’’

deferred discount), was placed in the Trust Account maintained by Continental, acting as trustee.

It is the job of our Sponsor

and Management to complete our initial Business Combination.

Our Management is led by Co-Founders, Michel Combes and Andrew Gundlach,

and Robert Folino, our Chief Financial Officer, who have many years of experience in the technology sector.

We must complete our initial

Business Combination by November 4, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public

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.

Such an extension would require the approval

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

Such redemptions will

likely have a material adverse effect on the amount held in our Trust Account, our capitalization, principal shareholders and other impacts

on our Company or Management, such as our ability to maintain our listing on Nasdaq.

Management Team

We leverage the experience of our Co-Founders,

Michel Combes, a member of our Sponsor, and Andrew Gundlach, our Chairman, President and Chief Executive Officer.

Our Co-Founders have

both extensive operational and investment experience, serving as Chief Executive Officers and Directors of global public companies and

as investors in public and private markets, as well as prior SPAC experience.

Furthermore, our Co-Founders have built an extensive network

spanning leading private equity and venture capital funds, large corporates and family-owned businesses that we believe will accrue to

the benefit of our investors.

Our independent directors include:

● Nazim Cetin | Chief Executive Officer and Global Chief Investment

Officer of Allianz X, the digital investment unit of the Allianz Group

● Joseph Samuels | Investor and Founder of Channel Partners

and Islet Capital

● Antoine Theysset | Former SoftBank Investment Advisers Operating

● Pierre Weinstein | Head of Special Situations at Verition Fund Management

● Kathy Savitt | senior operating executive with public and

private board experience.

We are a blank check company incorporated as a

Cayman Islands exempted corporation on June 24, 2024.

The Company was incorporated for the purpose of effecting a merger, amalgamation,

share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

Inflection Point has neither engaged in any operations nor generated any operating revenues to date.

The Initial Public Offering

On June 25, 2024, Bleichroeder Sponsor 1

LLC (the “ Sponsor ”) made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain

of our deferred offering costs and expenses, for which the Company issued 7,187,500 Class B ordinary shares, par value $0.001

per share (the “ Class B Ordinary Shares ”) to the Sponsor.

On October 2, 2024, we capitalized $239.58 standing to the

credit of our share premium account and issued an additional 2,395,833 Founder Shares to the Sponsor, resulting in the Sponsor holding

an aggregate of 9,583,333 Founder Shares (up to 1,250,000 shares of which were subject to forfeiture depending on

the extent to which the underwriters’ over-allotment option is exercised), for a purchase price of approximately $0.003 per

On November 4, 2024, the underwriters forfeited their over-allotment option to purchase up to an additional 3,750,000 units.

As a result of the over-allotment option forfeiture by the underwriters, 1,250,000 Class B Ordinary Shares were surrendered

by the Sponsor in order for the Sponsor to maintain ownership of 25% of the issued and outstanding shares of the Company (excluding

the Class A Ordinary Shares underlying the Private Placement Units held by the Sponsor (each as defined below)).

Such surrendered

shares were cancelled by the Company.

The registration statement for the initial public

offering (the “ IPO ”) was declared effective on October 31, 2024.

On November 4, 2024, we consummated the

IPO of 25,000,000 units the (“ Units ”) at $10.00 per unit, generating gross proceeds of $250,000,000.

Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “ Class A Ordinary Shares ”,

together with the Class B Ordinary Shares, the “ Ordinary Shares ”, and the Class A Ordinary Shares sold as part of the

Units in the IPO, the “ Public Shares ”) and one right, with each right entitling the holder thereof to purchase

one-tenth of one Class A Ordinary Share at the consummation of our initial business combination (the “ Rights ”

and the Rights sold as part of the Units in the IPO, the “ Public Rights ”).

Simultaneously with the sale of the 25,000,000

Units in our IPO, we completed the private sale of an aggregate of 425,000 Units to the Sponsor at a purchase price of $10.00

per Unit (the “ Private Placement Units ”), generating gross proceeds of $4,250,000.

The Private Placement Units are

identical to the units sold in our IPO except that, so long as they are held by our Sponsor or its permitted transferees, the Private

Placement Units (including their component securities) (i) may not (including the Class A Ordinary Shares issuable upon

conversion of the underlying rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days

after the completion of our initial business combination and (ii) will be entitled to registration rights.

Following the closing of the IPO on November 4,

2024, an amount of $250,000,000 ($10.00 per unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds

from the sale of the Private Placement Units, was placed in a trust account established in connection with the IPO (the “ Trust

Account ”), located in the United States, with Continental Stock Transfer & Trust Company (“ Continental ”)

acting as trustee.

Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our

taxes, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the

earliest of (i) the completion of an initial business combination, (ii) the redemption of the Public Shares if we are unable

to complete the initial business combination within 24 months from the closing of the IPO or by such earlier liquidation date as

our board of directors may approve (the “ completion window ”), subject to applicable law and our amended and restated

memorandum and articles of association (the “ Articles ”), or (iii) the redemption of the Public Shares properly

submitted in connection with a shareholder vote to amend the Articles to (A) modify the substance or timing of our obligation to

allow redemption in connection with the initial business combination or to redeem 100% of the Public Shares if we have not consummated

an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial business combination activity.

The proceeds deposited in the Trust Account could become subject to the claims

of Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders.

Management Team Changes

Effective July 2025, (i) Andrew Gundlach resigned

as President and Chief Executive Officer of the Company, and was appointed as Executive Chairman of our board of directors;

(ii) Marcello

Padula resigned as Chief Financial Officer of the Company;

and (iii) Michael Blitzer, Robert Folino and Kevin Shannon were appointed as

President and Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, respectively, of the Company.

was also appointed to our board of directors.

Name Change Proposal and Article 50.5 Amendment

On October 21, 2025, our shareholders approved

(i) a proposal to change the name of the name of the Company from “Bleichroeder Acquisition Corp.

I” to “Inflection

Point Acquisition Corp.

IV” and to adopt an amendment to the Articles to reflect the change of name (the “ Name Change Proposal ”)

and (ii) a proposal to amend the Articles to allow us to consummate the redemption of the Public Shares at an earlier time in connection

with the commencement of the procedures to consummate a proposed business combination if the our board of directors determines it is desirable

to facilitate the consummation of such business combination (“ Article 50.5 Amendment Proposal ”).

An amendment to the

Articles reflecting the changes approved by shareholders was filed with the Cayman Registrar of Companies.

Proposed Business Combination with Merlin

On August 13, 2025, we entered into the Business

Combination Agreement, dated as of August 13, 2025, with IPDX Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary

of the Company (“ Merger Sub ”) and Merlin Labs, Inc., a Delaware corporation (referred to herein prior to the Business

Combination, as “ Merlin ” and subsequent to the Business Combination, as “ Merlin OpCo ”) (as it may

be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “ Business Combination

Agreement ”), pursuant to which, among other things and subject to the terms and conditions therein:

(1) we will change our jurisdiction

of incorporation by deregistering from the Register of Companies in the Cayman Islands as a Cayman Islands exempted company by way of

continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware

(the “ Domestication ”, and the Company after the Domestication, “ Post-Domestication Inflection Point ”),

(2) following the Domestication, Merger Sub will merge with and into Merlin, with Merlin surviving the merger as a wholly-owned subsidiary

of the Company, resulting in a combined company whereby Merlin OpCo will become a wholly-owned subsidiary of the Company, and substantially

all of the assets and the business of the combined company will be held and operated by Merlin OpCo and its subsidiaries (the “ Merger ”)

and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated

(such transactions, together with the Merger and the Domestication, the “ Proposed Business Combination ”).

In connection

with the Business Combination, we will change our name to “Merlin, Inc.” (such company after the closing of the Business Combination,

“ New Merlin ”).

Merlin Labs, Inc.

is a Delaware corporation formed

on March 10, 2022.

Merlin is a leader in developing aircraft-agnostic autonomy for national security applications, with a dual-track civil

certification program that has the company on pace to be the first to certify an AI skill on an aircraft.

The Domestication

The Company will, subject to obtaining the required

shareholder approvals change its jurisdiction of incorporation by deregistering from the Register of Companies in the Cayman Islands as

a Cayman Islands exempted company by way of continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated

under the laws of the State of Delaware.

In connection with the completion of the Proposed Business Combination, the Company will provide

the Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination

Agreement and the Company’s governing documents.

The Company will complete the Redemption of properly tendered Public Shares at

least one day prior to the Domestication.

Subject to the satisfaction or waiver of the conditions

of the Business Combination Agreement, including approval of our shareholders, which was received in connection with the extraordinary

general meeting held on March 12, 2026 (the “ EGM ”), (a) immediately prior to the Domestication, pursuant to that certain

Sponsor Support Agreement, dated as of August 13, 2025 (the “ Sponsor Support Agreement ”), by and among the Company,

Merlin, the Sponsor, and Inflection Point Fund, the holders of the Founder Shares (such holders, the “ Class B Shareholders ”),

will elect to convert each Founder Share, on a one-for-one basis, into a Class A Ordinary Share (the “ Sponsor Share Conversion ”);

(b) in connection with the Domestication, (i) each of the then issued and outstanding Class A Ordinary Shares will convert automatically,

on a one-for-one basis, into a share of New Merlin Common Stock;

(ii) each of the then issued and outstanding Rights will convert automatically

into a right of Post-Domestication Inflection Point (each right, a “ Post-Domestication Right ”);

and (iii) each of the

then issued and outstanding Units will convert automatically into a unit of Post-Domestication Inflection Point, consisting of one share

of New Merlin Common Stock and one Post-Domestication Right.

The Merger and Consideration

Upon the terms and subject to the satisfaction

or waiver of the conditions of the Business Combination Agreement, immediately prior to the effective time of the Merger (the “ Effective

convertible security of Merlin (other than the Pre-Funded Convertible Notes (as defined below)) that is outstanding immediately prior

to the Effective Time, to the extent applicable, will automatically convert in full into shares of preferred stock or common stock of

Merlin (“ Merlin Common Stock ”), in accordance with the terms thereof;

warrant of Merlin exercisable for the preferred stock of Merlin that is outstanding and unexercised immediately prior to the Effective

Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full;

(3) immediately

after giving effect to the conversions and exercises set forth in clauses (1) and (2) above, each issued and outstanding share

of preferred stock of Merlin (including each share of preferred stock issued upon the conversions and exercises described in clauses

(1) and (2) above) will automatically convert into such number of shares of Merlin Common Stock into which such shares of preferred

stock of Merlin, as applicable, are convertible in connection with the Merger pursuant to the organizational documents of Merlin;

warrant of Merlin (other than the Pre-Funded Warrants (as defined below)) exercisable for Merlin Common Stock that is outstanding and

unexercised immediately prior to the Effective Time shall automatically be exercised on a cashless basis in full in accordance with its

terms or otherwise exercised in full.

In connection with the transactions contemplated

by the Business Combination Agreement, on July 2, 2025, and on August 13, 2025, Merlin entered into certain convertible note purchase

agreements (the “ Pre-Funded NPAs ”) and securities purchase agreement (the “ Signing Pre-Funded SPA ”

and together with the Pre-Funded NPAs , the “ Signing Pre-Funded PIPE Agreements ”), respectively, with certain

accredited investors named therein (collectively, the “ Pre-Funded Investors ”).

Pursuant to the Signing Pre-Funded PIPE

Agreements, the Pre-Funded Investors agreed, among other things, to purchase, and Merlin issued and sold, an aggregate of approximately

$78 million of convertible promissory notes (the “ Pre-Funded Convertible Notes ”) and warrants to purchase a number

of shares of Merlin Common Stock at a purchase price of $12.00 per share (the “ Pre-Funded Warrants ”), substantially

concurrently with the execution and delivery of the Business Combination Agreement.

On November 17, 2025, Merlin and one of the Pre-Funded

Investors entered into an additional securities purchase agreement (“ Post-Signing Pre-Funded SPA ,” collectively with

the Signing Pre-Funded SPAs, the “ Pre-Funded SPAs ”), pursuant to which such Pre-Funded Investor purchased for approximately

$9.3 million an additional Pre-Funded Convertible Note with a principal amount of approximately $10.9 million and a Pre-Funded Warrant,

on the same terms and conditions as the Signing Pre-Funded SPA (such investments contemplated by the Signing Pre-Funded PIPE Agreements

and the Post-Signing Pre-Funded SPA, the “ Pre-Funded Note Investment ”).

Pursuant to the Business Combination Agreement,

the aggregate consideration (the “ Aggregate Consideration ”) to be paid to the holders of securities of Merlin (the

“ Merlin Equity Holders ”) (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Warrants in

respect of those securities) in, or in connection with, the Merger shall be the number of shares of New Merlin Common Stock equal to the

(a) $800,000,000 (the “ Purchase Price ”), divided by (b) the price at which each Public Share may be redeemed

in connection with the EGM.

The consideration to be paid in, or in connection

with, the Merger to each holder of a Pre-Funded Convertible Note (the “ Convertible Note Consideration ”) shall be a

number of shares of New Merlin’s 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“ Series

A Preferred Stock ”) equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and

accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing, divided by (ii) $10.20 (with respect

to the Pre-Funded Convertible Notes sold pursuant to the Pre-Funded NPAs), as may be adjusted pursuant to the terms and conditions of

such Pre-Funded Convertible Notes, or $12.00 (with respect to the Pre-Funded Convertible Notes sold pursuant to the Pre-Funded SPAs).

The consideration to be paid in, or in connection

with, the Merger to each holder of a Pre-Funded Warrant (the “ Pre-Funded Warrant Consideration ”) shall be one or more

warrants to purchase a number of shares of New Merlin Common Stock (“ New Merlin Series A Warrants”) equal to the quotient

of (i) the aggregate exercise price of such Pre-Funded Warrant immediately prior to the Effective Time, divided by (ii) $12.00.

Upon the terms and subject to the satisfaction

or waiver of the conditions of the Business Combination Agreement, at the Effective Time:

share of Merlin Common Stock that is owned by the Company, Merger Sub, or Merlin immediately prior to the Effective Time (each, an “ Excluded

Share ”) will be canceled and shall cease to exist and no consideration will be delivered in exchange therefor;

share of Merlin Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will

be canceled and converted into the right to receive a number of shares of New Merlin Common Stock equal to the Aggregate Consideration

divided by the fully diluted capital of Merlin, which is the sum (without duplication) of the aggregate number of shares of Merlin Common

Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued upon conversion of all

issued and outstanding preferred stock of Merlin, as applicable, and excluding securities underlying the Pre-Funded Convertible Notes

or Pre-Funded Warrant), (ii) issuable upon full exercise of all issued and outstanding options of Merlin, and (iii) issuable

upon full settlement of all issued and outstanding Merlin RSU (as defined below) (such conversion ratio, the “ Exchange Ratio ”);

option to purchase equity securities of Merlin (“ Merlin Option ”) will automatically cease to represent an option to

purchase Merlin Common Stock and be assumed and converted on the same terms and conditions as were applicable as of the Effective Time,

into an option to acquire that number of New Merlin Common Stock (rounded down to the nearest whole share) equal to the product of (A) the

number of shares of Merlin Common Stock subject to such Merlin Option and (B) the Exchange Ratio, at an exercise price per share

of Merlin Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price

per share of Merlin Common Stock of such Merlin Option by (y) the Exchange Ratio;

restricted stock unit in respect of equity securities of Merlin, granted pursuant to the 2018 Equity Incentive Plan of Merlin after the

date of the Business Combination Agreement and prior to the Effective Time (“ Merlin RSU ”), will cease to represent

a right to acquire shares of Merlin Common Stock and be assumed and converted on the same terms and conditions as were applicable as

of the Effective Time, into a restricted stock unit representing the right to acquire that number of New Merlin Common Stock (rounded

down to the nearest whole share) equal to the product of (A) the number of shares of Merlin Common Stock subject to such Merlin

RSU and (B) the Exchange Ratio;

Pre-Funded Convertible Note that is outstanding immediately prior to the Effective Time will automatically be canceled and converted

into the right to receive the Convertible Note Consideration;

Pre-Funded Warrant that is outstanding and unexercised immediately prior to the Effective Time will automatically be canceled and converted

into the right to receive the Pre-Funded Warrant Consideration;

then issued and outstanding Post-Domestication Right shall convert automatically into one-tenth of one share of New Merlin Common Stock,

pursuant to that certain Rights Agreement, dated as of October 31, 2024, by and between the Company and the right agent with any

fractional shares of New Merlin Common Stock to be issued in connection with such conversion rounded down to the nearest whole share;

and (y) each then issued and outstanding Post-Domestication Unit shall be canceled and will thereafter entitle the holder thereof

to one and one-tenth (1.1) shares of New Merlin Common Stock, with any fractional shares of New Merlin Common Stock to be issued in connection

with such separation rounded down to the nearest whole share.

Closing Conditions

The obligations of the Company and Merlin to consummate the Proposed

Business Combination are subject to the satisfaction or waiver of other customary closing conditions, including without limitation:

adoption and/or approval, as applicable, by the Company’s shareholders of the Transaction Proposals, which we received pursuant

to the EGM held on March 12, 2026, (ii) the approval of the Business Combination Agreement and the Proposed Business Combination

(including the Merger) by the affirmative vote or written consent of the Merlin Stockholders, pursuant to the terms and in accordance

with satisfaction of the conditions of the organizational documents of Merlin and applicable law, which was received on February 12, 2026,

(iii) no adverse law or order, (iv) the registration statement covering the Proposed Business Combination becoming effective,

in connection with the Registration Statement was declared effective by the SEC on February 12, 2026, (v) approval of the listing

of the New Merlin Common Stock on the Nasdaq Stock Market LLC, subject to satisfaction of the round lot holders requirement for initial

listing, (vi) the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the

parties to the Business Combination Agreement, in each case subject to certain qualifiers, (vii) with respect to the Proposed Business

Combination, the expiration of all waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act, in connection with which

the waiting period with respect to the Proposed Business Combination expired on October 30, 2025, (viii) the completion of the Domestication,

and (ix) duly executed pay-off letters certifying certain indebtedness of Merlin and its subsidiaries, as specified in the Business

Combination Agreement, shall have been paid off, to the extent it is paid off pursuant to the Business Combination Agreement.

Sponsor Support Agreement

Concurrently with the execution of the Business

Combination Agreement, the Company entered into the Sponsor Support with Merlin, the Sponsor and Inflection Point Fund (each a “ Restricted

Holder ” and together, the “ Restricted Holders ”), pursuant to which each Restricted Holder agreed to, among

other things, (i) vote in favor of adoption of the Transaction Proposals, (ii) vote against any Alternative Transaction (as defined in

the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination

Agreement and the Proposed Business Combination;

(iii) vote against any change in the business, management, or board of directors of the

Company (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements)

and (iv) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision

of the Sponsor Support Agreement, the Business Combination Agreement or the Proposed Business Combination, (B) result in a breach in any

respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement,

(C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant,

representation or warranty or other obligation or agreement of such Restricted Holder contained in the Sponsor Support Agreement or (E)

change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company.

In addition, pursuant to the Sponsor Support Agreement, each Restricted Holder, severally, agreed to waive, subject to the consummation

of the Proposed Business Combination, any and all anti-dilution rights with respect to the rate that the Class B Ordinary Shares convert

into the Class A Ordinary Shares in connection with the transactions contemplated by the Business Combination Agreement.

Stockholder Voting and Support Agreement

Concurrently with the execution of the Business

Combination Agreement, the holders of equity securities of Merlin (the “ Merlin Stockholders ”) and Merlin entered into

the Voting and Support Agreement (the “ Stockholder Voting and Support Agreement ”), pursuant to which Merlin Stockholders

have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the

consummation of the Proposed Business Combination;

(b) against any Alternative Transaction or any proposal relating to an Alternative

(c) against any merger agreement or merger (other than the Business Combination Agreement and the Proposed Business Combination),

consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or

(d) against any change in the business or board of directors of Merlin (other than pursuant to the Business Combination Agreement

or the Ancillary Documents (as defined in the Business Combination Agreement));

(e) against any proposal, action or agreement that would

(A) impede, interfere, frustrate, prevent or nullify any provision of the Stockholder Voting and Support Agreement, the Business Combination

Agreement or the Proposed Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any

other obligation or agreement of Merlin under the Business Combination Agreement, (C) result in any of the closing conditions of the Business

Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement

of such Merlin Stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any manner the dividend policy or

capitalization of, including the voting rights of any class of capital stock of, Merlin and (f) to convert all outstanding shares of preferred

stock of Merlin into Merlin Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of

the Proposed Business Combination, in accordance with the organizational documents of Merlin.

Pursuant to the Stockholder Voting and Support

Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Merlin, no Merlin

Stockholder shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose

of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder Voting and Support 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 any Subject Securities without the prior written consent of Merlin and the Company, unless such transfer is deemed a Permitted Transfer

(as defined in the Stockholder Voting and Support Agreement).

In addition, pursuant to the Stockholder Voting

and Support Agreement, each Merlin Stockholder has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to

take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the

Company, Merlin or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation

of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection

with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Business Combination Agreement or the

Proposed Business Combination.

Each Merlin Stockholder has also waived and agreed not to exercise any rights of appraisal or rights to

dissent from the Proposed Business Combination that they may have in respect of the Subject Securities.

Series A Preferred Stock Investment

In connection with the transactions contemplated

by the Business Combination Agreement, on August 13, 2025, the Company, Merlin and the accredited investor named therein (the “ Closing

PIPE Investor ”) entered into a Securities Purchase Agreement (the “ Initial Series A SPA ”).

Pursuant to the

Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at Closing, 4,901,961 shares of Series A Preferred

Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations

of 12.0% Series A Cumulative Convertible Preferred Stock (the “ Certificate of Designation ”) and a New Merlin Series

A Warrant, for an aggregate purchase price of $50 million.

Each share of Series A Preferred Stock will have a stated value of $12.00

(the “ Stated Value ”).

On November 17, 2025, we and Merlin entered into an amendment to the Initial Series A SPA

with the Closing PIPE Investor (“ Amendment No.

1 to the Initial Series A SPA ”), pursuant to which the Closing PIPE

Investor agreed to increase its investment to $100 million, for which it will receive 9,803,922 shares of Series A Preferred

Stock (at a price of $10.20 per share) and a New Merlin Series A Warrant to purchase a number of shares of New Merlin Common Stock equal

to the number of shares of New Merlin Common Stock into which such shares of Series A Preferred Stock are initially convertible (the “ Initial

Closing PIPE Investment ”).

Additionally, on November 17, 2025, we and

Merlin also entered into Securities Purchase Agreements (the “ Additional Series A SPAs ,” collectively with the Initial

Series A SPA, the “ Series A SPAs ”), with certain accredited investors as signatories thereto (the “ Additional

Closing PIPE Investors ”), pursuant to which, among other things, the Additional Closing PIPE Investors agreed to purchase, and

we agreed to sell, an aggregate of 1,666,668 shares of Series A Preferred Stock (at a price of $12.00 per share) and warrants to

purchase a number of shares of New Merlin Common Stock that is equal to 75% of the number of shares into which such shares of New Merlin

Preferred Stock are initially convertible (each, an “ Upsized New Merlin Series A Warrant ”), in a private placement,

on substantially the same terms as the Closing PIPE Subscription Agreement, for an aggregate purchase price of $20 million (the “ Additional

Closing PIPE Investment ,” together with the Initial Closing PIPE Investment, the “ Closing PIPE Investment ”).

In connection with the Proposed Business Combination,

we filed a Registration Statement on Form S-4 (File No.

333-292719) with the U.S.

Securities and Exchange Commission (the “SEC ”)

on January 14, 2026 (as amended, the “ Registration Statement ”), which was declared effective by the SEC on February

12, 2025, at 4:00 PM.

On February 13, 2025, we commenced mailing of the definitive proxy statement and other relevant documents to our

shareholders as of the record date established for voting on the Proposed Business Combination.

On March 12, 2026, at the offices of White & Case LLP at 1221

Avenue of the Americas, New York, New York 10020, we held the EGM to approve proposals in connection with the Proposed Business Combination.

Each of the proposals to vote on the Proposed Business Combination (collectively, the “ Transaction Proposals ”) was

approved by a requisite vote of the shareholders.

For more information on the results of the EGM, please see the Current Report on Form

8-K filed with the SEC on March 12, 2026 (File No.

Having received the requisite vote of our shareholders,

we expect to consummate the Proposed Business Combination on March 16, 2026.

Additionally, the parties have received the approval of Nasdaq

to list the securities of New Merlin under “MRLN” following the consummation of the Proposed Business Combination.

information on the Proposed Business Combination, please see our Prospectus filed with the SEC on February 12, 2026, pursuant to Rule

424(b)(3) (File No.

Business Strategy

We will seek to capitalize on the collective experience

and complimentary expertise of our Co-Founders as well as the rest of our Management Team.

We believe that they are well-positioned to

identify attractive Business Combination opportunities within the technology industry, as well as attractive business opportunities within

sectors that are being transformed via technology adoption.

Our objectives are to generate attractive returns for shareholders and enhance

value through improving operational performance of the acquired company.

We favor potential target companies with certain industry and

business characteristics that we believe will provide favorable returns for our shareholders, as set forth in “ Investment Criteria ,”

At the time of the IPO, we developed the following

high level business strategy that we used and, in the unlikely event that we do not consummate the Proposed Business Combination, may

continue to use to screen for and evaluate target businesses.

In connection with the Proposed Business Combination, we sought to capitalize,

and in the unlikely scenario we do not consummate the Proposed Business Combination and instead seek to complete another initial business

combination, we may seek to capitalize on the collective experience and complimentary expertise of our co-founders, management team and

We believe that they are well-positioned to identify attractive Business Combination opportunities within the technology industry,

as well as attractive business opportunities within sectors that are being transformed via technology adoption.

Our objectives are to

generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company.

potential target companies with certain industry and business characteristics that we believe will provide favorable returns for our shareholders,

as set forth in “ Investment Criteria ,” below.

We believe that we are in the midst of a new wave

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Below is a sub-set of structural shifts that we believe will create multitudes of potential investment opportunities, including:

● Advanced connectivity driven by digital infrastructure providing

global internet access;

● Advanced connectivity driven by digital infrastructure

providing global internet access;

including remote areas previously unserved by traditional telecommunications networks

● Adoption of AI capabilities such as machine learning and natural-language

processing — which is either currently impacting or has the near-term potential to impact effectively all industries

● Continued mobile and digitalization across vast swaths of

the economy, and further accelerated via the experience of COVID-19

● ‘Digital-trust’ technologies facilitating the

continued development of online and mobile-first solutions across sensitive sectors (e.g., financial technology, payments, communications,

● Widespread adoption of cloud computing and other solutions

that allow small and medium-sized companies to thrive without incurring substantial fixed costs

● Next-generation software development enabling nontechnical

employees and entrepreneurs to create applications and develop solutions that optimize complicated tasks and organizational needs

● Adoption of AI capabilities such as machine learning

and natural-language processing — which is either currently impacting or has the near-term potential to impact effectively

all industries

● Continued mobile and digitalization across vast

swaths of the economy, and further accelerated via the experience of COVID-19

● ‘Digital-trust’ technologies facilitating

the continued development of online and mobile-first solutions across sensitive sectors (e.g., financial technology, payments, communications,

● Widespread adoption of cloud computing and other

solutions that allow small and medium-sized companies to thrive without incurring substantial fixed costs

● Next-generation software development enabling

nontechnical employees and entrepreneurs to create applications and develop solutions that optimize complicated tasks and organizational

Importantly, we believe that these trends stretch

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Although we anticipate utilizing a wide lens in

anticipating potential opportunities in sectors undergoing technological change, we believe that the following sub-sectors are of particular

interest based on our experience, network and focus.

● Artificial intelligence | Companies that benefit from

the continued development in artificial intelligence, including workforce augmentation, natural language processing, coding, creative

AI and technology underpinning autonomous vehicles

● Business services | Companies that utilize technological

solutions to deliver more efficient solutions across a range of activities, including data processing, customer / technical support and

● Digital infrastructure | Companies that create and

manage towers, small cells, fiber optic networks and data centers;

which benefit from growing investment in underlying digital advancement

● Edtech | Companies that create technologies to facilitate

and enhance the learning experience, including applications, hardware, software and online content delivery

● Financial Services | Companies in the traditional financial

services ecosystem that are in the midst of a digital transformation.

● Fintech | Companies that provide more efficient, cheaper

and user-friendly financial services to customers or facilitate the infrastructure to provide such services

● Media | Companies that control the distribution (either

broadcasting or streaming) and production of media entertainment, including music, cinema, television, sports and video games

● Retail/E-commerce | Companies that enable both individuals

and corporates to transact via new channels, including marketplaces, online auctions, travel, payment gateways, aggregators and online

ticketing companies

● Software | Companies that aim to develop and provide

software on a license or subscription basis across industries and processes

While we are focusing on TMT industries, broadly

defined, we may ultimately choose to pursue an initial Business Combination in other industries, which we identify as having similarly

attractive investment and operating characteristics.

To the extent we identify attractive investments outside of the TMT industries, we

are applying the same disciplined due diligence, execution and value creation strategies to the investment.

anticipating potential opportunities in sectors undergoing technological change, in the unlikely event that we do not consummate the Proposed

Business Combination, we believe that the following sub-sectors are of particular interest based on our experience, network and focus.

● Artificial intelligence | Companies

that benefit from the continued development in artificial intelligence, including workforce augmentation, natural language processing,

coding, creative AI and technology underpinning autonomous vehicles

● Business services | Companies that

utilize technological solutions to deliver more efficient solutions across a range of activities, including data processing, customer

/ technical support and others

● Digital infrastructure | Companies

that create and manage towers, small cells, fiber optic networks and data centers;

which benefit from growing investment in underlying

digital advancement

● Edtech | Companies that create technologies

to facilitate and enhance the learning experience, including applications, hardware, software and online content delivery

● Financial Services | Companies in

the traditional financial services ecosystem that are in the midst of a digital transformation.

● Fintech | Companies that provide more

efficient, cheaper and user-friendly financial services to customers or facilitate the infrastructure to provide such services

● Media | Companies that control the distribution

(either broadcasting or streaming) and production of media entertainment, including music, cinema, television, sports and video games

● Retail/E-commerce | Companies that

enable both individuals and corporates to transact via new channels, including marketplaces, online auctions, travel, payment gateways,

aggregators and online ticketing companies

● Software | Companies that aim to develop

and provide software on a license or subscription basis across industries and processes

In the unlikely event that we do not consummate

the Proposed Business Combination, while we may focus on TMT industries, broadly defined, but we may ultimately choose to pursue an initial

business combination in other industries, which we identify as having similarly attractive investment and operating characteristics.

the extent we identify attractive investments outside of the TMT industries, we are applying the same disciplined due diligence, execution

and value creation strategies to the investment.

For example, the Proposed Business Combination contemplates an initial business combination

with an aerospace company.

With respect to the foregoing experiences of our

Management Team (including our Co-Founders), past performance is not a guarantee (i) that we will be able to identify a suitable

candidate for our initial Business Combination or (ii) of success with respect to any Business Combination we may consummate.

should not rely on the historical record of our management team (including our Co-Founders) as indicative of our future performance.

more information on the experience and background of our Management Team, see “ Item 10.

Directors, Executive Officers and Corporate

Governance .” of this Report.

Competitive Strengths

The sourcing, valuation, diligence and execution

capabilities of our Co-Founders will provide us with a significant pipeline of opportunities from which to evaluate and select a business

that will benefit from our expertise.

Our competitive strengths include the following:

● Industry leading executive | We believe the strong

track record of Mr.

Combes in our target sectors will be viewed favorably by target businesses in need of enhanced management, improved

operating processes and controls, better access to industry relationships and strategic planning.

● Public executive experience | We believe that the executive

track record of Mr.

Combes across a variety of public companies differentiates our vehicle from others and will provide us with

unique access to promising opportunities.

● Proprietary sourcing channels | We believe the capabilities

and connections associated with our Co-Founders, including those of Bleichroeder, will provide us with a unique pipeline of acquisition

opportunities that would be difficult for others to access.

This includes decades-long relationships with leading venture capital and

private equity firms.

● Investing experience | We believe that our Co-Founders

asset management experience at SoftBank and Bleichroeder will help us identify and source transactions that are appropriate for our vehicle

and will be well received by the public markets.

● Execution capability | Our Co-Founders believe that

our combined industry and investment expertise and reputation will allow our team to source and complete transactions possessing structural

attributes that create an attractive investment thesis.

These types of transactions are typically complex and require creativity, industry

knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation.

Our selection process will leverage our management

team (including our Co-Founders’) network of industry, private equity, venture capital, and corporate relationships as well as relationships

with management teams of public and private companies, investment bankers, restructuring advisers, attorneys and accountants, which we

believe should provide us with a number of Business Combination opportunities.

We are deploying a proactive, thematic sourcing strategy

and are focusing on companies where we believe the combination of our operating experience, relationships, capital and capital markets

expertise can be catalysts to transform a target company and can help accelerate the target’s growth and performance.

completion of our Initial Public Offering, our Management Team (including our Co-Founders) have been communicating with their network

of relationships to articulate our initial Business Combination criteria, including the parameters of our search for a target business,

and have begun the disciplined process of pursuing and reviewing promising leads.

management team and Sponsor, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our

initial business combination or (ii) of success with respect to any business combination we may consummate.

You should not rely on

the historical record of our management team and Sponsor as indicative of our future performance.

For more information on the experience

and background of our Management Team, see “ Item 10.

Directors, Executive Officers and Corporate Governance .” of this

Investment Criteria

We have developed the following high level, non-exclusive

investment criteria that we will use to screen for and evaluate target businesses.

We are seeking to acquire a business that:

● utilizes our global network of contacts, which provides access

to differentiated deal flow and significant deal-sourcing capabilities;

● has a strong, experienced management team, or provides a platform

to assemble an effective management team with a track record of driving growth and profitability;

● provides a platform for add-on acquisitions, which we believe

will be an opportunity for our Sponsor and its members and management team to deliver incremental shareholder value post-acquisition;

● would benefit from our Co-Founders’ experience, which

can be applied to improve the operations and market position of the target;

● has a defensible market position, with demonstrated advantages

when compared to its competitors and which create barriers to entry against new competitors;

● has a differentiated or unique product and technology offering

with multiple avenues for growth and margin expansion;

● is at an inflection point, such as requiring additional management

expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance;

● is a fundamentally sound company that is underperforming its

● generates stable free cash-flow or has the near-term potential

to generate sustainable free cash flow;

● exhibits unrecognized value or other characteristics, desirable

returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe has been misevaluated by the

marketplace based on our analysis and due diligence review;

● has a diversified customer base better positioned to endure

economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences;

● will offer an attractive risk-adjusted return for our shareholders,

potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside

● can benefit from being a publicly traded, is prepared to be

a publicly traded company, and can utilize access to broader capital markets.

At the time of our IPO, we developed the following

high level, non-exclusive investment criteria that we used and may continue to use to screen for and evaluate target businesses.

In connection

with the Proposed Business Combination, we sought to acquire, and in the unlikely scenario we do not consummate the Proposed Business

Combination and instead seek to complete another initial business combination, we may seek to acquire a business that:

utilizes our global network of contacts, which provides access to differentiated deal flow and significant deal-sourcing capabilities;

has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability;

provides a platform for add-on acquisitions, which we believe will be an opportunity for our Sponsor and its members and management team to deliver incremental shareholder value post-acquisition;

would benefit from our Co-Founders’ experience, which can be applied to improve the operations and market position of the target;

has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors;

has a differentiated or unique product and technology offering with multiple avenues for growth and margin expansion;

is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance;

is a fundamentally sound company that is underperforming its potential;

generates stable free cash-flow or has the near-term potential to generate sustainable free cash flow;

exhibits unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe has been misevaluated by the marketplace based on our analysis and due diligence review;

has a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences;

will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks;

can benefit from being a publicly traded, is prepared to be a publicly traded company, and can utilize access to broader capital markets.

These criteria are not intended to be exhaustive.

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

guidelines as well as on other considerations, factors and criteria that our management 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, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer documents that we would file

with the SEC.

Any evaluation relating to the merits of a particular initial business combination, including the Proposed Business Combination, has been

or may, in the future, be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria

that our management may deem relevant.

If we do not consummate the Proposed Business Consummation and instead seek an alternative initial

business combination opportunity, and we subsequently 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, as discussed in this Report, would be in the form of proxy solicitation

materials or tender offer documents that we would file with the SEC.

Acquisition Process

In evaluating a prospective target business, we

expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document

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

legal and other information about the target and its industry which will be made available to us.

If we determine to move forward with

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

The time required to select and evaluate a target

business and to structure and complete our initial Business Combination, and the costs associated with this process, are not currently

ascertainable with any degree of certainty.

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

a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses

and will reduce the funds available for us to use to complete another Business Combination.

As described above, we expect to consummate the

Proposed Business Combination with Merlin on March 16, 2026.

Prior to the signing of the Business Combination Agreement, we conducted

a thorough due diligence review encompassing, among other things, meetings with incumbent management and employees, document reviews,

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

other information about the target and its industry which were made available to us.

In the unlikely event we do not proceed with the

Proposed Business Combination and choose to move forward with a another target, we will undergo the same review process and proceed to

structure and negotiate the terms of the initial business combination transaction based on that review.

The time used to select and evaluate Merlin as

a target business and to structure and complete the Proposed Business Combination, and the costs associated with this process, are substantial.

If we do not consummate the Proposed Business Combination and instead pursue an alternative initial business combination opportunity,

the costs incurred with respect to the identification and evaluation of, and negotiation with, Merlin will result in our incurring losses

and will reduce the funds available for us to use to complete another initial business combination.

Because there are numerous special purpose acquisition

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could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of

mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close Business Combinations

or operate targets post-Business Combination.

mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close initial business combinations

or operate targets post-initial business combination.

Thus, our ability to identify and evaluate a target company may be impacted by significant

competition among other special purpose acquisition companies in pursuing Business Combination transaction candidates and significant

competition among other special purpose acquisition companies in pursuing initial business combination transaction candidates and significant

competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.

Initial Business Combination

Nasdaq 80% Fair Value Test

Nasdaq rules require that we must complete one

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

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

our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target

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

Additionally, pursuant to

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

In connection with the Proposed Business Combination, our board of directors determined that the value of Merlin exceeded such 80% test

on the date that the Business Combination Agreement was executed.

If we pursue an alternate target, then our board of directors will make

the determination as to the fair market value of our initial business combination.

While we consider it likely that our Board of Directors

will be able to make an independent determination of the fair market value of any other initial business combination, it may be unable

to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty

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

Additionally, pursuant to Nasdaq rules, any initial business combination must

be approved by a majority of our independent directors.

If we do not complete our initial business combination

within the Combination Period, while we do not currently intend to seek shareholder approval to amend our Amended and Restated Memorandum

to extend the amount of time we will have to consummate an initial Business Combination , we may elect to do so in the future.

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

however, we do not expect to extend the time period to consummate our initial Business

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

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

period to consummate our initial Business Combination or fail to obtain shareholder approval to extend the Combination Period, our Sponsor’s

investment in our founder shares and our private placement units will be worthless.

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.

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

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.

within the completion window, while we do not currently intend to seek shareholder approval to amend our Articles to extend the amount

of time we will have to consummate an initial business combination as we anticipate to complete the Proposed Business Combination within

the completion window, we may elect to do so in the future.

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

do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of our IPO.

we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder

approval to extend the completion window, our Sponsor’s investment in our founder shares and our private placement units will be

The Proposed Business Combination contemplates

a merger subsidiary of our Company merging with and into Merlin, resulting in us acquiring 100% of the equity interests of Merlin.

we do not consummate the Proposed Business Combination and instead pursue an alternate initial business combination, 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 of 1940, as amended (the “ Investment Company Act ”).

Even if the post transaction company owns or acquires 50% or

more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest

in the post transaction company, depending on valuations ascribed to the target and us in the Business Combination.

For example, we could

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

or other equity interests of a target.

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

However, as a result

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

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

If less than 100% of the equity

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

or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above.

If the Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of

all of the target businesses.

We are not prohibited from pursuing an initial

Business Combination with a company that is affiliated with our Sponsor, officers, directors, Inflection Point, or any of their respective

business combination with a company that is affiliated with our Sponsor, officers, directors, the Company, or any of their respective

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

directors, Inflection Point or any of their respective affilaites.

In the event we seek to complete our initial Business Combination with

a company that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion

directors, the Company or any of their respective affiliates.

In the event we seek to complete our initial business combination with a

company that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion

from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration

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obtain such an opinion in any other context.

We were not required to obtain such an opinion with respect to the Proposed Business Combination.

However, we did receive an opinion from Newbridge Securities Corporation to the effect that as of such date and based on and subject to

various assumptions and limitations described in its written opinion, that (i) the Aggregate Consideration to be paid by us pursuant to

the Proposed Business Combination is fair, from a financial point of view as of such date, to the our Unaffiliated Shareholders (defined

as our shareholders other than (a) the Sponsor, (b) Inflection Point Fund, (c) officers, directors or affiliates of the Company, the Sponsor

or Inflection Point Fund, and (d) Public Shareholders who elect to redeem their shares prior to or in connection with the Business Combination),

and (ii) the Proposed Business Combination has an aggregate fair market value of at least eighty percent (80.0%) of the value of

the assets held in the Trust Account for the benefit of the Public Shareholders (excluding any deferred underwriters fees and taxes payable

on the income earned on the Trust Account) at the time of the Business Combination Agreement.

Members of our management team and our independent

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respect to our initial business combination.

For example, in connection with the Proposed Business Combination, our President and Chief

Executive Officer, Michael Blitzer, is expected to serve as a director of New Merlin after the consummation of the Proposed 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.

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 Memorandum provide that, to the fullest extent permitted by law:

pursuant to which such officer or director is or will be required to present an initial business combination opportunity to such entities.

Accordingly, if any of our officers or directors becomes aware of an initial 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 initial business combination opportunity to such other entity, subject to their fiduciary duties under Cayman

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

(i) no individual serving as a director or an officer,

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or directors could materially affect our ability to complete our initial business combination.

In addition, our Sponsor, Co-Founders and our

officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or

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

As a result, our Sponsor, Co-Founders,

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

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

Any such companies, businesses or investments may

present additional conflicts of interest in pursuing an initial Business Combination target.

Sourcing of Potential Business Combination Targets

We believe our Management Team’s significant

operating and transaction experience and relationships will provide us with a substantial number of potential initial Business Combination

Over the course of their careers, the members of our Management Team have developed a broad network of contacts and corporate

relationships around the world.

This network has grown through the activities of our Management Team sourcing, acquiring and financing

businesses, the reputation of our Management Team and advisors for integrity and fair dealing with sellers, financing sources and target

management teams and the experience of our Management Team in executing transactions under varying economic and financial market conditions.

This network has provided our Management Team

with a flow of referrals that has resulted in numerous transactions that were proprietary or where a limited group of investors were invited

to participate in the sale process.

We believe that the network of contacts and relationships of our Management Team will provide us important

sources of investment opportunities.

In addition, we anticipate that target Business Combination candidates will be brought to our attention

from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking

to divest non-core assets or divisions.

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 underwriter’s 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 will make us an attractive business partner, some potential target businesses may view our status as a blank

check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial Business

Combination, negatively.

In addition, prior to the consummation of a Business

Combination, only holders of our Class B Ordinary Shares will have the right to vote on the appointment or removal of directors.

As a result, Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate governance standards.

Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is

held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate

governance requirements.

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 approximately $251.76 million, as of December 31, 2024, after payment of $8,750,000 of deferred underwriting

fees and net of taxes payable, 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.

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

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

business to fit its needs and desires.

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

it will be available to us.

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, 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 we may enter into following the consummation of the Business Combination or otherwise), 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 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 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 are focusing on TMT industries, broadly

Accordingly, there is no current basis for our shareholders to evaluate the possible merits or risks of the target business with

which we may ultimately complete our initial Business Combination.

Although our Management will assess 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.

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 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 following consummation of the Initial Public Offering.

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.

our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial Business

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

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

well as attending trade shows or conventions.

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

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

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

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, Co-Founders or a member of our management team, 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 Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from

working capital.

We will engage a finder only to the extent our

Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach

us on an unsolicited basis with a potential transaction that our Management determines is in our best interest to pursue.

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.

Lack of Business Diversification

For an indefinite period of time after the completion

of our initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business.

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

is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.

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

● subject us to negative economic, competitive and regulatory

developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial

Business Combination, and

● cause us to depend on the marketing and sale of a single product

or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management

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

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

In addition, the future management may not have the

necessary skills, qualifications or abilities to manage a public company.

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

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

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 Memorandum.

However, we will

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

business or other reasons.

Under 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 the company

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

(ii) the expected cost of holding a shareholder

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

(iv) other time and budget

constraints of the company;

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

and burdensome to present to shareholders.

In addition, our Sponsor, officers and directors

have sponsored and may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment

ventures during the period in which we are seeking an initial business combination.

As a result, our Sponsor, officers and directors could

have conflicts of interest in determining whether to present initial business combination opportunities to us or to any other special

purpose acquisition company with which they may become involved.

Any such companies, businesses or investments may present additional

conflicts of interest in pursuing an initial business combination target.

Shareholder Approval of Business Combination

Under the Articles, if we seek shareholder approval

in connection with any proposed initial business combination, as it is doing in connection with the Proposed Business Combination, it

may only complete such proposed initial business combination, including the Proposed Business Combination, if it receives an ordinary

resolution, being the affirmative vote of the holders of a majority of the Ordinary Shares, who, being present in person or by proxy and

entitled to vote at a general meeting, vote at such general meeting.

On March 12, 2026 at the offices of White & Case LLP at 1221 Avenue

of the Americas, New York, New York 10020, we held the EGM to approve proposals in connection with the Proposed Business Combination.

Each of the proposals was approved by the requisite vote of the shareholders.

Voting Restrictions in Connection with Shareholder

Our Sponsor, directors and executive officers

have entered into the letter agreement, dated October 31, 2024 (the “ Letter Agreement ”), to vote their Ordinary Shares

in favor of the Business Combination Proposal, or, if we do not consummate the Proposed Business Combination and instead pursue an alternative

initial business combination opportunity, another proposal to approve the Business Combination.

Further, concurrently with the execution

of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement (as defined below) with Merlin, pursuant

to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting.

In connection with the EGM, each of our Sponsor,

directors and executive officers voted their ordinary shares held by them, as applicable, in favor of the Business Combination Proposal

and the other Transaction Proposals.

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 Rights 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.

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.

On March 12, 2026, we held an EGM for our shareholders

to vote on the Proposed Business Combination.

All proposals were approved by the requisite vote of the shareholders, and we expect to

consummate the Proposed Business Combination on March 16, 2026.

Prior to the EGM, none of the Sponsor, our directors, officers or affiliates

purchased additional securities on the open market.

In the unlikely scenario we do not consummate the Proposed Business Combination and

instead pursue an alternative initial business combination opportunity, at any time prior to an extraordinary general meeting to approve

an initial business combination, during a period when they are not then aware of any material nonpublic information regarding the Company

or its securities, the Sponsor or our directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public

Rights in privately negotiated transactions or in the open market, or take other actions to incentivize non-redemption, although they

are under no obligation to do so.

There is no limit on the number of Public Shares or Public Rights that such persons may purchase in

such transactions, subject to compliance with applicable law and Nasdaq rules.

However, other than as expressly stated herein, 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 Rights in such transactions.

purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our securities, is no longer

the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor or our directors,

managers, 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.

The purpose of any such transactions could be

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

to (1) increase the likelihood of obtaining shareholder approval of the initial business combination, (2) reduce the number of Public

Rights outstanding and/or increase the likelihood of approval on any matters submitted to the public Share Right holders for approval

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

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

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

to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such

requirement would otherwise not be met.

7 unchanged sentences

may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests

submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our

initial Business Combination.

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

transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem

their shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such shareholder

has already submitted a proxy with respect to our initial Business Combination but only if such shares have not already been voted at

the general meeting related to our initial Business Combination.

Our Sponsor, directors, officers, advisors and their affiliates will

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

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

and the other federal securities laws.

Our Sponsor, directors, officers, advisors and

their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5

of the Exchange Act.

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

to the extent such purchasers are subject to such reporting requirements.

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

advisors and their affiliates were to purchase Public Shares or Public Rights 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 Rights 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 Rights 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 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 all or a portion of their Class A ordinary shares, regardless of whether they abstain, vote for, or vote against,

our initial Business Combination, upon the completion of our initial Business Combination at a per-share price, payable in cash, equal

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

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 $10.07 per Public Share as of December 31, 2024.

The per share amount we will distribute to investors who properly redeem

their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our Sponsor, officers and directors

have entered into a 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 Class A ordinary shares that are validly submitted for redemption plus any amount required to

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

to us, we will not complete the initial Business Combination or redeem any shares, and all Class A ordinary shares submitted for

redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity-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 following consummation of the Initial Public Offering, in order to, among other reasons, satisfy

such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our Public Shareholders with the

opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial Business Combination either

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

of a tender offer.

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

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

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

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

under SEC rules), as described above under the heading “ Shareholders May Not Have the Ability to Approve Our Initial Business

Combination .” 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 Memorandum would require shareholder approval.

So long as we obtain and maintain

a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

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 Memorandum and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq.

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 Memorandum:

● 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

● 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 Memorandum,

which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in

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

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

Our Sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our Sponsor, officers

and directors have agreed to vote their founder shares, private placement shares and any Public Shares purchased during or after this

offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination (except that any

Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be

voted in favor of approving the Business Combination transaction).

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 and private placement shares, we would need 8,120,834, or 32.5%, of the 25,000,000 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.

Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing

a quorum under our Amended and Restated Memorandum vote their shares at a general meeting of the company, we will not need any Public

Shares in addition to our founder shares to be voted in favor of an initial Business Combination in order to approve an initial Business

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

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

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

by proxy at the applicable general meeting of the company.

In addition, prior to the closing of our initial Business Combination, only

holders of our Class B ordinary shares (i) will have the right to vote 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 vote against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or

whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

If a shareholder vote is not required and we do

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

● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E

of the Exchange Act, which regulate issuer tender offers;

● file tender offer documents with the SEC prior to completing

our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination

and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions pursuant to

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

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

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

are permitted to redeem.

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

and not complete the initial Business Combination.

Upon the public announcement of our initial Business

Combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our Sponsor will terminate any plan established

in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5

under the Exchange Act.

We intend to require our Public Shareholders seeking

to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s

option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using

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

requiring Public Shareholders to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently

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

redemptions and result in additional administrative cost.

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

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

their shares.

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 Class A ordinary shares that are validly submitted for redemption plus any amount required to

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

to us, we will not complete the initial Business Combination or redeem any shares, and all Class A ordinary shares submitted for

redemption will be returned to the holders thereof.

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

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

agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy

such net tangible assets or minimum cash requirements.

Limitation on Redemption Upon Completion of Our Initial Business

If We Seek Shareholder Approval

If we seek shareholder approval of our initial

Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer

rules, our Amended and Restated Memorandum provide that a public shareholder, together with any affiliate of such shareholder or any other

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

will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent.

We believe this restriction

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

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

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

Absent this provision, a public shareholder holding

more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s

shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders’ ability to redeem no more than 15% of the Public Shares sold in the Initial Public Offering without

our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability

to complete our initial Business Combination, particularly in connection with a Business Combination with a target that requires as a

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

However, we would not be restricting our shareholders’

ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination.

Delivering Share Certificates in Connection with the Exercise of Redemption

As described above, we intend to require our Public

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares 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 holders of our Public Shares in connection with our initial Business Combination will

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

Accordingly, a public shareholder would have

up to two business days prior to the scheduled vote on the initial Business Combination if we distribute proxy materials, or

from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its

shares if it wishes to seek to exercise its redemption rights.

In the event that a shareholder fails to comply with these or any other

procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

Given the relatively short

exercise period, it is advisable for shareholders to use electronic delivery of their Public Shares.

There is a nominal cost associated with the above-referenced

process and the act of certificating the 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 and it would be up to the broker whether or not to pass this cost on

to the redeeming holder.

However, this fee would be incurred regardless

of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares.

The need to deliver shares

is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such shares, once made,

may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.

Furthermore, if

a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior

to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate

(physically or electronically).

It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem

their shares will be distributed promptly after the completion of our initial Business Combination.

If our initial Business Combination is not approved

or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be entitled to redeem

their shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any certificates delivered

by public holders who elected to redeem their 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 completion window.

Redemption of Public Shares and Liquidation if No Initial Business

Our Amended and Restated Memorandum provides that

we have only the duration of the completion window to complete our initial Business Combination.

If we have not completed our initial

Business Combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as

promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor),

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

interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest

to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public

Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable

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

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

of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect

to our Public Rights, which will expire worthless if we fail to complete our initial Business Combination within the completion window.

Our Sponsor, officers and directors have entered

into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with

respect to any founder shares and private placement shares held by them if we fail to complete our initial Business Combination within

the completion window, 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 this 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

Our Sponsor, officers and directors have also

agreed, pursuant to the letter agreement, that they will not propose any amendment to our Amended and Restated Memorandum (A) to

modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem

100% of our Public Shares if we do not complete our initial Business Combination within the completion window or (B) with respect

to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case unless

we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held

in the Trust Account (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 working capital, 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 on interest income earned on the Trust Account balance, we may

request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of

the Initial Public Offering and the Private Placement, other than the proceeds deposited in the Trust Account, and without taking into

account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would

be approximately $10.07 as of December 31, 2024 (net of taxes payable).

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 shareholders will not be substantially less than $10.07 (based on the Trust Account

balance as of December 31, 2024).

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

submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial

Business Combination.

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

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

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

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

meeting related to our initial Business Combination.

Our Sponsor, directors, officers, advisors and their affiliates will select which

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

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

securities laws.

The Sponsor or our directors, officers, advisors

and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of

the Exchange Act.

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

the extent such purchasers are subject to such reporting requirements.

Additionally, in the event the Sponsor or the Company’s directors,

managers, officers, advisors and their affiliates were to purchase Public Shares or Public Rights, 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:

● this Annual Report discloses, and any proxy statement and/or prospectus

filed in connection with such business combination would disclose, the possibility that the Sponsor or our directors, managers, officers,

advisors and their affiliates may purchase Public Shares or Public Rights from Public Shareholders outside the redemption process, along

with the purpose of such purchases;

● if the Sponsor or our directors, managers, officers, advisors and their affiliates were to purchase Public

Shares from Public Shareholders, they would do so at a price no higher than the price at which Public Shares may be redeemed;

● any of our securities purchased by the Sponsor or our directors, managers, officers, advisors and their

affiliates will not be voted in favor of the initial business combination;

● the Sponsor or our directors, managers, officers, advisors and their affiliates will 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 will disclose in a Form 8-K, before the extraordinary general meeting, the following material

○ the amount of securities purchased outside of the redemption offer by the Sponsor or the Company’s,

the Company’s, or the target business’ directors, managers, officers, advisors and their affiliates, along with the purchase

○ the purpose of the purchases by the Sponsor or the Company’s, the Company’s, or the target

business’ directors, managers, officers, advisors and their affiliates;

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

their affiliates on the likelihood that the initial business combination will be approved;

○ the identities of the security holders who sold to the Sponsor or the Company’s directors, managers,

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 the Sponsor, the Company’s, or the target business’ directors, managers, officers, advisors and their

○ the number of Public Shares for which the Company has received redemption requests pursuant to its redemption

Redemption If No Business Combination

We have until November 4, 2026 (or such later

date as our shareholders may approve in accordance with the Articles, subject to applicable law) to complete an initial business combination.

We expect to consummate the Proposed Business Combination on March 16, 2026.

If we do not consummate the Proposed Business Combination

and instead pursue an alternative initial business combination opportunity and are unable to complete our initial business combination

by November 4, 2026 (or such later date as our shareholders may approve in accordance with the Articles), we will as promptly as reasonably

possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in

the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other

applicable law.

In such event, the rights may be worthless.

The Sponsor and our officers and directors have

entered into 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 by November 4, 2026 (or such

later date as our shareholders may approve in accordance with the Articles, subject to applicable law).

However, if we do not consummate

the Proposed Business Combination and instead pursue an alternative initial business combination opportunity, prior to which the Sponsor

or management team acquires Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such

Public Shares if we fail to complete its initial business combination by November 4, 2026 (or such later date as our shareholders

may approve in accordance with the Articles, subject to applicable law).

The Sponsor, officers and directors have agreed,

pursuant to written agreements with us, that they will not propose any amendment to the Articles (A) to modify the substance or timing

of our obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if we

do not complete our initial business combination within the completion window or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-initial business combination activity, unless we provide our Public Shareholders

with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share redemption 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 Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable),

divided by the number of then issued and outstanding Public Shares.

We do not expect to liquidate nor dissolve as

we have received requisite shareholder approval for the Proposed Business Combination at the EGM, and we expect to consummate the Proposed

Business Combination by March 16, 2026.

In the unlikely event we undergo liquidation or dissolution, we expect that all costs and expenses

associated with implementing our liquidation and dissolution, as well as payments to any creditors, will be funded from proceeds held

outside the Trust Account, 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 its liquidation and 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 it an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

Without taking into account interest, if any,

earned on the Trust Account, the per-share redemption amount received by Public Shareholders upon our dissolution

would be approximately $10.49 as of December 31, 2025.

The proceeds deposited in the Trust Account could, however, become subject to the

claims of our creditors who would have higher priority than the claims of Public Shareholders.

We cannot assure you that the actual per-share redemption

amount received by Public Shareholders will not be substantially less than $10.49.

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 sought, and will continue to seek,

to have all vendors, service providers, prospective target businesses and other entities with which it does 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 its 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 we believe 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 of this offering 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 assets, net of 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 this 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

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.

of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

WithumSmith+Brown PC, our independent registered public accounting firm, and the underwriters of the IPO

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, the 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, 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 assets, net of 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 the indemnity of the underwriters

of our IPO against certain liabilities, including liabilities under the Securities Act.

However, we have not asked the Sponsor to reserve

for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity

obligations and we believe that the Sponsor’s only assets are our securities.

Therefore, we cannot assure you that the 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 its 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 assets,

in each case net of 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.

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

assets, in each case less taxes payable, and the 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 the Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal

action on its behalf against the Sponsor to enforce the Sponsor’s 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 are seeking 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,

price will not be less than $10.00 per Public Share.

We sought, and will seek, to reduce the possibility

that the 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

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

of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

4 unchanged sentences

for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by

In the event that the offering expenses are less than our estimate of $750,000, the amount of funds available outside the Trust

Account would increase by a corresponding amount.

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.

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 Public Share to its Public Shareholders.

Additionally, if we file a bankruptcy

or insolvency petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,

any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or 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 its 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 completion window, (ii) in connection with a shareholder vote to amend our Amended and Restated Memorandum

(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or

to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the completion window or (B) with

respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (iii) if

they redeem their respective shares for cash upon the completion of our initial Business Combination, subject to applicable law and any

limitations (including but not limited to cash requirements) created by the terms of the proposed Business Combination.

In no other circumstances

will a shareholder have any right or interest of any kind to or in the Trust Account.

In the event we seek shareholder approval in connection

with our initial Business Combination, a shareholder’s voting in connection with the Business Combination alone will not result

in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.

Such shareholder must have

also exercised its redemption rights described above.

These provisions of our Amended and Restated Memorandum, like all provisions of

our Amended and Restated Memorandum, 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

Our ability to acquire larger target businesses will be 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 Rights, and the future dilution they potentially represent, may not be viewed favorably by certain target

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

We currently have two officers:

and Robert Folino.

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 whether a target business has been selected for our initial Business Combination and 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

combination within the completion window, subject to applicable law and the Articles, (ii) in connection with a shareholder vote

to amend our Articles (A) to modify the substance or timing of our obligation to allow Redemptions in connection with our initial

business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion

window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination, subject

to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed initial business

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

we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the

initial business combinationalone 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 the Articles,

like all provisions of the Articles, may be amended with a shareholder vote.

Redemption Rights for Public Shareholders

upon Completion of our Initial Business Combination

In connection with the Proposed Business Combination,

we provided the opportunity to Public Shareholders to redeem their Public Shares if they properly tendered their Public Shares pursuant

to the procedures outlined in our Registration Statement prior to March 10, 2025.

If we do not consummate the Proposed Business Combination

and instead pursue an alternative initial business combination opportunity, 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 initially $10.00 per Public Share

as of immediately following our IPO.

The per share amount we will distribute to investors who properly redeem their shares will not be

reduced by the deferred underwriting commissions we will pay to the underwriters.

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,

shares underlying the Private Placement Units and any Public Shares they may hold in connection with the completion of our initial business

Manner of Conducting Redemptions

In connection with the Proposed Business Combination,

we provided the opportunity to Public Shareholders to redeem their Public Shares if they properly tendered their Public Shares pursuant

to the procedures outlined in our Registration Statement prior to 5:00 PM ET on March 10, 2025.

In the unlikely event we do not consummate

the Proposed Business Combination as expected, and instead we pursue an alternative initial business combination opportunity, we will

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

our initial business combination either (i) in connection with a general meeting called to approve the initial 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

initial 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 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 Nasdaq’s shareholder approval 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 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, 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 Articles:

● 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;

● 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 Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled

to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company.

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, any shares underlying the Private Placement

Units and any Public Shares purchased during or after this offering (including in open market and privately-negotiated transactions)

in favor of our initial business combination (except that any Public Shares such parties may purchase in compliance with the

requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the initial business combination

transaction).

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 and shares

underlying the Private Placement Units, we would need 8,120,834, or 32.5%, of the 25,000,000 Public Shares sold in the IPO 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.

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

representing a quorum under our Articles vote their shares at a general meeting of the company, we will not need any Public Shares

in addition to our Founder Shares to be voted in favor of an initial business combination in order to approve an initial business

However, if our initial business combination is structured as a statutory merger or consolidation with another company

under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the

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

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

In addition, prior to the closing of our initial

business combination, only holders of our Class B Ordinary Shares (i) will have the right to vote 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 vote against the proposed transaction, or whether they do not

vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the

general meeting held to approve the proposed transaction.

If a shareholder vote is not

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

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

issuer tender offers;

● file tender offer documents with the SEC prior to completing our initial Business Combination which contain

substantially the same financial and other information about the initial Business Combination and the redemption rights as is required

under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions

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

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

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

are permitted to redeem.

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

and not complete the initial business combination.

Upon the public

announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our

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

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

We intend to require our Public

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer

agent electronically using the 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.

Periodic Reporting and Financial Information

We have registered our units, Class A ordinary

shares and Public Rights 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.

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.

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

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

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

The proxy materials or tender offer documents,

as applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination will indicate

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

We believe that this will allow our transfer agent

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

could delay redemptions and result in additional administrative cost.

If the proposed initial business combination is not approved and

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

to redeem their shares.

Although the Proposed Business Combination does

not, 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 Class A Ordinary Shares that are validly submitted for

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

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

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

We may, however, raise funds through the issuance

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

including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering,

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

In connection with the Proposed Business Combination,

we provided the opportunity to Public Shareholders to redeem their Public Shares if they properly tendered their Public Shares pursuant

to the procedures outlined in our Registration Statement prior to 5:00 PM ET on March 10, 2025.

If we do not consummate the Proposed Business

Combination and instead pursue an alternative initial business combination opportunity, in connection with which we do not conduct redemptions

in connection pursuant to the tender offer rules, our Articles provide that a Public Shareholder, together with any affiliate of such

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

of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent.

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

their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to

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

Absent this provision,

a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption

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

or on other undesirable terms.

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

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

our ability to complete our initial business combination, particularly in connection with an initial business combination with a target

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

The Proposed Business Combination does

not have such a closing condition/.

Inflection Point’s executive offices are

located at 1345 Avenue of the Americas, Floor 47, New York, NY 10105, provided by an affiliate of the Sponsor free of charge,

and our telephone number is (212) 984-3835.

We consider our current office space adequate for our current operations.

We currently have three officers:

Michael Blitzer,

Robert Folino and Kevin Shannon.

These individuals are not obligated to devote any specific number of hours to Inflection Point’s

matters but they devote as much of their time as they deem necessary to Inflection Point’s affairs until it has completed its initial

business combination.

The amount of time they devote in any time period will vary based on whether a target business has been selected

for Inflection Point’s initial business combination and the stage of the Business Combination process it is in.

We do not intend

to have any full time employees prior to the completion of our initial business combination, currently anticipated on March 16, 2026.

Periodic Reporting

We are required to file Annual Reports on Form

10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current

Report on Form 8-K.

The SEC maintains an Internet website that contains reports, proxy and information statements and other information

regarding issuers that file electronically with the SEC.

The SEC’s Internet website is located at www.sec.gov.

In addition, the

Company will provide copies of these documents without charge upon request from us in writing at 1345 Avenue of the Americas, Fl 47, New

York, NY 10105 or by telephone at +1 (212) 984-3835.

We are a Cayman Islands exempted company.

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.

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 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 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

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the

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.

the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a

period of 20 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 shares, debentures

or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or

capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

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.

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) November 4, 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

the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (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

Additionally, we are “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.

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.

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.

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