What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-31 · 230 added, 121 removed, 128 unchanged (73% of the section changed)

11 unchanged sentences

ordinary shares.

During July and August 2024, our sponsor transferred 25,000 founder shares to each of our independent directors (an aggregate

of 75,000 founder shares) at their original purchase price.

On December 6, 2024, our sponsor surrendered 1,915,900 founder shares for

no consideration.

Our initial shareholders currently hold an aggregate of 5,750,000 founder shares.

During July and August 2024, our sponsor transferred 25,000 founder shares to each of three independent directors (an

aggregate of 75,000 founder shares) at their original purchase price.

On December 6, 2024, our sponsor surrendered 1,915,900 founder shares

for no consideration.

On April 25, 2025, our sponsor transferred 25,000 founder shares to our fourth independent director.

shareholders currently hold an aggregate of 5,750,000 founder shares.

Subject to each non-managing investor purchasing,

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placed in a trust account, with Continental Stock Transfer & Trust Company acting as trustee.

Proposed Business Combination

Business Combination Agreement

On March 8, 2026, we entered into a business combination

agreement (the “Business Combination Agreement”) by and among us, Plum IV Merger Sub, Inc., a Delaware corporation and our

direct wholly owned subsidiary (“Merger Sub”), and Controlled Thermal Resources Holdings Inc., a Delaware corporation (“CTR”),

pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into CTR

(the “Merger”), with CTR continuing as the surviving company.

The transactions contemplated by the Business Combination Agreement

are referred to in this Annual Report as the “Business Combination.” The combined company’s business is expected to

continue to operate through CTR.

The proposed Merger is expected to be consummated after receipt of the required approvals by our shareholders

and CTR’s stockholders and the satisfaction or waiver of certain other customary conditions.

Domestication

At least two (2) business days prior to the Closing

Date (as defined in the Business Combination Agreement), subject to the satisfaction or waiver of the conditions of the Business Combination

Agreement, the Company will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware

corporation (“Domesticated Plum IV”) in accordance with Section 388 of the General Corporation Law of the State of Delaware,

as amended, and Part 12 of the Companies Act (as revised) of the Cayman Islands (such continuation and domestication, the “Domestication”).

By virtue of the Domestication upon its effectiveness, (a) each then

issued and outstanding Class A ordinary share, par value $0.0001 per share, of the Company (each a “Class A Ordinary Share”)

(other than any Class A Ordinary Share included in the Cayman Purchaser Units (as defined in the Business Combination Agreement)) shall

convert automatically, on a one-for-one basis, into one (1) share of common stock of Domesticated Plum IV (the “Domesticated Purchaser

Common Stock”);

(b) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Company (each a

“Class B Ordinary Share”) shall convert automatically, on a one-for-one basis, into one (1) share of Class B common stock

of Domesticated Plum IV (the “Domesticated Purchaser Class B Common Stock”);

of the Company (other than any Cayman Purchaser Public Warrants (as defined in the Business Combination Agreement)) included in the Cayman

Purchaser Units) (each a “Cayman Purchaser Warrant”) shall convert automatically into a warrant to acquire one (1) share of

Domesticated Purchaser Common Stock (each a “Domesticated Purchaser Warrant”), pursuant to the Warrant Agreement (as defined

in the Business Combination Agreement);

and (d) each then issued and outstanding Cayman Purchaser Unit shall be cancelled and will thereafter

entitle the holder thereof to one (1) share of Domesticated Purchaser Common Stock and one-half of one (1) Domesticated Purchaser Warrant,

in each case without any action on the part of the Company, Merger Sub, the Company or any holder of securities of any of the foregoing.

The Merger and Consideration

Following the Domestication, at the Effective

Time (as defined in the Business Combination Agreement), by virtue of the Merger, each share of capital stock of Merger Sub issued and

outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one (1) share

of common stock, par value $0.0001 per share, of the surviving company.

Subject to, and in accordance with the terms and conditions of the

Business Combination Agreement, at the Effective Time (as defined in the Business Combination Agreement):

(i) each share of common stock of CTR (the “CTR Common

Stock”) issued and outstanding (or deemed to be issued and outstanding under the terms of the Business Combination Agreement) immediately

prior to the Effective Time, except for (a) shares held by the Company or Merger Sub (or any subsidiaries of the Company), (b) shares

held by the CTR as treasury stock, if any (each share covered in subclause (a) and (b), an “Excluded Share”), (c) shares

held by stockholders who have properly exercised and not withdrawn appraisal rights under Delaware law (the “Dissenting Shares”),

and (d) shares of CTR Common Stock issued pursuant to an award of restricted stock that is, as of immediately prior to the Closing Date

(as defined in the Business Combination Agreement), subject to a substantial risk of forfeiture and is not transferable (the “CTR

Restricted Shares”), will be cancelled and converted into the right to receive the Per Share Merger Consideration (as defined in

the Business Combination Agreement);

(ii) each Excluded Share shall be automatically cancelled and

retired without any conversion thereof and shall cease to exist, and no consideration shall be delivered in exchange therefor;

(iii) each option to purchase shares of the CTR Common Stock (the

“CTR Option”) that is outstanding immediately prior to the Effective Time will be automatically assumed by Domesticated Plum

IV and converted into an option to purchase a number of shares of Domesticated Purchaser Common Stock equal to the product (rounded down

to the nearest whole number) of (x) the number of shares of CTR Common Stock subject to such CTR Option immediately prior to the Effective

Time and (y) the Exchange Ratio (as defined in the Business Combination Agreement), at an exercise price per share (rounded up to the

nearest whole cent) equal to the quotient of (A) the exercise price per share of such CTR Option immediately prior to the Effective Time

divided by (B) the Exchange Ratio;

(iv) each award of the CTR Restricted Shares (the “CTR Restricted

Share Award”) that is outstanding immediately prior to the Effective Time will be automatically assumed by Domesticated Plum IV

such that each CTR Restricted Share Award will be converted into an award for a number of restricted shares of Domesticated Purchaser

Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of CTR Restricted Shares and

(y) the Exchange Ratio;

(v) each warrant to purchase shares of the CTR Common Stock (the

“CTR Warrant”) that is outstanding immediately prior to the Effective Time will be automatically assumed by the Domesticated

Plum IV such that, as of the Effective Time, each CTR Warrant shall instead be converted into a warrant to purchase a number of shares

of Domesticated Purchaser Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of

CTR Common Stock issuable upon exercise of such CTR Warrant and (y) the Exchange Ratio, at an exercise price per share (rounded up to

the nearest whole cent) equal to the quotient of (A) the exercise price per share of such CTR Warrant immediately prior to the Effective

Time divided by (B) the Exchange Ratio.

The Class B Conversion

At the Effective Time, by virtue of the Merger and the applicable provisions

of the certificate of incorporation of Domesticated Plum IV (the “Domesticated Purchaser Charter”), each share of Domesticated

Purchaser Class B Common Stock then issued and outstanding shall be automatically cancelled and extinguished and converted into one (1)

share of Domesticated Purchaser Common Stock.

Transaction Support

Simultaneously with the

execution and delivery of the Business Combination Agreement, we and certain stockholders of CTR, who collectively have the right to cast

at least 60% of the votes entitled to be cast at a special meeting of CTR’s stockholders (collectively, the “Supporting CTR

Stockholders”) entered into a transaction support agreement (the “Transaction Support Agreement”), pursuant to which

the Supporting CTR Stockholders have agreed, among other things, to vote all of their shares of CTR’s common stock in favor of adopting

and approving the Business Combination Agreement and the Business Combination.

Registration Rights

In connection with the

Business Combination, simultaneously with the closing of the Business Combination (the “Closing”), we and certain holders

will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”)

that amends and restates the Registration Rights Agreement, dated January 14, 2025, by and among us, our sponsor and certain other security

holders named therein, pursuant to which, among other things, (i) we will agree to file, as soon as practicable (and in any event within

thirty (30) calendar days) following the closing date, a registration statement covering the resale of certain equity securities held

by the sponsor and such other securityholders parties thereto;

and (ii) such holders of registrable securities will be granted certain

takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each case, on the terms

and subject to the conditions set forth in the Amended and Restated Registration Rights Agreement.

Lock-Up Agreement

In connection with the

Business Combination, simultaneously with the closing, we, our sponsor and certain stockholders of CTR (such holders, collectively, the

“Lock-Up Parties”) will enter into a Lock-Up Agreement (the “Lock-Up Agreement”).

The Lock-Up Agreement will provide

that, during the applicable Lock-Up Period (as defined in the Lock-Up Agreement), subject to certain exceptions, the Lock-Up Parties will

not, with respect to the Lock-Up Securities (as defined in the Lock-Up Agreement), (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, or establish

or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position, (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 security, whether

any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce the intention to

effect any transaction specified in clause (i) or (ii).

Selection of a Target Business and Structuring

17 unchanged sentences

In any case, we will only complete an initial

business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities

of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as

an investment company under the Investment Company Act.

If less than 100% of the equity interests or assets of a target business or businesses

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

will be valued for purposes of the 80% fair market value test.

There is no basis for investors in the initial public offering to evaluate

the possible merits or risks of any target business with which we may ultimately complete our initial business combination.

business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the

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

company under the Investment Company Act.

If less than 100% of the equity interests or assets of a target business or businesses are owned

or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued

for purposes of the 80% fair market value test.

There is no basis for investors in the initial public offering to evaluate the possible

merits or risks of any target business with which we may ultimately complete our initial business combination.

To the extent we effect our initial business combination

18 unchanged sentences

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 (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public

shares, subject to the limitations described herein.

At the completion of our initial business combination, we will be required to purchase

any ordinary shares properly delivered for redemption and not withdrawn.

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 (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares,

subject to the limitations described herein.

At the completion of our initial business combination, we will be required to purchase any

ordinary shares properly delivered for redemption and not withdrawn.

The amount in the trust account is initially anticipated to be $10.10

per public share.

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.

The redemption rights will include the requirement that a beneficial

holder must identify itself in order to validly redeem its public shares.

There will be no redemption rights upon the completion of our

initial business combination with respect to our public warrants.

Our initial shareholders, directors and officers have entered into a

letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public

shares held by them in connection with the completion of our initial business combination.

The non-managing investors are not required

to (i) hold any units, Class A ordinary shares or public warrants they may purchase in the initial public offering or thereafter

for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business

combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination.

The non-managing investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary

shares underlying the units they may purchase in the initial public offering as the rights afforded to our other public shareholders.

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.

The redemption rights will include the requirement that a beneficial holder

must identify itself in order to validly redeem its public shares.

There will be no redemption rights upon the completion of our initial

business combination with respect to our public warrants.

Our initial shareholders, directors and officers have entered into a letter

agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares

held by them in connection with the completion of our initial business combination.

The non-managing investors are not required to (i)

hold any units, Class A ordinary shares or public warrants they may purchase in the initial public offering or thereafter for any amount

of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii)

refrain from exercising their right to redeem their public shares at the time of our initial business combination.

The non-managing investors

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

may purchase in the initial public offering as the rights afforded to our other public shareholders.

Limitation on Redemption Upon Completion of

4 unchanged sentences

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 redeeming its shares 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, our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market

price or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold

in the initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us,

our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms.

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares 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, our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price

or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in

the initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our

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

By limiting our shareholders’

12 unchanged sentences

(1) cease all operations except for the purpose of winding up;

(2) as promptly as reasonably

possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal

to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which

interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to us to

pay our taxes, if any, 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

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

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

of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect

to our public warrants, which will expire worthless if we fail to complete our initial business combination by July 16, 2026.

We expect to encounter intense competition from

other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),

other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly,

acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical,

human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted

with those of many of these competitors.

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

proceeds of the initial public offering and, our ability to compete with respect to the acquisition of certain target businesses that

are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing

the acquisition of certain target businesses.

Furthermore, in the event we seek shareholder approval of our initial business combination

and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our

initial business combination.

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

(2) as promptly as reasonably possible

but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be

net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to us to pay our taxes, if

any, 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 (3) as promptly

as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate

and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our public warrants, which will

expire worthless if we fail to complete our initial business combination by July 16, 2026.

We have encountered and, if the business combination

with CTR is not completed, may in the future encounter intense competition from other entities having a business objective similar to

ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities,

domestic and international, competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well

established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in

or providing services to various industries.

Many of these competitors possess greater technical, human and other resources or more local

industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the initial public offering

and, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available

financial resources.

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

Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class

A ordinary shares, it will potentially reduce the resources available to us for our initial business combination.

Any of these obligations

may place us at a competitive disadvantage in successfully negotiating a business combination.

We currently have two officers and do not intend

to have any full-time employees prior to the completion of our initial business combination.

Members of our management team are not

obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary

to our affairs until we have completed our initial business combination.

The amount of time that any such person will devote in any time

period will vary based on whether a target business has been selected for our initial business combination and the current stage of the

business combination process.

Members of our management team are not obligated

to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs

until we have completed our initial business combination.

The amount of time that any such person will devote in any time period will

vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination

Periodic Reporting and Financial Information

We have registered our units, Class A ordinary

shares and public warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual,

quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will

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

shares and public warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly

and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements

audited and reported on by our independent registered public accounting firm.

We will provide shareholders with audited financial

9 unchanged sentences

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

We will be required to evaluate our internal control

We are required to evaluate our internal control

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

Only in the event we are deemed

to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply

with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

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 acquisition.

We 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.

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 comply with

the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

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 acquisition.

We filed a Registration Statement on Form 8-A

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

As a result, we are subject to the rules and

regulations promulgated under the Exchange Act.

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

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

We are an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of

certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth

companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of

any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be

a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act

also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of

the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can

delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take

advantage of the benefits of this extended transition period.

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) following the fifth anniversary of the completion of the initial

public offering, (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 ordinary shares that is held by non-affiliates exceeds $700 million

as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in

non-convertible debt securities during the prior three-year period.

References herein to “emerging growth company”

will have the meaning associated with it in the JOBS Act.

the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial public offering,

(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 ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s

second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the

prior three-year period.

References herein to “emerging growth company” will have the meaning associated with it in the JOBS

Additionally, we are a “smaller reporting

company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain

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

remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares

held by non-affiliates 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 ordinary shares held

by non-affiliates equals or 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 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 ordinary shares held by non-affiliates equals or 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