What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-31 compared with 2025-03-31 · 789 added, 823 removed, 1405 unchanged (53% of the section changed)

Summary of Risk Factors

An investment in our securities involves a high degree of risk.

You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before

making a decision to invest in our units.

If any of the following events occur, our business, financial condition and operating results

may be materially adversely affected.

In that event, the trading price of our securities could decline, and you could lose all or part

of your investment.

An investment in our securities involves a

high degree of risk.

You should consider carefully all of the risks described below, together with the other information contained in

this Annual Report, before making a decision to invest in our units.

If any of the following events occur, our business, financial condition

and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline, and you

could lose all or part of your investment.

Such risks include, but are not limited to :

We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

If we seek shareholder approval of our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

● We have no operating history and

no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

● Our public shareholders may not

be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination

even though a majority of our public shareholders do not support such a combination.

● If we seek shareholder approval

of our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business

combination, regardless of how our public shareholders vote.

● Your only opportunity to affect

the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares

from us for cash, unless we seek shareholder approval of such business combination.

● The ability of our public shareholders

to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make

it difficult for us to enter into a business combination with a target.

● The ability of our public shareholders

to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination

or optimize our capital structure.

● The ability of our public shareholders

to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination

would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

● The requirement that we complete

our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating

a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in

particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on

terms that would produce value for our shareholders.

● We may not be able to complete

our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose

of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.10 per

share, or less than such amount in certain circumstances, and our warrants will expire worthless.

● Our search for an initial business

combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely

affected by current global geopolitical conditions.

Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.

Recent increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

Macro-economic turbulence and instability relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results of operations and our ability to successfully consummate a business combination.

We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

6 unchanged sentences

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.

risk factors related to CTR and our proposed Business Combination, please review the S-4 Registration Statement, including our preliminary

proxy statement/prospectus to be included therein, and the definitive proxy statement/prospectus to be filed by us.

Risks Relating to our Search for, Consummation

6 unchanged sentences

evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses.

We may be unable to complete our initial business combination.

If we fail to complete our initial business combination, we will never

generate any operating revenues.

We may be unable to complete our initial business combination, including the proposed Business Combination with CTR.

If we fail to complete

our initial business combination, we will never generate any operating revenues.

Our public shareholders may not be afforded

30 unchanged sentences

by our public shareholders.

The non-managing investors are not required to (i) hold any units, Class A ordinary shares or public

warrants they may purchase, (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

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

shares underlying the units purchased as the rights afforded to our other public shareholders.

The non-managing investors are not required to (i) hold any units, Class A ordinary shares or public warrants

they may purchase, (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 have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units

purchased as the rights afforded to our other public shareholders.

Your only opportunity to affect the investment

8 unchanged sentences

decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which

will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe

our initial business combination.

will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our

initial business combination.

The ability of our public shareholders to

71 unchanged sentences

For example, geopolitical instability emanating from

the ongoing conflict between Russia and the Ukraine as well as tensions in the Middle East following Hamas’ invasion of Israel on

October 7, 2023, could limit our ability to complete our initial business combination, including as a result of increased market

volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Additionally,

geopolitical stability may negatively impact businesses we may seek to acquire.

the ongoing conflict between Russia and the Ukraine and the recent escalation of conflict in the Middle East could limit our ability to

complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party

financing being unavailable on terms acceptable to us or at all.

Additionally, geopolitical stability may negatively impact businesses

we may seek to acquire.

If we have not completed our initial business

1 unchanged sentence

(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.

In such case, our public shareholders may receive only $10.10 per share, or

less than $10.10 per share, on the redemption of their shares, and our warrants will expire worthless.

See “— If third

parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received

by shareholders may be less than $10.10 per share ” and other risk factors herein.

(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;

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.

In such case, our public shareholders may receive only $10.10 per share, or less than $10.10 per share, on the

redemption of their shares, and our warrants will expire worthless.

See “- If third parties bring claims against us, the proceeds

held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share ”

and other risk factors herein.

If we are unable to complete an initial business

1 unchanged sentence

extend the period of time we have to complete an initial business combination beyond 18 months.

Any amendment of our amended and

restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands

law, meaning that such an amendment must be approved by holders of at least two-thirds of our ordinary shares who attend and vote (whether

Any amendment of our amended and restated

memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law,

meaning that such an amendment must be approved by holders of at least two-thirds of our ordinary shares who attend and vote (whether

in person or by proxy) at a general meeting of the company.

5 unchanged sentences

and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected

by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas

by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in

the Middle East.

United States and global markets are experiencing

volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation

of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)

deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries

have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal

of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine

and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the

Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,

the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that

could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable,

they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply

chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect

the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

of conflict in the Middle East, including the recent conflict involving the United States, Israel and Iran.

The invasion of Ukraine by

Russia and the escalation of conflict in the Middle East, including U.S.

and Israeli strikes on Iran, and retaliatory strikes by Iran

on, among others, Israel, Saudi Arabia, and the United Arab Emirates, and the resulting measures that have been taken, and could be taken

in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries

have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact

of the ongoing conflicts are highly unpredictable, they have led to and could continue to create market disruptions, including significant

volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.

Any of the abovementioned factors,

or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion

of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect our search

or any other negative impact on the global economy, capital markets or other geopolitical conditions could adversely affect our search

for an initial business combination and any target business with which we may ultimately consummate an initial business combination.

extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could

be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in

expanded military operations on a global scale.

Any such disruptions may also have the effect of heightening many of the other risks described

in this section.

If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate

an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination,

may be materially adversely affected.

extent and duration of the ongoing conflicts and any related market disruptions are impossible to predict, but could be substantial, particularly

if geopolitical tensions result in expanded military operations on a global scale.

Any such disruptions may also have the effect of heightening

many of the other risks described in this section.

If these disruptions or other matters of global concern continue for an extensive period

of time, our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately

consummate an initial business combination, may be materially adversely affected.

Military or other conflicts in Ukraine,

6 unchanged sentences

initial business combination on acceptable commercial terms, or at all.

Recent increases in inflation in the United States

and elsewhere could make it more difficult for us to consummate a business combination.

Recent increases in inflation in the United Stated

and elsewhere may be leading to increased price volatility in publicly traded securities, including ours, and may lead to other national,

regional and international economic disruptions, any of which could make it more difficult for us to consummate a business combination.

Macro-economic turbulence and instability

relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, investments and results

of operations and our ability to successfully consummate a business combination.

A deterioration in economic conditions and related

drivers of global uncertainty and change, such as reduced business activity, high unemployment, rising interest rates, housing prices,

and energy prices (including the price of gasoline), increased consumer indebtedness, lack of available credit, the rate of inflation,

and consumer perceptions of the economy, as well as other factors, such as terrorist attacks, protests, looting, and other forms of civil

unrest, cyber attacks and data breaches, public health emergencies (such as another pandemic and other epidemics), extreme weather conditions

and climate change, significant changes in the political environment, political instability, armed conflict (such as the ongoing military

conflict between Ukraine and Russia and the recent escalation of conflict in the Middle East) and/or public policy, including increased

state, local or federal taxation, could adversely affect our financial condition, the financial condition of prospective target companies

for our initial business combination, or the financial condition of the combined company even if we successfully consummate a business

combination, as well as our ability to locate a commercially viable target company for our business combination in the first instance.

Inflation in the United States and elsewhere

could make it more difficult for us to consummate a business combination.

Inflation in the United Stated and elsewhere may

lead to increased price volatility in publicly traded securities, including ours, and may lead to other national, regional and international

economic disruptions, any of which could make it more difficult for us to consummate a business combination.

Changes in the market for directors and

officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

In recent years, the market for directors

and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team.

The premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable.

In recent years, the market for directors and

officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team.

premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable.

trends may continue into the future.

30 unchanged sentences

to engage in such transactions and have not formulated any terms or conditions for any such transactions.

See “Proposed Business — Permitted

purchases and other transactions with respect to our securities” for a description of how our sponsor, directors, officers, advisors

or any of their affiliates will select which shareholders to enter into private transactions with.

The purpose of such purchases would be to (1) increase

the likelihood of closing the business combination or (2) satisfy a closing condition in an agreement with a target that requires

The purpose of such purchases would be to (1)

increase the likelihood of closing the business combination or (2) 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 the business combination, where it appears that such requirement

2 unchanged sentences

To the extent that any public shares are purchased such purchases will be in compliance with all of the requirements set forth in Tender

Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC, including that such public

shares will not be voted.

In addition, if such purchases are made, the public “float” of our securities and the number of

beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading

of our securities on a national securities exchange.

Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC, including that such public shares

will not be voted.

In addition, if such purchases are made, the public “float” of our securities and the number of beneficial

holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our

securities on a national securities exchange.

Any such purchases will be reported pursuant to

4 unchanged sentences

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/or any of their respective

affiliates may purchase shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;

● if our sponsor, directors, officers, advisors and/or any

of their respective affiliates were to purchase public shares or warrants from public shareholders, they would do so at a price no higher

than the price offered through our redemption process;

● our registration statement/proxy statement filed for our

business combination transaction would include a representation that any of our securities purchased by our sponsor, directors, officers,

advisors and/or any of their respective affiliates would not be voted in favor of approving the business combination transaction;

● our sponsor, directors, officers, advisors and/or any of

their respective 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/or any of their respective affiliates, along with the purchase price;

● the purpose of the purchases by our sponsor, directors, officers,

advisors and/or any of their respective affiliates;

● the impact, if any, of the purchases by our sponsor, directors,

officers, advisors and/or any of their respective 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 and/or any of their respective 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/or any of their respective affiliates;

● the number of our securities for which we have received redemption

requests pursuant to our redemption offer.

our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors and/or any of their respective affiliates may purchase shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;

if our sponsor, directors, officers, advisors and/or any of their respective affiliates were to purchase public shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

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

our sponsor, directors, officers, advisors and/or any of their respective 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/or any of their respective affiliates, along with the purchase price;

the purpose of the purchases by our sponsor, directors, officers, advisors and/or any of their respective affiliates;

the impact, if any, of the purchases by our sponsor, directors, officers, advisors and/or any of their respective 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 and/or any of their respective 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/or any of their respective affiliates;

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

We may not be able to complete an initial

8 unchanged sentences

review direct or indirect foreign investments in U.S.

Among other things, CFIUS is empowered to require certain foreign

investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of

foreign direct and indirect investments in U.S.

Among other things, CFIUS is empowered to require certain foreign investors

to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct

and indirect investments in U.S.

companies if the parties to that investment choose not to file voluntarily.

case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other

factors — the nature and structure of the transaction, including the level of beneficial ownership interest and the nature

of any information or governance rights involved.

For example, investments that result in “control” of a U.S.

by foreign person always are subject to CFIUS jurisdiction.

CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review

Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments

that do not result in control of a U.S.

business by a foreign person but afford certain foreign investors certain information or

governance rights in a U.S.

business that has a nexus to “critical technologies,” “critical infrastructure”

and/or “sensitive personal data.”

In the case that CFIUS determines

an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment.

Whether CFIUS

has jurisdiction to review an acquisition or investment transaction depends on - among other factors - the nature and structure of the

transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved.

example, investments that result in “control” of a U.S.

business by foreign person always are subject to CFIUS jurisdiction.

CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that

became effective on February 13, 2020 further includes investments that do not result in control of a U.S.

business by a foreign person

but afford certain foreign investors certain information or governance rights in a U.S.

business that has a nexus to “critical technologies,”

“critical infrastructure” and/or “sensitive personal data.”

If a particular proposed initial business combination

business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or

that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS

intervention, before or after closing the transaction.

CFIUS may decide to block or delay our proposed initial business combination, impose

conditions with respect to such initial business combination or request the President of the United States to order us to divest

all or a portion of the U.S.

target business of our initial business combination that we acquired without first obtaining CFIUS approval,

which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial

to us and our shareholders.

As a result, the pool of potential targets with which we could complete an initial business combination may

be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar

foreign ownership issues.

In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign

business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that

we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention,

before or after closing the transaction.

CFIUS may decide to block or delay our proposed initial business combination, impose conditions

with respect to such initial business combination or request the President of the United States to order us to divest all or a portion

target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit

the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us

and our shareholders.

As a result, the pool of potential targets with which we could complete an initial business combination may be limited

and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign

ownership issues.

In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.

The process of government review, whether by CFIUS

5 unchanged sentences

as a result of extended regulatory review of a potential initial business combination, 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

and 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.

In such event, our shareholders will miss the opportunity to benefit from an investment

in a target company and the appreciation in value of such investment.

not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and

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.

In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and

the appreciation in value of such investment.

Additionally, our warrants will be worthless.

17 unchanged sentences

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.

If we have not completed our initial business combination within the required time

period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation

of our trust account and our warrants will expire worthless.

See “— If third parties bring claims against us, the

proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10

per share ” and other risk factors herein.

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.

If we have not completed our initial business combination within the required time period, our public

shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our trust account

and our warrants will expire worthless.

See “- If third parties bring claims against us, the proceeds held in the trust account

could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share ” and other risk

factors herein.

Uncertainty in connection with certain international

19 unchanged sentences

of mergers involving SPACs.

This could increase the cost of our initial business combination and could even result in our inability to

find a target or to consummate an initial business combination.

If the proposed Business Combination with CTR is not completed and we have to seek another target company,

this could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate

an initial business combination.

In recent years, the number of special purpose

28 unchanged sentences

may negatively impact the analysis regarding our ability to continue as a going concern at such time.

We believe that, upon the closing of our initial

public offering, the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least the 18 months

following the closing of our initial public offering;

however, we cannot assure you that our estimate is accurate.

Of the funds available

to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business.

If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately

$10.10 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

“— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share

available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target

If we have not completed our initial business combination within the required time period, our public shareholders may receive

only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire

See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share

redemption amount received by shareholders may be less than $10.10 per share ” and other risk factors herein.

24 unchanged sentences

warrants will expire worthless.

See “— If third parties bring claims against us, the proceeds held in the trust account

could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share ” and other risk

factors herein.

See “- If third parties bring claims against us, the proceeds held in the trust account could

be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share ” and other risk factors

Subsequent to our completion of our initial

3 unchanged sentences

Even if we conduct extensive due diligence on

a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present

with a particular target business that it would be possible to uncover all material issues through a customary amount of due diligence,

or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors, we may be

forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in

our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known

risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items and

not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions

about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be

subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial

business combination could suffer a reduction in the value of their securities.

Such shareholders and warrant holders are unlikely to

have a remedy for such reduction in value.

a target business with which we combine, such as CTR, we cannot assure you that this diligence will identify all material issues that

may be present with a particular target business that it would be possible to uncover all material issues through a customary amount of

due diligence, or that factors outside of the target business and outside of our control will not later arise.

As a result of these factors,

we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could

result in our reporting losses.

Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously

known risks may materialize in a manner not consistent with our preliminary risk analysis.

Even though these charges may be non-cash items

and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market

perceptions about us or our securities.

In addition, charges of this nature may cause us to violate net worth or other covenants to which

we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt

Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following

our initial business combination could suffer a reduction in the value of their securities.

Such shareholders and warrant holders are

unlikely to have a remedy for such reduction in value.

If, after we distribute the proceeds in

29 unchanged sentences

account will be held in banks or other financial institutions and will be invested or held only in either (i) U.S.

treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

under the Investment Company Act which invest only in direct U.S.

government treasury obligations, (ii) as uninvested cash,

or (iii) an interest bearing bank demand deposit account or other accounts at a bank.

To mitigate the risk that we might be deemed

to be an investment company for purposes of the Investment Company Act, which risk increases the longer we hold investments in the trust

account, we may, at any time (and will no later than 18 months from the closing of our initial public offering) instruct the trustee

to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing

demand deposit account.

For more information about the risk of the company being considered to be operating as an unregistered investment

company, see “— If we are deemed to be an investment company under the Investment Company Act, we may be required

to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our

initial business combination .” Our cash held in non-interest bearing and interest-bearing accounts may exceed any applicable

Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

Should events, including limited liquidity, defaults, non-performance

or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial

institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks,

the value of the assets in our trust account could be impaired, which could have a material impact on our operating results, liquidity,

financial condition and prospects.

For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by

the California Department of Financial Protection and Innovation.

We cannot guarantee that the banks or other financial institutions that

will hold our funds will not experience similar issues.

government treasury

obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment

Company Act which invest only in direct U.S.

government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank

demand deposit account or other accounts at a bank.

To mitigate the risk that we might be deemed to be an investment company for purposes

of the Investment Company Act, which risk increases the longer we hold investments in the trust account, we may, at any time (and will

no later than 18 months from the closing of our initial public offering) instruct the trustee to liquidate the investments held in the

trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account.

For more information

about the risk of the company being considered to be operating as an unregistered investment company, see “- If we are deemed

to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our

activities may be restricted, which may make it difficult for us to complete our initial business combination .” Our cash held

in non-interest bearing and interest-bearing accounts may exceed any applicable Federal Deposit Insurance Corporation (“FDIC”)

insurance limits.

Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect

to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry

generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in our trust account

could be impaired, which could have a material impact on our operating results, liquidity, financial condition and prospects.

on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and

We cannot guarantee that the banks or other financial institutions that will hold our funds will not experience similar issues.

If we are deemed to be an investment company

11 unchanged sentences

adoption of a specific form of corporate structure;

● reporting, record keeping, voting, proxy and disclosure requirements

and other rules and regulations.

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

On January 24, 2024, the SEC adopted a series

20 unchanged sentences

only in either (i) U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting

certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations,

(ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.

To mitigate the

risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer we

hold investments in the trust account, we may, at any time (and will no later than 18 months from the closing of our initial public

offering) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account

in cash or in an interest bearing demand deposit account.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions

under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations, (ii) as uninvested

cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank.

To mitigate the risk that we might be deemed

to be an investment company for purposes of the Investment Company Act, which risk increases the longer we hold investments in the trust

account, we may, at any time (and will no later than 18 months from the closing of our initial public offering) instruct the trustee to

liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing

demand deposit account.

Pursuant to the trust agreement, the trustee is

5 unchanged sentences

The trust account is intended as a holding place for funds pending the earliest to occur of:

completion of our initial business combination;

(ii) the redemption of any public shares properly submitted in connection with a

shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of

our obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to our amended

and restated memorandum and articles of association prior thereto or to redeem 100% of our public shares if we do not complete our initial

business combination within the prescribed timeframe;

or (B) with respect to any other material provision relating to shareholders’

rights or pre-initial business combination activity;

or (iii) absent an initial business combination within the prescribed timeframe,

from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part

of our redemption of the public shares.

(i) the completion

of our initial business combination;

(ii) the redemption of any public shares properly submitted in connection with a shareholder vote

to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to offer

redemption rights in connection with any proposed initial business combination or certain amendments to our amended and restated memorandum

and articles of association prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination

within the prescribed timeframe;

or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial

business combination activity;

or (iii) absent an initial business combination within the prescribed timeframe, from the closing of our

initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the

public shares.

We are aware of litigation against certain special

11 unchanged sentences

$10.10 per share on the liquidation of our trust account as well as our warrants will expire worthless.

Holders of Class A ordinary shares

will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.

Holders of Class A ordinary shares will

not be entitled to vote on any appointment of directors we hold prior to our initial business combination.

Prior to our initial business combination, only

6 unchanged sentences

directors for any reason.

Accordingly, as holders of our Class A ordinary shares, our public shareholders will not have any say in

the management of our company prior to the consummation of an initial business combination.

Accordingly, as holders of our Class A ordinary shares, our public shareholders will not have any say in the

management of our company prior to the consummation of an initial business combination.

Because we are not limited to a particular

55 unchanged sentences

from an independent investment banking firm or from an independent accounting firm regarding fairness.

Consequently,

you may have no assurance from an independent source that the price we are paying for the business is fair to our company

from a financial point of view.

Consequently, you may have no assurance

from an independent source that the price we are paying for the business is fair to our company from a financial point of

Unless we complete our initial business combination

57 unchanged sentences

a variety of negative effects, including:

● default and foreclosure on our assets if our operating revenues

after an initial business combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness

even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial

ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest,

if any, if the debt is payable on demand;

● our inability to obtain necessary additional financing if

the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

our inability to pay dividends on our ordinary shares;

● using a substantial portion of our cash flow to pay principal

and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures,

acquisitions and other general corporate purposes;

● limitations on our flexibility in planning for and reacting

to changes in our business and in the industry in which we operate;

● increased vulnerability to adverse changes in general economic,

industry and competitive conditions and adverse changes in government regulation;

● limitations on our ability to borrow additional amounts for

expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages

compared to our competitors who have less debt.

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may be able to complete only one business

19 unchanged sentences

Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business,

property or asset;

● dependent upon the development or market acceptance of a

single or limited number of products, processes or services.

solely dependent upon the performance of a single business, property or asset;

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to

1 unchanged sentence

in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete

business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and

give rise to increased costs and risks that could negatively impact our operations and profitability.

If we are unable to complete the proposed

business combination with CTR, we may attempt to simultaneously complete business combinations with multiple prospective targets, which

may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact

our operations and profitability.

If we determine to simultaneously acquire several

44 unchanged sentences

A resolution is

deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least

two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares who attend

and vote at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given

or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s

shareholders.

Our amended and restated memorandum and articles of association provide that special resolutions must be approved either

by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e.

the lowest threshold permissible

under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our

initial business combination, which require the approval of a majority of at least 90% of our ordinary shares attending and voting in

a general meeting), or by a unanimous written resolution of all of our shareholders.

The warrant agreement provides that (a) the

terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct

any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the public warrants and the

warrant agreement set forth in this Annual Report, or defective provision (ii) removing or reducing the Company’s ability to

redeem the public warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the private placement

warrants or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the

parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered

holders of the public warrants under the warrant agreement in any material respect, (b) the terms of the warrants may be amended

with the vote or written consent of at least 50% of the then outstanding public warrants and private placement warrants, voting together

as a single class, to allow for the warrants to be, or continue to be, as applicable, classified as equity in our financial statements

and (c) all other modifications or amendments to our warrant agreement with respect to (i) the public warrants require the vote

or written consent of holders of at least 50% of the then outstanding public warrants, and (ii) the private placement warrants require

the vote or written consent of holders of at least 50% of the then outstanding private placement warrants.

We cannot assure you that we

will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the warrant

agreement, or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration

statement, we would register, or seek an exemption from registration for, the affected securities.

deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds

(or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares who attend and vote

at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2)

if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders.

Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by holders of

at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e.

the lowest threshold permissible under Cayman

Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business

combination, which require the approval of a majority of at least 90% of our ordinary shares attending and voting in a general meeting),

or by a unanimous written resolution of all of our shareholders.

The warrant agreement provides that (a) the terms of the public warrants

may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform

the provisions of the warrant agreement to the description of the terms of the public warrants and the warrant agreement set forth in

this Annual Report, or defective provision (ii) removing or reducing the Company’s ability to redeem the public warrants and, if

applicable, a corresponding amendment to the Company’s ability to redeem the private placement warrants or (iii) adding or changing

any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem

necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the public warrants under

the warrant agreement in any material respect, (b) the terms of the warrants may be amended with the vote or written consent of at least

50% of the then outstanding public warrants and private placement warrants, voting together as a single class, to allow for the warrants

to be, or continue to be, as applicable, classified as equity in our financial statements and (c) all other modifications or amendments

to our warrant agreement with respect to (i) the public warrants require the vote or written consent of holders of at least 50% of the

then outstanding public warrants, and (ii) the private placement warrants require the vote or written consent of holders of at least 50%

of the then outstanding private placement warrants.

We cannot assure you that we will not seek to amend our amended and restated memorandum

and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate an initial business

combination in order to effectuate our initial business combination.

To the extent any of such amendments would be deemed to fundamentally

change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration

for, the affected securities.

Certain provisions of our amended and restated

53 unchanged sentences

accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.S.

or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances

and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting

Oversight Board (United States), or PCAOB.

These financial statement requirements may limit the pool of potential target businesses

we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements

in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

GAAP, or international

financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the

historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight

Board (United States), or PCAOB.

These financial statement requirements may limit the pool of potential target businesses we may acquire

because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance

with federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley

2 unchanged sentences

Section 404 of the Sarbanes-Oxley Act requires

that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending

December 31, 2025.

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.

The fact that we are a blank check company makes compliance with the requirements of

the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek

to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy

of its internal controls.

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act

may increase the time and costs necessary to complete any such acquisition.

that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December

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.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley

Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial

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

The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and

costs necessary to complete any such acquisition.

After our initial business combination,

72 unchanged sentences

its shares may not be redeemed.

See “ Proposed Business — Effecting Our Initial Business Combination — Tendering

share certificates in connection with a tender offer or redemption rights .”

You will not have any rights or interests

4 unchanged sentences

funds from the trust account only upon the earliest to occur of:

(1) our completion of an initial business combination, and

then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations

described herein;

(2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended

and restated memorandum and articles of association (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

by July 16, 2026 or such earlier liquidation date as our board of directors may approve, or any Extension Period, or (B) with respect

to any other provision relating to shareholders’ rights or pre-initial business combination activity;

and (3) the redemption

of our public shares if we have not completed an initial business combination by July 16, 2026 or such earlier liquidation date as our

board of directors may approve, or during any Extension Period, subject to applicable law.

In no other circumstances will a shareholder

have any right or interest of any kind to or in the trust account.

Holders of warrants will not have any right to the proceeds held in

the trust account with respect to the warrants.

Accordingly, to liquidate your investment, you may be forced to sell your public shares

and/or warrants, potentially at a loss.

(1) our completion of an initial business combination, and then only

in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described

(2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated

memorandum and articles of association (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 by July

16, 2026 or such earlier liquidation date as our board of directors may approve, or any Extension Period, or (B) with respect to any other

provision relating to shareholders’ rights or pre-initial business combination activity;

and (3) the redemption of our public shares

if we have not completed an initial business combination by July 16, 2026 or such earlier liquidation date as our board of directors may

approve, or during any Extension Period, subject to applicable law.

In no other circumstances will a shareholder have any right or interest

of any kind to or in the trust account.

Holders of warrants will not have any right to the proceeds held in the trust account with respect

to the warrants.

Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or warrants, potentially

Nasdaq may delist our securities from trading

2 unchanged sentences

Our units have been approved for listing on Nasdaq

on or promptly after the date of this Annual Report and our Class A ordinary shares and public warrants listed on or promptly after

their date of separation.

Although after giving effect to our initial public offering we met the minimum initial listing standards set

forth in the Nasdaq listing standards, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or

prior to our initial business combination.

on or promptly after the date of this Annual Report and our Class A ordinary shares and public warrants listed on or promptly after their

date of separation.

Although after giving effect to our initial public offering we met the minimum initial listing standards set forth

in the Nasdaq listing standards, we cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior

to our initial business combination.

In order to continue listing our securities on Nasdaq prior to our initial business combination,

14 unchanged sentences

reduced liquidity for our securities;

● a determination that our Class A ordinary shares are

a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

The National Securities Markets Improvement Act of 1996,

which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered

securities.” Because our units are listed, and eventually our Class A ordinary shares and public warrants will be listed, on

Nasdaq, our units qualify, and our Class A ordinary shares and public warrants will qualify, as covered securities under such statute.

Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate

companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the

sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or restrict the

sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check

companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies

in their states.

Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute

and we would be subject to regulation in each state in which we offer our securities.

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act

of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred

to as “covered securities.” Because our units are listed, and eventually our Class A ordinary shares and public warrants will

be listed, on Nasdaq, our units qualify, and our Class A ordinary shares and public warrants will qualify, as covered securities under

such statute.

Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states

to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate

or bar the sale of covered securities in a particular case.

While we are not aware of a state having used these powers to prohibit or

restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view

blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank

check companies in their states.

Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities

under such statute and we would be subject to regulation in each state in which we offer our securities.

If we seek shareholder approval of our initial

business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders

are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess

of 15% of our Class A ordinary shares.

are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15%

of our Class A ordinary shares.

If we seek shareholder approval of our initial

2 unchanged sentences

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 more than an aggregate of 15%

of the shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent.

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

business combination.

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business

combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally,

you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to

sell your shares in open market transactions, potentially at a loss.

Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares

sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent.

However, we would

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

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination

and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you

will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell

your shares in open market transactions, potentially at a loss.

If third parties bring claims against us,

16 unchanged sentences

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 we are unable to find a service provider willing to execute a waiver.

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.

are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases

where we are unable to find a service provider willing to execute a waiver.

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.

Upon redemption of our public shares, if we have not completed

2 unchanged sentences

us within the 10 years following redemption.

Accordingly, the per-share redemption amount received by public shareholders could be

less than the $10.10 per public share initially held in the trust account, due to claims of such creditors.

Accordingly, the per-share redemption amount received by public shareholders could be less

than the $10.10 per public share initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that it will be liable

1 unchanged sentence

or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the

amount of funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in

the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case

net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights

to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering

against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed

to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

We have not independently verified whether our sponsor has sufficient funds to satisfy their respective indemnity obligations and believe

that our sponsor’s only assets are securities of our company.

Our sponsor may not have sufficient funds available to satisfy those

We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any

such 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 $10.10 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

None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors

and prospective target businesses.

amount of funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust

account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of

interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to

seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against

certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable

against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

We have not independently

verified whether our sponsor has sufficient funds to satisfy their respective indemnity obligations and believe that our sponsor’s

only assets are securities of our company.

Our sponsor may not have sufficient funds available to satisfy those obligations.

asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations.

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 $10.10 per public share.

In such event, we may not be able to complete our initial business

combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

None of our directors

or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce

2 unchanged sentences

In the event that the proceeds in the trust account

are reduced below the lesser of (1) $10.10 per public share or (2) such lesser amount per share held in the trust account as

of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of interest which

may be withdrawn for working capital purposes and to pay taxes, and our sponsor asserts that it is unable to satisfy its 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 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 our independent directors choose

not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders

may be reduced below $10.10 per share.

are reduced below the lesser of (1) $10.10 per public share or (2) such lesser amount per share held in the trust account as of the date

of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of interest which may be

withdrawn for working capital purposes and to pay taxes, and our sponsor asserts that it is unable to satisfy its 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 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 our independent directors choose not to enforce

these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may

be reduced below $10.10 per share.

If we have not completed our initial business

11 unchanged sentences

of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies

In that case, investors may be forced to wait beyond the initial 18 months before the redemption proceeds of our trust account

become available to them and they receive the return of their pro rata portion of the proceeds from our trust account.

In that case, investors may be forced to wait beyond the initial 18 months before the redemption proceeds of our trust account become

available to them and they receive the return of their pro rata portion of the proceeds from our trust account.

We have no obligation

8 unchanged sentences

extend the period of time we have to complete an initial business combination beyond 18 months.

Any amendment of our amended and

restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands

law, meaning that such an amendment must be approved by at least two-thirds of our ordinary shares who attend and vote (whether in person

or by proxy) at a general meeting of the company.

Any amendment of our amended and restated

memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law,

meaning that such an amendment must be approved by at least two-thirds of our ordinary shares who attend and vote (whether in person or

by proxy) at a general meeting of the company.

If we seek shareholder approval to extend the initial 18-month period in which to complete

16 unchanged sentences

imprisonment for five years in the Cayman Islands.

We are not registering the Class A

ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration

may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants

except on a cashless basis and potentially causing such warrants to expire worthless.

We are not registering the Class A ordinary

shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.

In no event will we

be required to net cash settle any public warrant, or issue securities or other compensation in exchange for the public warrants in the

event that we are unable to register or qualify the shares underlying the public warrants under applicable state securities laws and no

exemption is available.

If the issuance of the shares upon exercise of the public warrants is not so registered or qualified or exempt

from registration or qualification, the holder of such public warrant shall not be entitled to exercise such public warrant and such public

warrant may have no value and expire worthless.

In such event, holders who acquired their public warrants as part of a purchase of units

will have paid the full unit purchase price solely for the Class A ordinary shares included in the units.

We did not register the Class A ordinary

shares issuable upon exercise of the warrants under the Securities Act or any state securities laws in our initial public offering, and

such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to

exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We did not register the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities

laws in our initial public offering.

In no event will we be required to net cash settle any public warrant, or issue securities or other

compensation in exchange for the public warrants in the event that we are unable to register or qualify the shares underlying the public

warrants under applicable state securities laws and no exemption is available.

If the issuance of the shares upon exercise of the public

warrants is not so registered or qualified or exempt from registration or qualification, the holder of such public warrant shall not be

entitled to exercise such public warrant and such public warrant may have no value and expire worthless.

In such event, holders who acquired

their public warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares

included in the units.

However, we have agreed that, as soon as practicable,

15 unchanged sentences

Additionally, if, at the time that a public warrant is exercised, our Class A ordinary shares are not listed on a national

securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the

Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in

accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain

in effect a registration statement, but will use our commercially reasonable efforts to register or qualify the shares under applicable

blue sky laws to the extent an exemption is not available.

securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities

Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance

with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration

statement, but will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent

an exemption is not available.

In the event of a cashless exercise pursuant to

11 unchanged sentences

the time of our initial business combination, our initial shareholders, the underwriters and their permitted transferees can demand that

we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement units, private

placement shares, restricted private placement shares, private placement warrants and their permitted transferees can demand that we register

the private placement units, private placement shares, restricted private placement shares, private placement warrants and the Class A

ordinary shares issuable upon exercise of the private placement warrants and holders of warrants that may be issued upon conversion of

working capital loans may demand that we register such shares, warrants or the Class A ordinary shares issuable upon conversion of

such warrants.

The registration rights will be exercisable with respect to the founder shares and the private placement units, private

placement shares, restricted private placement shares, private placement warrants and the Class A ordinary shares issuable upon exercise

of such private placement warrants.

we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement units, private placement

shares, restricted private placement shares, private placement warrants and their permitted transferees can demand that we register the

private placement units, private placement shares, restricted private placement shares, private placement warrants and the Class A ordinary

shares issuable upon exercise of the private placement warrants and holders of warrants that may be issued upon conversion of working

capital loans may demand that we register such shares, warrants or the Class A ordinary shares issuable upon conversion of such warrants.

The registration rights will be exercisable with respect to the founder shares and the private placement units, private placement shares,

restricted private placement shares, private placement warrants and the Class A ordinary shares issuable upon exercise of such private

placement warrants.

We will bear the cost of registering these securities.

4 unchanged sentences

This is because the shareholders of the target business may increase the equity stake

they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A

ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our restricted private placement

shares, holders of our private placement units or holders of our working capital units (if any) or their permitted transferees are registered

they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary

shares that is expected when the ordinary shares owned by our initial shareholders, holders of our restricted private placement shares,

holders of our private placement units or holders of our working capital units (if any) or their permitted transferees are registered

Members of our management team and board

25 unchanged sentences

Our amended and restated memorandum and articles

of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B

ordinary shares, par value $0.0001 per share, and 1,000,000 undesignated preference shares, par value $0.0001 per share.

Immediately after

our initial public offering, there were 181,507,125 and 14,250,000 authorized but unissued Class A ordinary shares and Class B

ordinary shares, respectively, available for issuance, which amount does not take into account shares reserved for issuance upon exercise

of outstanding warrants, or shares reserved for issuance upon conversion of the Class B ordinary shares.

Class B ordinary shares

are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein.

are currently no preference shares issued and outstanding.

of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary

shares, par value $0.0001 per share, and 1,000,000 undesignated preference shares, par value $0.0001 per share.

Immediately after our

initial public offering, there were 181,507,125 and 14,250,000 authorized but unissued Class A ordinary shares and Class B ordinary shares,

respectively, available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding

warrants, or shares reserved for issuance upon conversion of the Class B ordinary shares.

Class B ordinary shares are convertible into

Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein.

There are currently no preference

shares issued and outstanding.

We may issue a substantial number of additional

Class A ordinary shares, and may issue preference shares, in order to complete our initial business combination or under an employee

incentive plan after completion of our initial business combination.

Class A ordinary shares, and may issue preference shares, in order to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue Class A ordinary shares to redeem public warrants.

However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business

combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust

account or (2) vote as a class with our public shares on any initial business combination.

The issuance of additional ordinary shares

or preference shares:

● may significantly dilute the equity interest of investors

in our initial public offering;

● may subordinate the rights of holders of ordinary shares

if preference shares are issued with rights senior to those afforded our ordinary shares;

● could cause a change of control if a substantial number of

our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any,

and could result in the resignation or removal of our present directors and officers;

● may have the effect of delaying or preventing a change of

control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

● may adversely affect prevailing market prices for our units,

ordinary shares and/or public warrants;

● may not result in adjustment to the exercise price of our

our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination,

we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2)

vote as a class with our public shares on any initial business combination.

The issuance of additional ordinary shares or preference shares:

may significantly dilute the equity interest of investors in our initial public offering;

may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;

could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

may adversely affect prevailing market prices for our units, ordinary shares and/or public warrants;

may not result in adjustment to the exercise price of our warrants.

Holders of our founder shares will control

3 unchanged sentences

Our initial shareholders own approximately 25%

of our issued and outstanding ordinary shares (not including the Class A ordinary shares underlying the private placement units and

the restricted private placement shares).

of our issued and outstanding ordinary shares (not including the Class A ordinary shares underlying the private placement units and the

restricted private placement shares).

In addition, prior to our initial business combination, holders of the founder shares will have

14 unchanged sentences

of our Class A ordinary shares.

In addition, as a result of their substantial ownership in our company, our initial shareholders

may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including

amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions.

In addition, as a result of their substantial ownership in our company, our initial shareholders may exert

a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments

to our amended and restated memorandum and articles of association and approval of major corporate transactions.

In addition, our board of directors is comprised

4 unchanged sentences

If there is an annual general meeting, our sponsor and initial shareholders, because of their

beneficial ownership, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the

appointment of directors and to remove directors prior to our initial business combination.

Accordingly, holders of our founder shares

will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.

beneficial ownership, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment

of directors and to remove directors prior to our initial business combination.

Accordingly, holders of our founder shares will exert

significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.

We may amend the terms of the warrants in

3 unchanged sentences

The warrant agreement

provides that (a) the terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing

any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of

the public warrants and the warrant agreement set forth in this Annual Report, or defective provision (ii) removing or reducing the

Company’s ability to redeem the public warrants and, if applicable, a corresponding amendment to the Company’s ability to

redeem the private placement warrants or (iii) adding or changing any provisions with respect to matters or questions arising under

the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely

affect the rights of the registered holders of the public warrants under the warrant agreement in any material respect, (b) the terms

of the warrants may be amended with the vote or written consent of at least 50% of the then outstanding public warrants and private placement

warrants, voting together as a single class, to allow for the warrants to be or continue to be, as applicable, classified as equity in

our financial statements and (c) all other modifications or amendments to our warrant agreement with respect to (i) the public

warrants require the vote or written consent of holders of at least 50% of the then outstanding public warrants and (ii) the private

placement warrants require the vote or written consent of holders of at least 50% of the then outstanding private placement warrants.

Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50%

of the then outstanding public warrants approve of such amendment.

Although our ability to amend the terms of the public warrants with

the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to,

among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares

purchasable upon exercise of a warrant.

provides that (a) the terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing any

ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the

public warrants and the warrant agreement set forth in this Annual Report, or defective provision (ii) removing or reducing the Company’s

ability to redeem the public warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the private

placement warrants or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement

as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of

the registered holders of the public warrants under the warrant agreement in any material respect, (b) the terms of the warrants may be

amended with the vote or written consent of at least 50% of the then outstanding public warrants and private placement warrants, voting

together as a single class, to allow for the warrants to be or continue to be, as applicable, classified as equity in our financial statements

and (c) all other modifications or amendments to our warrant agreement with respect to (i) the public warrants require the vote or written

consent of holders of at least 50% of the then outstanding public warrants and (ii) the private placement warrants require the vote or

written consent of holders of at least 50% of the then outstanding private placement warrants.

Accordingly, we may amend the terms of

the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants

approve of such amendment.

Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then

outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise

price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.

Our warrant agreement designates the courts

of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive

forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of

warrant holders to obtain a favorable judicial forum for disputes with our company.

of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for

certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders

to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to

applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including

under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District

Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall

be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such

courts represent an inconvenient forum.

under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for

the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive

forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such courts represent

an inconvenient forum.

Notwithstanding the foregoing, these provisions

of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other

claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity

purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum

provisions in our warrant agreement.

If any action, the subject matter of which is within the scope the forum provisions of the warrant

agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern

District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have

consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with

any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service

of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign

action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in

a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits.

Alternatively, if a court

were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types

of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially

and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of

our management and board of directors.

of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim

for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing

or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions

in our warrant agreement.

If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement,

is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York

(a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to:

personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such

court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant

holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable

for disputes with our company, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of our warrant

agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional

costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial

condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Unlike some other similarly structured blank

9 unchanged sentences

at any time after they become exercisable and prior to their expiration, at a price of $0.01 per public warrant if, among other things,

the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted to the number of shares

issuable upon exercise or the exercise price of a public warrant) for any 20 trading days within a 30 trading-day period ending on

the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

If and when the public

warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities

for sale under all applicable state securities laws.

As a result, we may redeem the public warrants as set forth above even if the holders

are otherwise unable to exercise the public warrants.

the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted to the number of shares issuable

upon exercise or the exercise price of a public warrant) for any 20 trading days within a 30 trading-day period ending on the third trading

day prior to the date on which we send the notice of redemption to the warrant holders.

If and when the public warrants become redeemable

by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all

applicable state securities laws.

As a result, we may redeem the public warrants as set forth above even if the holders are otherwise

unable to exercise the public warrants.

Redemption of the issued and outstanding public warrants could force you to:

your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so;

(2) sell your

public warrants at the then-current market price when you might otherwise wish to hold your public warrants;

or (3) accept the nominal

redemption price which, at the time the outstanding public warrants are called for redemption, we expect would be substantially less than

the market value of your public warrants.

(1) exercise your

public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so;

(2) sell your public warrants

at the then-current market price when you might otherwise wish to hold your public warrants;

or (3) accept the nominal redemption price

which, at the time the outstanding public warrants are called for redemption, we expect would be substantially less than the market value

of your public warrants.

Our management’s ability to require

6 unchanged sentences

If our management chooses to require holders to exercise their public warrants on

a cashless basis, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been

had such holder exercised their public warrants for cash.

This will have the effect of reducing the potential “upside” of

the holder’s investment in us.

a cashless basis, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such

holder exercised their public warrants for cash.

This will have the effect of reducing the potential “upside” of the holder’s

investment in us.

Our warrants, founder shares, private placement

units and restricted private placement shares may have an adverse effect on the market price of our Class A ordinary shares and make

it more difficult to effectuate our initial business combination.

units and restricted private placement shares may have an adverse effect on the market price of our Class A ordinary shares and make it

more difficult to effectuate our initial business combination.

We issued public warrants to purchase

Class A ordinary shares at a price of $11.50 per whole share (subject to adjustments as provided in the registration statement) as

part of the units offered by this Annual Report and, also issued in a private placement an aggregate of 672,875 private placement units,

which include private placement warrants to purchase an aggregate of 336,428 Class A ordinary shares at $11.50 per share, in addition

to 570,000 restricted private placement shares.

Our initial shareholders currently hold 5,750,000 Class B ordinaryshares.

ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein.

addition, if our sponsor, any of its affiliates or certain of our directors and officers make any working capital loans, up to $1,500,000

of such loans may be converted into private placement units, at the price of $10.00 per unit at the option of the lender.

To the extent

we issue Class A ordinary shares to effectuate a business combination, the potential for the issuance of a substantial number of

additional Class A ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition

vehicle to a target business.

Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce

the value of the Class A ordinary shares issued to complete the business combination.

Therefore, our warrants and founder shares

may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

8,625,000 Class A ordinary shares at a price of $11.50 per whole share (subject to adjustments as provided in the registration

statement) as part of the units offered by this Annual Report and, also issued in a private placement an aggregate of 672,875

private placement units, which include private placement warrants to purchase an aggregate of 336,438 Class A ordinary shares at

$11.50 per share, in addition to 570,000 restricted private placement shares.

Our initial shareholders currently hold 5,750,000

Class B ordinary shares.

The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to

adjustment as set forth herein.

In addition, if our sponsor, any of its affiliates or certain of our directors and officers make any

working capital loans, up to $1,500,000 of such loans may be converted into private placement units, at the price of $10.00 per unit

at the option of the lender.

To the extent we issue Class A ordinary shares to effectuate a business combination, the potential for

the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion rights

could make us a less attractive acquisition vehicle to a target business.

Any such issuance will increase the number of issued and

outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination.

Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of

acquiring the target business.

The private placement warrants are identical to

1 unchanged sentence

(1) they will not be redeemable by us;

(including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions,

be transferred, assigned or sold until 30 days after the completion of our initial business combination;

(3) they may be exercised

by the holders on a cashless basis and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled

to registration rights.

In addition, with respect to private placement warrants held by the underwriters and/or their designees, such

private placement warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and will

not be exercisable more than five years from the commencement of sales in our initial public offering in accordance with FINRA Rule 5110(g)(8).

(2) they (including

the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred,

assigned or sold until 30 days after the completion of our initial business combination;

(3) they may be exercised by the holders on a

cashless basis and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

In addition, with respect to private placement warrants held by the underwriters and/or their designees, such private placement warrants

will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and will not be exercisable more than five

years from the commencement of sales in our initial public offering in accordance with FINRA Rule 5110(g)(8).

Because each unit contains one-half of one

13 unchanged sentences

Unlike many blank check companies, if:

(1) we issue additional ordinary shares or equity-linked securities

for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than

$9.20 per ordinary share;

(2) the aggregate gross proceeds from such issuances represent

more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the

date of the completion of our initial business combination (net of redemptions);

we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share;

the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions);

the Market Value is below $9.20 per share,

7 unchanged sentences

of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.

courts may be limited.

federal courts may be limited.

We are an exempted company incorporated under

the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within the United States

upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

As a result, it may be difficult for investors to effect service of process within the United States upon

our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be governed by our

9 unchanged sentences

different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular,

the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware,

may have more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman Islands companies may not have standing

to initiate a shareholders derivative action in a federal court of the United States.

In particular, the

Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have

more fully developed and judicially interpreted bodies of corporate law.

In addition, Cayman Islands companies may not have standing to

initiate a shareholders derivative action in a federal court of the United States.

The courts of the Cayman Islands are unlikely

(1) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions

of the federal securities laws of the United States or any state;

and (2) in original actions brought in the Cayman Islands,

to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States

or any state, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no

statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize

and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle

that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been

given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and

conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment

in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is,

contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be

contrary to public policy).

(1) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the

federal securities laws of the United States or any state;

and (2) in original actions brought in the Cayman Islands, to impose liabilities

against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as

the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in

the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money

judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent

foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated

sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter,

impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice

or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

16 unchanged sentences

Past performance by our management team and their affiliates is

not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of

success with respect to any business combination we may consummate.

You should not rely on the historical record of our management team

or their affiliates or any related investment’s performance as indicative of our future performance of an investment in the company

or the returns the company will, or is likely to, generate going forward.

not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success

with respect to any business combination we may consummate.

You should not rely on the historical record of our management team or their

affiliates or any related investment’s performance as indicative of our future performance of an investment in the company or the

returns the company will, or is likely to, generate going forward.

Our directors and officers will allocate

8 unchanged sentences

compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs.

Certain of our

independent directors also serve as officers and board members for other entities.

If our officers’ and directors’ other business

affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit

their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination.

Certain of our independent

directors also serve as officers and board members for other entities.

If our officers’ and directors’ other business affairs

require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their

ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination.

We are dependent upon our directors and

68 unchanged sentences

and Chief Executive Officer, currently serves as Chairman, President and CEO of Plum Acquisition Corp.

III, and is also the manager

of Mercury Capital, its sponsor, and Steven Handwerker, our Chief Financial Officer and Director, currently serves as CFO of Plum Acquisition

Our sponsor and directors and officers are also not prohibited from sponsoring, or otherwise becoming involved with,

any other blank check companies prior to us completing our initial business combination.

III, and is also the manager of

Mercury Capital, its sponsor, and Steven Handwerker, our Chief Financial Officer and Director, currently serves as CFO of Plum Acquisition

Our sponsor and directors and officers are also not prohibited from sponsoring, or otherwise becoming involved with, any other

blank check companies prior to us completing our initial business combination.

Our directors and officers also may become aware

7 unchanged sentences

and articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director

or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly

(i) no individual serving as a director or

an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly

in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in

being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director

or officer, on the one hand, and us, on the other.

and (ii) we renounce any interest or expectancy in, or in being

offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or

officer, on the one hand, and us, on the other.

Our directors, officers, security holders

43 unchanged sentences

vote in respect thereto.

On June 26, 2024, our sponsor paid $25,000,

or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for an aggregate of 7,665,900 founder

On June 26, 2024, our sponsor paid $25,000, or

approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for an aggregate of 7,665,900 founder

Prior to this initial investment in us by our sponsor, we had no assets, tangible or intangible.

3 unchanged sentences

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.

Our initial shareholders currently

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

Our initial shareholders collectively beneficially

21 unchanged sentences

Given the differential in the purchase price paid

for the founder shares as compared to our initial public offering price of the public shares and the substantial number of Class A

ordinary shares that holders of our founder shares would receive upon conversion of the founder shares upon a business combination, the

founder shares may have significant value after the business combination even if our Class A ordinary shares trade below our initial

public offering price and holders of our public shares have a substantial loss on their investment.

Our initial shareholders have agreed

(A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares

in connection with a shareholder vote to approve a proposed initial business combination.

In addition, we may obtain loans from either

of our sponsor, any of its affiliates or certain of our directors and officers.

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

any units, Class A ordinary shares or public warrants they may purchase in our 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 our initial public offering as the rights afforded to our other public shareholders.

However, if the non-managing

investors purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number

of our units, then the non-managing investors will potentially have different interests than our other public shareholders in approving

our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder

shares as further discussed in this Annual Report.

The non-managing investors will share in any appreciation of the founder shares and

restricted private placement shares through their membership interests in our sponsor if we successfully complete a business combination.

Accordingly, non-managing investors’ interests in the founder shares and restricted private placement shares owned by them indirectly

through their membership interests in our sponsor may provide them with an incentive to vote any public shares they own in favor of a

business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately

declines in value and is not profitable for other public shareholders.

Further, in light of the non-managing investors’ interests

in the founder shares, private placement units and restricted private placement shares, in the event we pursue an initial business combination

with a company that is affiliated with one or more non-managing investors, such non-managing investors would have a conflict of interest

in approving such initial business combination.

for the founder shares as compared to our initial public offering price of the public shares and the substantial number of Class A ordinary

shares that holders of our founder shares would receive upon conversion of the founder shares upon a business combination, the founder

shares may have significant value after the business combination even if our Class A ordinary shares trade below our initial public offering

price and holders of our public shares have a substantial loss on their investment.

Our initial shareholders have agreed (A) to vote any

shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a shareholder

vote to approve a proposed initial business combination.

In addition, we may obtain loans from either of our sponsor, any of its affiliates

or certain of our directors and officers.

The non-managing investors are not required to (i) hold any units, Class A ordinary shares or

public warrants they may purchase in our 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 our initial public

offering as the rights afforded to our other public shareholders.

However, if the non-managing investors purchase all of the units for

which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the non-managing investors

will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise

exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this Annual

The non-managing investors will share in any appreciation of the founder shares and restricted private placement shares through

their membership interests in our sponsor if we successfully complete a business combination.

Accordingly, non-managing investors’

interests in the founder shares and restricted private placement shares owned by them indirectly through their membership interests in

our sponsor may provide them with an incentive to vote any public shares they own in favor of a business combination, and make a substantial

profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for

other public shareholders.

Further, in light of the non-managing investors’ interests in the founder shares, private placement units

and restricted private placement shares, in the event we pursue an initial business combination with a company that is affiliated with

one or more non-managing investors, such non-managing investors would have a conflict of interest in approving such initial business combination.

The personal and financial interests of our sponsor

8 unchanged sentences

our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination

value of their Class A ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction

contemplated by the business combination).

For example, a holder of 1,000 founder shares would have paid approximately $3.00 to purchase

At the time of an initial business combination, such holder would be able to convert such founder shares into 1,000 Class A

ordinary shares, and would receive the same consideration in connection with our initial business combination as a public shareholder

for the same number of Class A ordinary shares.

If the trading price of our Class A ordinary shares on a post-combination basis

(after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination) were

to decrease to $5.00 per Class A ordinary share, such holder of our founder shares would obtain a profit of approximately $4,997

on account of the 1,000 founder shares that the holder had converted into Class A ordinary shares in connection with the initial

business combination.

By contrast, a public shareholder holding 1,000 Class A ordinary shares acquired in our initial public offering

would lose approximately $5,000 in connection with the same transaction.

value of their Class A ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated

by the business combination).

For example, a holder of 1,000 founder shares would have paid approximately $3.00 to purchase such shares.

At the time of an initial business combination, such holder would be able to convert such founder shares into 1,000 Class A ordinary shares,

and would receive the same consideration in connection with our initial business combination as a public shareholder for the same number

of Class A ordinary shares.

If the trading price of our Class A ordinary shares on a post-combination basis (after accounting for any

adjustments in connection with an exchange or other transaction contemplated by the business combination) were to decrease to $5.00 per

Class A ordinary share, such holder of our founder shares would obtain a profit of approximately $4,997 on account of the 1,000 founder

shares that the holder had converted into Class A ordinary shares in connection with the initial business combination.

By contrast, a

public shareholder holding 1,000 Class A ordinary shares acquired in our initial public offering would lose approximately $5,000 in connection

with the same transaction.

Further, each of our officers and directors may

38 unchanged sentences

business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination

so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets

of a target business, but we will complete such business combination only 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 us not to be required to register as an investment company under the Investment Company Act.

We will not consider any transaction

that does not meet such criteria.

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

prior to our initial business combination may collectively own a minority interest in the post business combination company, depending

on valuations ascribed to the target and us in our initial business combination transaction.

For example, we could pursue a transaction

in which we issue a substantial number of new ordinary shares in exchange for all of the issued and outstanding capital stock, shares

or other equity securities of a target.

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

However, as a result of the issuance

of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority

of our issued and outstanding ordinary shares subsequent to such transaction.

In addition, other minority shareholders may subsequently

combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially

Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.

If we are unable to complete the proposed Business

Combination with Bolt Threads, may structure our initial business combination so that the post-transaction company in which our public

shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will complete such business

combination only 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 us not to be required to register as an investment

company under the Investment Company Act.

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction

company owns 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively

own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in our initial

business combination transaction.

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

in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target.

In this case, we would

acquire a 100% interest in the target.

However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders

immediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such

In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining

a larger share of the company’s shares than we initially acquired.

Accordingly, this may make it more likely that our management

will not be able to maintain our control of the target business.

Our initial business combination will require

8 unchanged sentences

a Business in Foreign Countries

If our management team pursues a company

with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens

in connection with investigating, agreeing to and completing such combination, and if we effect such initial business combination, we

would be subject to a variety of additional risks that may negatively impact our operations.

If we are unable to complete the proposed

business combination with Bolt Threads and our management team pursues a company with operations or opportunities outside of the United

States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing

such combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively

impact our operations.

If our management team pursues a company with

6 unchanged sentences

setting, including any of the following:

● costs and difficulties inherent in managing cross-border

business operations and complying with commercial and legal requirements of overseas markets;

costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets;

rules and regulations regarding currency redemption;

complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations

may be effected;

laws governing the manner in which future business combinations may be effected;

tariffs and trade barriers;

1 unchanged sentence

longer payment cycles;

● tax consequences, such as tax law changes, including termination

or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as

compared to the United States;

tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States;

currency fluctuations and exchange controls;

3 unchanged sentences

employment regulations;

● crime, strikes, riots, civil disturbances, terrorist attacks,

natural disasters and wars;

crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

deterioration of political relations with the United States;

7 unchanged sentences

business combination is unfamiliar with U.S.

securities laws, they may have to expend time and resources becoming familiar with such

laws, which could lead to various regulatory issues.

securities laws, they may have to expend time and resources becoming familiar with such laws,

which could lead to various regulatory issues.

Following our initial business combination, any

2 unchanged sentences

Management of the target business may not be familiar with U.S.

securities laws.

If new management is unfamiliar with U.S.

securities laws, they may have to expend time and resources becoming familiar with

securities laws, they may have to expend time and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

2 unchanged sentences

a weak cash position.

As of September 30, 2024, we had $4,767 in cash

and a working capital deficiency of $427,641.

As of December 31, 2025, we had $296,249 in cash and working capital

deficit of $70,710.

Further, we expect to incur significant costs in pursuit of our acquisition plans.

the initial public offering, we had $971,550 of cash held outside of the Trust Account.

Our plans to raise capital and to consummate our

initial business combination may not be successful.

Our plans to raise capital and

to consummate our initial business combination may not be successful.

You will not be entitled to protections

5 unchanged sentences

However, because we will have net tangible assets in excess

of $5,000,000 upon the successful completion of our initial public offering and will file a Current Report on Form 8-K, including

an audited balance sheet of the company demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors

in blank check companies, such as Rule 419.

of $5,000,000 upon the successful completion of our initial public offering and will file a Current Report on Form 8-K, including an audited

balance sheet of the company demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check

companies, such as Rule 419.

Accordingly, investors will not be afforded the benefits or protections of those rules.

Among other things, this means our units will be immediately tradable.

Among other things,

this means our units will be immediately tradable.

Changes in laws or regulations, or a failure

13 unchanged sentences

of new rules relating to SPACs requiring, among other items, (i) additional disclosures relating to SPAC business combination transactions;

(ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC

initial public offerings and SPAC initial business combinations;

(iii) the use of projections by SPACs in SEC filings in connection

with proposed business combination transactions;

and (iv) both the SPAC and the target company’s status as co-registrants on

de-SPAC transaction registration statements.

In addition, the SEC’s adopting release provided guidance describing circumstances

in which a SPAC could become subject to regulation under the Investment Company Act, including as a result of its duration, asset composition,

business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with such rules and

related guidance may increase the costs and the time needed to negotiate and complete an initial business combination, may constrain the

circumstances under which we could complete an initial business combination or otherwise impair our ability to complete a business combination.

(ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial

public offerings and SPAC initial business combinations;

(iii) the use of projections by SPACs in SEC filings in connection with proposed

business combination transactions;

and (iv) both the SPAC and the target company’s status as co-registrants on de-SPAC transaction

registration statements.

In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could

become subject to regulation under the Investment Company Act, including as a result of its duration, asset composition, business purpose,

and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with such rules and related guidance may

increase the costs and the time needed to negotiate and complete an initial business combination, may constrain the circumstances under

which we could complete an initial business combination or otherwise impair our ability to complete a business combination.

We may not hold an annual general meeting

24 unchanged sentences

Holder of our ordinary shares or warrants, the U.S.

Holder may be

subject to adverse U.S.

Holder may be subject to

federal income tax consequences and may be subject to additional reporting requirements.

Our PFIC status

for our current and subsequent taxable years may depend upon the status of an acquired company pursuant to a business combination

and whether we qualify for the PFIC start-up exception.

Depending on the particular circumstances, the application of the start-up exception

may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can

be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status

for any taxable year, moreover, will not be determinable until after the end of such taxable year(and if the start-up exception may be

applicable, potentially not until after the two taxable years following).

Moreover, if we determine we are a PFIC for any taxable

year, we will endeavor upon written request to provide to a U.S.

Holder such information as the Internal Revenue Service (“IRS”)

may require, including a PFIC Annual Information Statement, in order to enable the U.S.

Holder to make and maintain a “qualified

electing fund” election, but there can be no assurance that we will timely provide such required information, and such election

would likely be unavailable with respect to our warrants in all cases.

Holders to consult their tax advisors regarding

the possible application of the PFIC rules to holders of our ordinary shares and warrants.

person is treated as owning

at least 10% of our stock, such person may be subject to adverse U.S.

Our PFIC status for our current

and subsequent taxable years may depend upon the status of an acquired company pursuant to a business combination and whether we qualify

for the PFIC start-up exception.

Depending on the particular circumstances, the application of the start-up exception may be subject to

uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Accordingly, there can be no assurances

with respect to our status as a PFIC for our current taxable year or any subsequent taxable year.

Our actual PFIC status for any taxable

year, moreover, will not be determinable until after the end of such taxable year(and if the start-up exception may be applicable, potentially

not until after the two taxable years following).

Moreover, if we determine we are a PFIC for any taxable year, we will endeavor upon

written request to provide to a U.S.

Holder such information as the Internal Revenue Service (“IRS”) may require, including

a PFIC Annual Information Statement, in order to enable the U.S.

Holder to make and maintain a “qualified electing fund” election,

but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with

respect to our warrants in all cases.

Holders to consult their tax advisors regarding the possible application of the PFIC

rules to holders of our ordinary shares and warrants.

person is treated as owning at

least 10% of our stock, such person may be subject to adverse U.S.

federal income tax consequences.

3 unchanged sentences

income tax purposes.

corporation is considered a CFC if more than 50% of (1) the total combined voting power of all

classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned, or is considered

as owned by applying certain constructive ownership rules, by 10% “United States shareholders” on any day during

the taxable year of such non-U.S.

If we are a CFC, 10% “United States

shareholders” will be subject to adverse income inclusion and reporting requirements with respect to us.

No assurance can be provided

that we will assist holders in determining whether we are treated as a CFC or whether any holder is treated as a 10% “United States

shareholder” with respect to us or furnish to any holder information that may be necessary to comply with reporting and tax payment

obligations with respect to our status as a CFC.

corporation is considered a CFC if more than 50% of (1) the total combined voting power of all classes

of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned, or is considered as owned

by applying certain constructive ownership rules, by 10% “United States shareholders” on any day during the taxable year of

such non-U.S.

If we are a CFC, 10% “United States shareholders”

will be subject to adverse income inclusion and reporting requirements with respect to us.

No assurance can be provided that we will assist

holders in determining whether we are treated as a CFC or whether any holder is treated as a 10% “United States shareholder”

with respect to us or furnish to any holder information that may be necessary to comply with reporting and tax payment obligations with

respect to our status as a CFC.

We may reincorporate in another jurisdiction

14 unchanged sentences

a company organized under the laws of the United States (or any subdivision thereof), a U.S.

federal excise tax could be imposed

on us in connection with any redemptions of our Class A ordinary shares after or in connection with such initial business combination.

The Inflation Reduction Act of 2022

provides for, among other things, a new 1% U.S.

federal excise tax on certain repurchases (including redemptions) of stock by publicly

corporations after December 31, 2022 (the “stock buyback tax”), subject to certain exceptions.

If applicable,

the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during

a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same

taxable year.

The Biden administration has proposed increasing the stock buyback tax rate from 1% to 4%;

however, it is unclear whether

such a change will be enacted and, if enacted, how soon it could take effect.

federal excise tax could be imposed on us

in connection with any redemptions of our Class A ordinary shares after or in connection with such initial business combination.

The Inflation Reduction Act of 2022 provides for,

among other things, a new 1% U.S.

federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.

after December 31, 2022 (the “stock buyback tax”), subject to certain exceptions.

If applicable, the amount of the stock buyback

tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate

fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year.

The Biden administration

has proposed increasing the stock buyback tax rate from 1% to 4%;

however, it is unclear whether such a change will be enacted and, if

enacted, how soon it could take effect.

In addition, the U.S.

Treasury Department and IRS have

released preliminary guidance that would potentially cause a non-U.S.

Treasury Department and IRS have released preliminary guidance that would

potentially cause a non-U.S.

corporation’s U.S.

subsidiaries to be subject to

the stock buyback tax with respect to any share repurchases made by the non-U.S.

subsidiaries to be subject to the stock buyback tax with respect to any share repurchases

made by the non-U.S.

corporation under certain circumstances.

As an entity incorporated as a Cayman Islands

exempted company, the stock buyback tax is currently not expected to apply to redemptions of our Class A ordinary shares (absent

any regulations or other additional guidance that may be issued in the future).However, in connection with an initial business combination

involving a company organized under the laws of the United States (or any subdivision thereof), it is possible that we domesticate

and continue as a Delaware corporation prior to certain redemptions.

Because we expect that, following such a domestication, our securities

would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with respect to any subsequent redemptions

(including redemptions in connection with the initial business combination) that are treated as repurchases for this purpose.

In all cases,

whether and to what extent we would be subject to the stock buyback tax will depend on a number of factors, including (i) the structure

of the initial business combination, including the extent to which the initial business combination involves a U.S.

corporation and

the extent to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible to

offset any redemptions or other repurchases, (ii) the fair market value of the shares redeemed and (iii) the extent such redemptions

could be treated as dividends and not as repurchases.

The applicability of the stock buyback tax to us could be further affected by the

content of any regulations, clarifications or other additional guidance from the U.S.

Treasury Department that may be issued and

applicable to the redemptions.

exempted company, the stock buyback tax is currently not expected to apply to redemptions of our Class A ordinary shares (absent any regulations

or other additional guidance that may be issued in the future).However, in connection with an initial business combination involving a

company organized under the laws of the United States (or any subdivision thereof), it is possible that we domesticate and continue as

a Delaware corporation prior to certain redemptions.

Because we expect that, following such a domestication, our securities would continue

to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with respect to any subsequent redemptions (including

redemptions in connection with the initial business combination) that are treated as repurchases for this purpose.

In all cases, whether

and to what extent we would be subject to the stock buyback tax will depend on a number of factors, including (i) the structure of the

initial business combination, including the extent to which the initial business combination involves a U.S.

corporation and the extent

to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible to offset any

redemptions or other repurchases, (ii) the fair market value of the shares redeemed and (iii) the extent such redemptions could be treated

as dividends and not as repurchases.

The applicability of the stock buyback tax to us could be further affected by the content of any

regulations, clarifications or other additional guidance from the U.S.

Treasury Department that may be issued and applicable to the redemptions.

Any stock buyback tax that becomes payable as

19 unchanged sentences

We could be an emerging growth company for up to

five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares

held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer

be an emerging growth company as of the end of such fiscal year.

We cannot predict whether investors will find our securities less attractive

because we will rely on these exemptions.

five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held

by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging

growth company as of the end of such fiscal year.

We cannot predict whether investors will find our securities less attractive because

we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions,

1 unchanged sentence

and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that

a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies

but any such election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when

a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

We have elected not to opt out of such extended transition period which means that when a

standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

4 unchanged sentences

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.

To the extent we take advantage of such

reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

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.

To the extent we take advantage of such reduced disclosure obligations, it may also make

comparison of our financial statements with other public companies difficult or impossible.

Since only holders of our founder shares

9 unchanged sentences

certain corporate governance requirements, including the requirements that:

● we have a board that includes a majority of “independent

directors,” as defined under the rules of Nasdaq;

● we have a compensation committee of our board that is comprised

entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

● a majority of the independent directors recommend director

nominees for selection by the board of directors.

we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;

we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

a majority of the independent directors recommend director nominees for selection by the board of directors.

We do not intend to utilize these exemptions and

4 unchanged sentences

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 1A. Risk Factors