What changed in this filing

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Item 1. Business

2026-03-24 compared with 2025-03-25 · 849 added, 759 removed, 95 unchanged (94% of the section changed)

are a blank check company incorporated on May 21, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a

Business Combination with one or more businesses or entities.

To date, our efforts have been limited to organizational activities, activities

related to our Initial Public Offering, and searching for a Business Combination target.

As of the date of this Report, we have not selected

any specific Business Combination target.

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

operating revenues until we consummate our initial Business Combination.

2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs

and time related thereto.

Public Offering

On September 9, 2024, we consummated

our Initial Public Offering of 23,000,000 Public Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment

Each Public Unit consists of one Public Share and one-half of one Public Warrant, with each whole Public Warrant entitling the

holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

The Units were sold at a price of $10.00 per Public Unit,

generating gross proceeds to us of $230,000,000.

We are a blank check company

incorporated on May 21, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with

one or more businesses or entities.

To date, our efforts have been limited to (i) organizational activities, (ii) activities related to

our Initial Public Offering, and (iii) searching for and consummating a Business Combination.

We have also generated no operating revenues

to date and we do not expect that we will generate operating revenues until we consummate our initial Business Combination.

Initial Public Offering

Our IPO Registration Statement

became effective on September 5, 2024.

On September 9, 2024, we consummated our Initial Public Offering of 23,000,000 Public Units, including

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

Each Public Unit consists of one Public Share

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

for $11.50 per share.

The Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $230,000,000.

Simultaneously with the closing

1 unchanged sentence

of 760,000 Private Placement Units to our Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement

Unit, generating gross proceeds of $7,600,000.

Of those 760,000 Private Placement Units, the Sponsor purchased 450,000 Private Placement

Units and BTIG purchased 310,000 Private Placement Units.

total of $231,150,000, comprised of the proceeds from the Initial Public Offering and the Private Placement was placed in the Trust Account

maintained by Continental, acting as trustee.

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

Our Management Team is led by William J.

(Bill) Sandbrook, our Executive Chairman, and William M.

(Matt) Brown, our Chief Executive Officer and Principal Financial and Accounting

In addition, our Management Team is aided by Mario Andretti, our advisor, and Michael M.

Andretti, our special advisor and a

member of our Board of Directors.

We must complete our initial Business Combination by September 9, 2026, the end of our Combination

Period, which is 24-months from the closing of our Initial Public Offering, unless we decide to pursue an amendment to our Amended and

Restated Charter and select another period in which we must consummate an initial Business Combination.

If our initial Business Combination

is not consummated by the end of our Combination Period, then our existence will terminate, and we will distribute all amounts in the

Trust Account, as described further herein.

may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending the Amended

and Restated Charter.

Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to

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

Such redemptions will decrease the amount

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

In addition, the Nasdaq

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

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

Acquisition Corp.

of our Management Team and our independent directors were formerly members of the management team and independent directors of Andretti

Acquisition Corp, respectively.

Unit, generating gross proceeds to us of $7,600,000.

Of those 760,000 Private Placement Units, the Sponsor purchased 450,000 Private

Placement Units and BTIG purchased 310,000 Private Placement Units.

The Private Placement Units (and underlying securities) are identical

to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

A total of $231,150,000, comprised

of the proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental,

acting as trustee.

It is the job of our Sponsor

and Management Team to complete our initial Business Combination.

Our Management Team is led by (i) William J.

(Bill) Sandbrook, our Executive

Chairman, and (ii) William M.

(Matt) Brown, our Chief Executive Officer and Principal Financial and Accounting Officer.

In addition, our

Management Team is aided by Mario Andretti, our advisor, and Michael M.

Andretti, our special advisor and a member of our Board of Directors.

We must complete our initial Business Combination by (x) September 9, 2026, the end of our Combination Period, which is 24-months from

the closing of our Initial Public Offering, (y) such earlier liquidation date as our Board may approve or (z) such later date as our shareholders

may approve pursuant to the Amended and Restated Articles..

If our initial Business Combination is not consummated by the end of our Combination

Period, our existence will terminate, and we will distribute all amounts in the Trust Account, as described elsewhere in this Report.

We may seek to extend the

Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.

Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion

of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account

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

In addition, the Nasdaq Rules currently require

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

If we do not meet

the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq.

may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our

Management Team.

StoreDot Business Combination Agreement and

Related Agreements

On December 3, 2025, we entered

into the StoreDot BCA with (i) StoreDot, (ii) Pubco, (iii) Company Merger Sub and (iv) SPAC Merger Sub for the StoreDot Business Combination.

Simultaneously with the execution

of the StoreDot BCA, the Sponsor, our company, Pubco and our directors and officers entered into an amendment to the Letter Agreement

(the “Letter Agreement Amendment”).

Simultaneously with the execution

and delivery of the StoreDot BCA, the Sponsor and Pubco entered into a letter agreement (the “Sponsor Letter Agreement”).

As promptly as practicable

and, in any event within ten business days following the execution of the StoreDot BCA, StoreDot will cause each director and officer

of StoreDot and each shareholder beneficially owning at least five percent (5%) of StoreDot on a fully-diluted basis to enter into a voting

agreement (collectively, the “Voting Agreements”).

On December 17, 2025, we entered

into the Underwriting Agreement Amendment, which is effective and conditioned upon the closing of the StoreDot Business Combination.

Termination and Release Agreement

On February 17, 2026, we,

StoreDot, Pubco, SPAC Merger Sub and Company Merger Sub entered into a Termination and Release Agreement (the “StoreDot Termination

Agreement”) pursuant to which the parties mutually agreed to terminate the StoreDot BCA in its entirety pursuant to Section 8.1(a)

Concurrently with the termination of the StoreDot BCA, each of the related agreements (including, but not limited to, the Voting

Agreements, the Insider Letter Amendment and the Sponsor Letter Agreement) were automatically terminated.

As a result, the StoreDot BCA

and related agreements are of no further force and effect.

In addition, each party released the other parties from any and all liabilities

and damages relating to the transaction documents, breaches thereunder and the proposed transactions.

The foregoing summary of the

StoreDot Termination Agreement is qualified in its entirety by the text of the StoreDot Termination Agreement, a copy of which is attached

as Exhibit 10.16 hereto and is incorporated herein by reference.

We are seeking, with our Sponsor,

alternative ways to consummate an initial Business Combination.

Andretti Acquisition Corp.

Members of our Management

Team and our independent directors were formerly members of the management team and independent directors of Andretti Acquisition Corp,

respectively.

On January 18, 2022, Andretti Acquisition Corp.

consummated its initial public offering (the “Andretti

IPO”) of 23,000,000 units.

The units were sold at a price of $10.00 per unit, including the issuance of 3,000,000 units as a result

of the underwriters’ exercise of their over-allotment option in full.

The units were sold at a price of $10.00 per unit, generating

gross proceeds of $230,000,000.

consummated its initial public offering (the “Andretti IPO”)

of 23,000,000 units.

The units were sold at a price of $10.00 per unit, including the issuance of 3,000,000 units as a result of the underwriters’

exercise of their over-allotment option in full.

The units were sold at a price of $10.00 per unit, generating gross proceeds of $230,000,000.

In addition, simultaneously with the closing of the Andretti IPO, Andretti Acquisition Corp.

the private sale of an aggregate of 13,550,000 warrants (the “Andretti PPWs”), at a purchase price of $1.00 per warrant to

its sponsor and its sponsor’s co-investor, generating gross proceeds of $13,550,000.

A total of $235,750,000 of the net proceeds

from the sale of the units (including the over-allotment units and the Andretti PPWs) was placed in a U.S.-based trust account.

Acquisition Corp.

consummated its business combination with Zapata Computing, Inc.

(“Zapata AI”), an Industrial Generative

AI software company, on March 28, 2024, resulting in Zapata Computing Holdings Inc.

Zapata’s common stock

traded on the Nasdaq Global Market under the symbol “ZPTA” and its warrants traded on the Nasdaq Capital Market under the

symbol “ZPTAW.” Effective October 24, 2024, Zapata removed all its securities listing and registration on Nasdaq following

its previous announcement of the termination of all of its employees and the approval by the Zapata’s board of directors of the

cessation of its operations.

Management Team provides valuable guidance, technical domain expertise, value-added input regarding senior team leadership capabilities

of prospective business combination targets, and have access to differentiated ideas and opportunities through complementary networks.

They also have SPAC experience and a proven track record of Business Combination success.

believe that our Management Team are well positioned among other SPAC vehicles.

We may pursue an initial Business Combination in any

business or industry, but our evaluation approach primarily concentrates on assessing well-established companies that possess prominent

competitive positions, unique business concepts, seasoned management teams, appealing financial profiles, and substantial potential for

long-term growth.

Our Management Team has a wide network of business owners, public and private company executives and board members,

investment bankers, debt and private equity investors, high net worth families and their respective advisors, commercial bankers, attorneys,

management consultants, accountants, and other transaction intermediaries that we plan to use to source our initial Business Combination.

We believe that by using this strategy in conjunction with the technical know-how, established relationships, and successful track record

of our Management Team in a range of subsectors, we will be able to create significant opportunities to generate value for shareholders.

(Matt) Brown is dedicated full-time to the process of identifying, evaluating and negotiating with an acquisition target for

our initial Business Combination.

Our Management Team have significant, meaningful experience as, among other titles, investors, executives,

corporate strategists and business development heads within both public and private companies.

goal is to acquire a compelling asset with a skilled management team that is ready to grow.

Given our Management Team’s wide network

of relationships, we anticipate an extensive and diverse pipeline of proprietary prospects from firms that we believe should be in the

public domain.

We plan to leverage our wide global network of relationships to create a pipeline of initial Business Combination opportunities.

we examine a wide range of assets in terms of growth stages and capital structures, we seek to back a company that has a high demand

for its products or services and operates in market verticals and/or geographies with little competition, or a company that has a demonstrable

advantage over its competitors due to factors such as the use of distinct technology, a business model, or a brand.

We use our Management

Team’s industry knowledge and experience, as well as their broad personal network, to add significant value to any acquired firm.

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

to articulate our initial Business Combination criteria, including the parameters of our search for a target business, and (ii) a disciplined

process of pursuing and reviewing promising leads.

with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating

targets for our initial Business Combination.

We use these criteria and guidelines in evaluating Business Combination opportunities,

but we may decide to enter into our initial Business Combination with a target business that does not meet any or all of these criteria

and guidelines:

completed the private sale of an aggregate

of 13,550,000 warrants (the “Andretti PPWs”), at a purchase price of $1.00 per warrant to its sponsor and its sponsor’s

co-investor, generating gross proceeds of $13,550,000.

A total of $235,750,000 of the net proceeds from the sale of the units (including

the over-allotment units and the Andretti PPWs) was placed in a U.S.-based trust account.

Andretti Acquisition Corp.

consummated its business

combination with Zapata Computing, Inc.

(“Zapata AI”), an Industrial Generative AI software company, on March 28, 2024, resulting

in Zapata Quantum, Inc.

(formerly known as “Zapata Computing Holdings Inc.”) (“Zapata”).

Zapata’s common

stock traded on the Nasdaq Global Market under the symbol “ZPTA” and its warrants traded on the Nasdaq Capital Market under

the symbol “ZPTAW.” Effective October 24, 2024, Zapata removed all its securities listing and registration on Nasdaq.

the date of this Report, Zapata’s common stock is quoted under OTCID.

Our Management Team

Our Management Team provides

valuable guidance, technical domain expertise, value-added input regarding senior team leadership capabilities of prospective Business

Combination targets and have access to differentiated ideas and opportunities through complementary networks.

They also have SPAC experience

and a proven track record of Business Combination success.

We believe that our Management

Team are well positioned among other SPAC vehicles.

We may pursue an initial Business Combination in any business or industry, but our

evaluation approach has primarily concentrated on assessing well-established companies that possess prominent competitive positions, unique

business concepts, seasoned management teams, appealing financial profiles, and substantial potential for long-term growth.

Our Management

Team has a wide network of business owners, public and private company executives and board members, investment bankers, debt and private

equity investors, high net worth families and their respective advisors, commercial bankers, attorneys, management consultants, accountants,

and other transaction intermediaries that we are using to source our initial Business Combination.

We believe that by using this strategy

in conjunction with the technical know-how, established relationships, and successful track record of our Management Team in a range of

subsectors, we will be able to create significant opportunities to generate value for shareholders.

(Matt) Brown is dedicated

full-time to the process of identifying, evaluating and negotiating with an acquisition target for our initial Business Combination.

Management Team have significant, meaningful experience as, among other titles, investors, executives, corporate strategists and business

development heads within both public and private companies.

Business Strategy

Our goal is to acquire a compelling

asset with a skilled management team that is ready to grow.

Given our Management Team’s wide network of relationships, we anticipate

an extensive and diverse pipeline of proprietary prospects from firms that we believe should be in the public domain.

We plan to leverage

our wide global network of relationships to create a pipeline of initial Business Combination opportunities.

While we examine a wide range

of assets in terms of growth stages and capital structures, we seek to back a company that has a high demand for its products or services

and operates in market verticals and/or geographies with little competition, or a company that has a demonstrable advantage over its competitors

due to factors such as the use of distinct technology, a business model, or a brand.

We use our Management Team’s industry knowledge

and experience, as well as their broad personal network, to add significant value to any acquired firm.

Following the completion of

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

our initial Business Combination criteria, including the parameters of our search for a target business, and (ii) a disciplined process

of pursuing and reviewing promising leads.

Acquisition Criteria

Consistent with our business

strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating targets for our

initial Business Combination.

We use these criteria and guidelines in evaluating Business Combination opportunities, but we may decide

to enter into our initial Business Combination with a target business that does not meet any or all of these criteria and guidelines:

competitive advantage:

4 unchanged sentences

these qualities.

● Recognition

in the market and reputation:

12 unchanged sentences

growth trajectory:

are looking for businesses in sectors of the economy that, in our opinion, have a durable competitive edge, are benefiting from favorable

secular trends, and have room to grow through a partnership with us.

We are focusing on businesses that have grown significantly organically

and that, in our opinion, are in a strong position to gain more market share in their particular industry.

We are looking for businesses in sectors of the economy that,

in our opinion, have a durable competitive edge, are benefiting from favorable secular trends,

and have room to grow through a partnership with us.

We are focusing on businesses that have

grown significantly organically and that, in our opinion, are in a strong position to gain

more market share in their particular industry.

the value of becoming a publicly traded entity:

12 unchanged sentences

that could increase shareholder value.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial Business Combination may be

based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria that our Management

may deem relevant.

We may decide to enter into our initial Business Combination with a target business that does not meet the above criteria

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

communications related to our initial Business Combination, which, as discussed in this Report, would be in the form of proxy solicitation

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

evaluating a prospective target business, we conduct a due diligence review which may encompass, among other things, meetings with incumbent

management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as

a review of financial, operational, legal and other information about the target and its industry which will be made available to us.

If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the Business Combination

time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately

completed will result in our incurring losses and will reduce the funds available for us to use to complete another Business Combination.

Business Combination

intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the Private Placement,

the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination, shares issued to the owners of the

target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in its early

stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

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

initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without

a shareholder vote by means of a tender offer.

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

if we receive an Ordinary Resolution.

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

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

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

exchange listing requirement.

have until September 9, 2026 or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial

Business Combination.

If we anticipate that we may be unable to consummate our initial Business Combination within such 24-month period,

we may seek shareholder approval to amend our Amended and Restated Charter to extend the date by which we must consummate our initial

These criteria are not intended

to be exhaustive.

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

on these general guidelines, as well as other considerations, factors and criteria that our Management may deem relevant.

We may decide

to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, and in the

event we do, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our

initial Business Combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer

documents that we would file with the SEC.

Acquisition Process

In evaluating a prospective

target business, we conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,

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

legal and other information about the target and its industry that are made available to us.

If we determine to move forward with a particular

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

Any costs incurred with respect

to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination

is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another

Business Combination.

If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem

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

interest earned thereon (less taxes payable, if any), divided by the number of then issued and outstanding Public Shares, subject to

applicable law.

we are unable to complete our initial Business Combination within the Combination Period, we will redeem 100% of the Public Shares at

Initial Business Combination

We intend to effectuate our

initial Business Combination using cash from the proceeds of our Initial Public Offering and the Private Placement, the proceeds of the

sale of our Ordinary Shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued

to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

We may seek to complete

our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or

growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our Public

Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination

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

of a tender offer.

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

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

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

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

We have until September 9,

2026 or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination.

we anticipate that we may be unable to consummate our initial Business Combination within such Combination Period, we may seek shareholder

approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination.

we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at

a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon

(less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding

Public Shares, subject to applicable law and certain conditions as further described herein.

We cannot assure our Public Shareholders

that we will in fact be able to distribute the Redemption Price as a result of claims of creditors, which may take priority over the

claims of our Public Shareholders.

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

If we are unable to complete

our initial Business Combination within the Combination Period, we will redeem 100% of the Public Shares at a per share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if

any, and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares,

subject to applicable law and certain conditions as further described herein.

While the pro rata Redemption Price was approximately $10.58

per Public Share as of December 31, 2025, we cannot assure our Public Shareholders that we will in fact be able to distribute such amounts

as a result of claims of creditors, which may take priority over the claims of our Public Shareholders.

The Nasdaq Rules require that

we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held

in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account, the “80% Test”).

in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account, and such test, the “80%

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

If our Board of Directors

is not able to independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent

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

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

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

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

Additionally, pursuant

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

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

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

We may, however, structure our initial

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

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

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

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

under the Investment Company Act.

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

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

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

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

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

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

However, as a result of the issuance of a substantial

number of new Ordinary Shares, our shareholders immediately prior to our initial Business Combination could own less than a majority

of our issued and outstanding Ordinary Shares subsequent to our initial Business Combination.

If less than 100% of the equity interests

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

that is owned or acquired is what will be taken into account for purposes of the 80% Test.

If the Business Combination involves more

than one target business, the 80% Test will be based on the aggregate value of all of the target businesses.

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

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

or directors or advisor.

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

in our Amended and Restated Charter) with our Sponsor, officers, directors or advisor, we, or a committee of independent directors, will

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

stating that the consideration to be paid by us in such an initial Business Combination is fair to our Company from a financial point

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

Members of our Management Team and our independent directors directly

or indirectly own Founder Shares and/or Private Placement Units after the Initial Public Offering and, accordingly, may have a conflict

of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business

The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the Founder Shares creates

an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that

subsequently declines in value and is unprofitable for Public Shareholders.

If we are unable to complete our initial Business Combination

within the Combination Period, the Founder Shares and Private Placement Units may expire worthless, except to the extent they receive

liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor, executive officers and

directors to complete a transaction, even if we select an acquisition target that subsequently declines in value and is unprofitable for

Public Shareholders.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular

Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition

to any agreement with respect to our initial Business Combination.

Each of our officers and directors presently has, and any of them in

the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which

such officer or director is or will be required to present a Business Combination opportunity to such entities.

Accordingly, if any of

our officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then

current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business

Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law.

Our Amended and Restated Charter

provides that, to the fullest extent permitted by law:

(i) no individual serving as a director or an officer, among other persons, shall

have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or

similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity

to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one

hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any

other entity.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially

affect our ability to complete our initial Business Combination.

In addition, our Sponsor and our officers and directors may sponsor

or form other SPACs similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial

Business Combination.

As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present

Business Combination opportunities to us or to any other SPAC with which they may become involved.

Any such companies, businesses or investments

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

However, we do not believe that any such

potential conflicts would materially affect our ability to complete our initial Business Combination.

of Potential Initial Business Combination Targets

Target business candidates are brought to our attention from various

unaffiliated sources, including investment bankers and private investment funds.

Target businesses may be brought to our attention by

such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target

businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our Initial Public

Offering prospectus and know what types of businesses we are targeting.

Our officers and directors, as well as their affiliates, may also

bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or

informal inquiries or discussions they may have, as well as attending trade shows or conventions.

In addition, we expect to receive a

number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record

and business relationships of our officers and directors.

While we do not presently anticipate engaging the services of professional firms

or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the

future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length

negotiation based on the terms of the transaction.

Prior to or in connection with the completion of our initial Business

Combination, there may be payment by us to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory

fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination,

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

will engage a finder only to the extent our Management determines that the use of a finder may bring opportunities to us that may not

otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines

is in our best interest to pursue.

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

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

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

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

to the satisfaction of such criteria.

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

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

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

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

We anticipate structuring

our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire

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

We may, however, structure our initial Business Combination

such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to

meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination

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

a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company

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

to the Business Combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed

to the target and us in the Business Combination.

For example, we could pursue a transaction in which we issue a substantial number of

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

In this case,

we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new Ordinary

Shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our issued and outstanding

Ordinary Shares subsequent to our initial Business Combination.

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

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

is what will be taken into account for purposes of the 80% Test.

If the Business Combination involves more than one target business, the

80% Test will be based on the aggregate value of all of the target businesses.

Members of our Management

Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Units after the Initial Public Offering

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

which to effectuate our initial Business Combination.

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

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

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

If we are unable to complete

our initial Business Combination within the Combination Period, the Founder Shares and Private Placement Units may expire worthless, except

to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor,

executive officers and directors to complete a transaction, even if we select an acquisition target that subsequently declines in value

and is unprofitable for Public Shareholders.

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

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

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

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more

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

Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity that is suitable for an

entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands

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

(i) no individual serving as a director or

an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging

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

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

for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation

of a director or officer to any other entity.

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

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

In addition, our Sponsor and

our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during

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

As a result, our Sponsor, officers and directors could have conflicts

of interest in determining whether to present Business Combination opportunities to us or to any other SPAC with which they may become

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination

However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business

Sourcing of Potential Initial Business Combination

Target business candidates

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

Target businesses

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

These sources

may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources

have read our Initial Public Offering prospectus and know what types of businesses we are targeting.

Our officers and directors, as well

as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts

as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

we receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the

track record and business relationships of our officers and directors.

Prior to or in connection

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

affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the

completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid

from funds held outside the Trust Account.

We engage a finder only to

the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us

or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest

Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid

out of the funds held in the Trust Account.

We are not prohibited from

pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers, directors, or advisors, or completing

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

If we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Articles)

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

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

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

We are not required to obtain such

an opinion in any other context.

Financial Position

With funds available for a

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to the target business to fit its needs and desires.

However, we have not taken any steps to secure third-party financing and there can

be no assurance it will be available to us.

of Business Diversification

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

on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with

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

the risks of being in a single line of business.

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

diversification may:

However, there can be no assurance that third-party financing will be available to

Lack of Business Diversification

For an indefinite period of

time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance

of a single business.

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

several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in

a single line of business.

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

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular

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

Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target

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

business’s management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications

or abilities to manage a public company.

Furthermore, the future role of members of our Management Team, if any, in the target business

cannot presently be stated with any certainty.

The determination as to whether any of the members of our Management Team will remain with

the combined company will be made in connection with our initial Business Combination.

While it is possible that one or more of our directors

will remain associated in some capacity with us following our initial Business Combination, it is unlikely that any of them will devote

their full efforts to our affairs subsequent to our initial Business Combination.

Moreover, we cannot assure our shareholders that members

of our Management Team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure our shareholders that any of our key personnel will

remain in senior management or advisory positions with the combined company.

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

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

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

May Not Have the Ability to Approve Our Initial Business Combination

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

and Restated Charter.

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

decide to seek shareholder approval for business or other reasons.

Under the Nasdaq’s Rules, shareholder approval would be required

for our initial Business Combination if, for example:

Limited Ability to Evaluate the Target’s

Management Team

Although we closely scrutinize

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

business and plan to continue to do so , our assessment of the target business’s management may not prove to be correct.

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

Moreover, we cannot assure

our shareholders that members of our Management Team will have significant experience or knowledge relating to the operations of the particular

target business.

We cannot assure our shareholders

that any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to

whether any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination.

Following a Business Combination,

we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure our shareholders

that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or

experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve

Our Initial Business Combination

We may conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Articles.

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

approval for business or other reasons.

Under the Nasdaq Rules, shareholder

approval would be required for our initial Business Combination if, for example:

issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary Shares then outstanding (other than in

a public offering);

Any of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares or voting power of 5% or more;

of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust

Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be

acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares

or voting power of 5% or more;

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

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

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

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

(i) the timing of the transaction,

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

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

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

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

(iv) other time and budget constraints of the Company;

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

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

Purchases of Our Securities

If we seek shareholder approval of our initial Business Combination

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

directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions

or in the open market either prior to or following the completion of our initial Business Combination, although they are under no obligation

or duty to do so.

Such a purchase may include a contractual acknowledgment that such Public Shareholder, although still the record holder

of our Public Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

that our Sponsor, , directors, officers, advisors and their affiliates purchase Public Shares in privately negotiated transactions from

Public Shareholders who have already elected to exercise their redemption rights, such selling Public Shareholders would be required to

revoke their prior elections to redeem their Public Shares.

It is intended that, if Rule 10b-18 would apply to purchases by Sponsor, directors,

officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies,

which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time at or prior to our initial Business Combination,

subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, advisors

and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote

their Public Shares in favor of our initial Business Combination or not redeem their Public Shares.

However, they have no current commitments,

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

the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions.

purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination,

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

Warrant holders for approval in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with

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

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

Any such purchases of our securities may result in the completion

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

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

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

on a national securities exchange.

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

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

negotiated transactions by either the Public Shareholders contacting us directly or by our receipt of redemption requests submitted by

Public Shareholders (in the case of Public Shares) following our mailing of proxy materials in connection with our initial Business Combination.

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

and contact only potential selling or redeeming Public Shareholders who have expressed their election to redeem their Public Shares for

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

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

meeting related to our initial Business Combination.

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

Public Shareholders to purchase Public Shares from based on the negotiated price and number of Public Shares and any other factors that

they may deem relevant, and will be restricted from purchasing Public Shares if such purchases do not comply with Regulation M under the

Exchange Act and the other federal securities laws.

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

be restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

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

to such reporting requirements.

Additionally, in the event our Sponsor, , directors, officers, advisors and their affiliates were to purchase

our securities from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the

Exchange Act including, in pertinent part, through adherence to the following:

our registration statement/proxy statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, directors, officers, advisors or their affiliates may purchase our securities from Public Shareholders outside the redemption process, along with the purpose of such purchases;

if our Sponsor, directors, officers, advisors or their affiliates were to purchase our securities from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process;

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

our Sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights;

we would disclose in a Current Report on Form 8-K, before our general meeting of shareholders to approve the Business Combination transaction, the following material items:

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

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

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

the identities of our security holders who sold to our Sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors or their affiliates;

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

Rights for Public Shareholders upon Completion of Our Initial Business Combination

The decision as to whether

we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required

by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and

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

(i) the timing of the transaction, including in the

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

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

(ii) the expected cost of

holding a shareholder vote;

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

(iv) other time

and budget constraints of our Company;

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

and burdensome to present to shareholders.

Permitted Purchases of Our Securities

If we seek shareholder approval

of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to

the tender offer rules, our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants

in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination,

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

Such a purchase may include a contractual acknowledgment that such Public Shareholder,

although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its

redemption rights.

In the event that our Sponsor, directors, officers, advisors and their affiliates purchase Public Shares in privately

negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling Public Shareholders

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

It is intended that, if Rule 10b-18 would apply to purchases

by Sponsor, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act,

to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing,

pricing and volume of purchases.

Additionally, at any time

at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information),

our Sponsor, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them

with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms

or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants

in such transactions.

The purpose of any such transactions

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

Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in

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

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

would otherwise not be met.

Any such purchases of our securities may result in the completion of our initial Business Combination that

may not otherwise have been possible.

In addition, if such purchases

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

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

Our Sponsor, directors, officers,

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

and their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting us directly or by our receipt

of redemption requests submitted by Public Shareholders (in the case of Public Shares) following our mailing of proxy materials in connection

with our initial Business Combination.

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

private transaction, they would identify and contact only potential selling or redeeming Public Shareholders who have expressed their

election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether

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

Shares have not already been voted at the general meeting related to our initial Business Combination.

Our Sponsor, directors, officers,

advisors and their affiliates will select from which Public Shareholders to purchase Public Shares based on the negotiated price and number

of Public Shares and any other factors that they may deem relevant, and will be restricted from purchasing Public Shares if such purchases

do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our Sponsor, directors, officers,

advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or

Rule 10b-5 of the Exchange Act.

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

such purchasers are subject to such reporting requirements.

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

their affiliates were to purchase our securities from Public Shareholders, such purchases would be structured in compliance with the requirements

of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

registration statement/proxy statement filed for our Business Combination transaction would disclose the possibility that our Sponsor,

directors, officers, advisors or their affiliates may purchase our securities from Public Shareholders outside the redemption process,

along with the purpose of such purchases;

our Sponsor, directors, officers, advisors or their affiliates were to purchase our securities from Public Shareholders, they would do

so at a price no higher than the price offered through our redemption process;

registration statement/proxy statement filed for our Business Combination transaction would include a representation that any of our

securities purchased by our Sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the Business

Combination transaction;

Sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or,

if they do acquire and possess redemption rights, they would waive such rights;

would disclose in a Current Report on Form 8-K, before our general meeting of shareholders to approve the Business Combination transaction,

the following material items:

amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers, advisors or their affiliates,

along with the purchase price;

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

impact, if any, of the purchases by our Sponsor, directors, officers, advisors or their affiliates on the likelihood that the Business

Combination transaction will be approved;

identities of our security holders who sold to our Sponsor, directors, officers, advisors or their affiliates (if not purchased on the

open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors

or their affiliates;

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

Redemptions in Connection with Our Initial

Business Combination

Redemption Rights for Public Shareholders

upon Completion of Our Initial Business Combination

We will provide our Public

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

of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by

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

of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided

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

As of December 31,

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to Public Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee we will pay to the Underwriters.

of the Initial Public Offering.

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

they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares

they may hold in connection with the completion of our initial Business Combination.

Our proposed initial Business Combination may impose a minimum cash

requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate

purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required

to pay for all Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant

to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the

initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders

We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness

in connection with our initial Business Combination, including pursuant to forward purchase agreements or backstop arrangements into which

we may enter following consummation of the Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets

or minimum cash requirements.

of Conducting Redemptions

We will provide our Public Shareholders with the opportunity to redeem

all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general

meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether

we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion,

and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require

us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private

issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).

Asset acquisitions and share purchases

would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and

any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated

Charter would require shareholder approval.

So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required

to comply with the shareholder approval requirements of the Nasdaq Rules.

The requirement that we provide our Public Shareholders with the opportunity

to redeem their Public Shares by one of the two methods listed above are contained in provisions of our Amended and Restated Charter and

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

Such provisions may be amended

if approved by a Special Resolution.

we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will,

pursuant to our Amended and Restated Charter:

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

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

offer rules, and

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

redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may hold in connection with

the completion of our initial Business Combination.

Our proposed initial Business

Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash

consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to

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

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

will be returned to the holders thereof.

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

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

or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our Public

Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination

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

of a tender offer.

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

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

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

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

under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our

Company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Ordinary

Shares or seek to amend our Amended and Restated Articles would require shareholder approval.

So long as we obtain and maintain a listing

for our securities on Nasdaq, we will be required to comply with the shareholder approval requirements of the Nasdaq Rules.

The requirement that we provide

our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions

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

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

If we provide our Public Shareholders

with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our Amended and Restated

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules, and

proxy materials with the SEC.

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

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

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

Combination only if we receive an Ordinary Resolution.

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

of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented in person or by proxy.

Our Sponsor, officers

and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to

vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering (including

in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule

14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of our initial

Business Combination.

For purposes of seeking approval of an Ordinary Resolution, non-votes will have no effect on the approval of our

initial Business Combination once a quorum is obtained.

As a result, in addition to our Sponsor’s Founder Shares, we would need 7,500,001,

or approximately 37.5%, of the 20,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business

Combination in order to have our initial Business Combination approved, assuming all outstanding Ordinary Shares are voted and the parties

to the Letter Agreement do not acquire any Class A Ordinary Shares.

In the event that we seek

shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our

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

If we seek shareholder approval,

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

A quorum for such meeting will be present

if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented in person

Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers

and directors have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after the Initial

Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with

the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction)

in favor of our initial Business Combination.

For purposes of seeking approval of an Ordinary Resolution, non-votes will have no effect

on the approval of our initial Business Combination once a quorum is obtained.

As a result, in addition to our Sponsor’s Founder

Shares, we would need 9,005,001, or approximately 39.2%, of the 23,000,000 Public Shares to be voted in favor of an initial Business Combination

in order to have our initial Business Combination approved, assuming all outstanding Ordinary Shares are voted and the parties to the

Letter Agreement do not acquire any Class A Ordinary Shares.

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

Ordinary Shares, representing a quorum under our Amended and Restated Charter vote their Ordinary Shares at a general meeting of the Company,

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

to approve an initial Business Combination.

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

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

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

only holders of our Class B Ordinary Shares (i) have the right to appoint and remove directors prior to or in connection with the completion

of our initial Business Combination and (ii) are entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands

(including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case,

as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

These quorum and voting

thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate our initial

Business Combination.

Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or vote against

the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a Public

Shareholder on the record date for the general meeting held to approve the proposed transaction.

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

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

issuer tender offers, and

tender offer documents with the SEC prior to completing our initial Business Combination

which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange

Ordinary Shares, representing a quorum under our Amended and Restated Articles vote their Ordinary Shares at a general meeting of our

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

in order to approve an initial Business Combination.

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

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

In addition, prior to the

closing of our initial Business Combination, only holders of our Class B Ordinary Shares (i) have the right to appoint and remove directors

prior to or in connection with the completion of our initial Business Combination and (ii) are entitled to vote on continuing our Company

in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt

new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the

Cayman Islands).

These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more

likely that we will consummate our initial Business Combination.

Each Public Shareholder may elect to redeem their Public Shares irrespective

of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting on the proposed

transaction, or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction.

If a shareholder vote is not

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

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

tender offer documents with the SEC prior to completing our initial Business Combination that contain substantially the same financial

and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

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

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

the expiration of the tender offer period.

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

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

If Public Shareholders tender more shares than we have offered to purchase,

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

the public announcement of our initial Business Combination, if we elect to conduct redemption pursuant to the tender offer rules, we

or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A Ordinary Shares in the open

market, in order to comply with Rule 14e-5 under the Exchange Act.

We intend to require our Public Shareholders seeking to exercise their

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

either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the DWAC

System, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials,

this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial Business Combination.

if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public

Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the

name of the beneficial owner of such Public Shares is included.

The proxy materials or tender offer documents, as applicable, that we

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

Shareholders to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently process any redemptions

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

in additional administrative cost.

If the proposed initial Business Combination is not approved and we continue to search for a target

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

Our proposed initial Business Combination may impose a minimum cash

requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate

purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash consideration we would be required

to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to

the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial

Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness

in connection with our initial Business Combination.

on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our initial Business Combination

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

and Restated Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom

such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted

from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering (the “Excess

Shares”) without our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares,

and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination

as a means to force us or our Management to purchase their Public Shares at a significant premium to the then-current market price or

on other undesirable terms.

Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Publics Sares sold

in the Initial Public Offering could threaten to exercise its redemption rights if such Public Shareholder’s Public Shares are not

purchased by us, our Sponsor or our Management at a premium to the then-current market price or on other undesirable terms.

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

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

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

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

However, we would not be restricting our Public Shareholders’

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

Share Certificates in Connection with the Exercise of Redemption Rights

As described above, we intend to require our Public Shareholders seeking

to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street name,” to, at

the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent

electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

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

Business Combination.

In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder

seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior

to the scheduled vote in which the name of the beneficial owner of such Public Shares is included.

The proxy materials or tender offer

documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will

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

Accordingly, a Public Shareholder would have

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

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

if it wishes to seek to exercise its redemption rights.

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

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

Given the relatively short exercise

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

There is a nominal cost associated with the above-referenced process

and the act of certificating the Public Shares or delivering them through the DWAC System.

The transfer agent will typically charge the

broker submitting or tendering Public Shares a fee of approximately $100 and it would be up to the broker whether or not to pass this

cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require Public Shareholders seeking

to exercise redemption rights to submit or tender their Public shares.

The need to deliver Public Shares is a requirement of exercising

redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such Public Shares, once made, may be withdrawn

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

Furthermore, if a holder of a Public

Share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date

not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

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

promptly after the completion of our initial Business Combination.

If our initial Business Combination is not approved or completed for

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

Shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any certificates delivered by Public

Shareholders who elected to redeem their Public Shares.

If our initial proposed Business Combination is not completed, we may

continue to try to complete a Business Combination with a different target until the end of the Combination Period.

of Public Shares and Liquidation if No Initial Business Combination

Our Amended and Restated Charter provide that we have only the duration

of the Combination Period to complete our initial Business Combination.

If we have not completed our initial Business Combination within

such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but

not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share

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

in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by

the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders

(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve,

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

There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail

to complete our initial Business Combination within the Combination Period.

Our Sponsor, officers and directors have entered into the Letter Agreement

with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder

Shares held by them if we fail to complete our initial Business Combination within the Combination Period;

although, they are entitled

to liquidating distributions from assets outside the Trust Account.

However, if our Sponsor or Management Team acquire Public Shares after

the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares

if we fail to complete our initial Business Combination within the allotted Combination Period.

Our Sponsor, officers and directors have agreed, pursuant to the Letter

Agreement, that they will not propose any amendment to our Amended and Restated Charter (i) to modify the substance or timing of our obligation

to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our

initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’

rights or pre-initial Business Combination activity, in each case unless we provide our Public Shareholders with the opportunity to redeem

their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of

then outstanding Public Shares.

We expect that all costs and expenses associated with implementing

our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $798,454

of proceeds held outside the Trust Account, although we cannot assure our shareholders that there will be sufficient funds for such purpose.

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

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

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

costs and expenses.

In the event we conduct redemptions

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

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

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

are permitted to redeem.

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

offer and not complete the initial Business Combination.

Upon the public announcement

of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we, or our Sponsor, will terminate

any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in order to comply with Rule 14e-5

under the Exchange Act.

We intend to require our Public

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in “street

name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their Public Shares

to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents,

as applicable.

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

approve the initial Business Combination.

In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require

a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two

business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included.

The proxy materials

or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection with our initial Business Combination

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

We believe that this will allow our

transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders,

which could delay redemptions and result in additional administrative cost.

If the proposed initial Business Combination is not approved

and we continue to search for a target company, we will promptly return any certificates or Public Shares delivered by Public Shareholders

who elected to redeem their Public Shares.

Our proposed initial Business

Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash

consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to

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

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

will be returned to the holders thereof.

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

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

agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum

cash requirements.

Limitation on Redemptions Upon Completion

of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval

of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to

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

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

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

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

We believe this restriction will

discourage Public Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such holders to use their ability

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

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

Absent this provision, a Public

Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering could threaten to exercise

its redemption rights if such Public Shares are not purchased by us, our Sponsor or our Management at a premium to the then-current market

price or on other undesirable terms.

By limiting our Public Shareholders’ ability to redeem no more than 15% of the Public Shares

sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of Public Shareholders

to unreasonably attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business

Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we will not restrict

our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business

Delivering Share Certificates in Connection

with the Exercise of Redemption Rights

As described above, we intend

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

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

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

tender offer documents, as applicable.

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

vote on the proposal to approve the initial Business Combination.

In addition, if we conduct redemptions in connection with a shareholder

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

to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is

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

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

Accordingly, a Public Shareholder would have up to two business days prior to the scheduled vote on the initial Business Combination if

we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as

applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights.

In the event that a Public Shareholder

fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares

may not be redeemed.

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

their Public Shares.

There is a nominal cost associated

with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC System.

agent will typically charge the broker submitting or tendering Public Shares a fee of approximately $100.00 and it would be up to the

broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we

require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares.

The need to deliver Public

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

Any request to redeem such

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

Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption rights and subsequently decides

prior to the applicable date not to elect to exercise such rights, such Public Shareholder may simply request that the transfer agent

return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to our Public Shareholders electing

to redeem their Public Shares will be distributed promptly after the completion of our initial Business Combination.

If our initial Business Combination

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

entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account.

In such case, we will promptly return any

certificates delivered by Public Shareholders who elected to redeem their Public Shares.

Redemption of Public Shares and Liquidation

if No Initial Business Combination

Our Amended and Restated Articles

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

If we have not completed

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

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

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

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

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

rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,

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

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our Private Placement Units or

Warrants, which will expire worthless if we fail to complete our initial Business Combination within the Combination Period.

Our Sponsor, officers and

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

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

the Combination Period;

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

However, if our

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

from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination

Our Sponsor, officers and

directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Articles

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

redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period, or (ii) any other

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

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

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

Account (less taxes payable, if any), divided by the number of then outstanding Public Shares.

We expect that all costs and

expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining

out of the approximately $48,469 of proceeds held outside the Trust Account (as of December 31, 2025), although we cannot assure our Public

Shareholders that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to cover the costs and expenses

associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required

to pay income taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional

amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of

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

We cannot assure our shareholders that the actual per-share

redemption amount received by shareholders will not be substantially less than the Redemption Price.

While we intend to pay such amounts,

if any, we cannot assure our shareholders that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we seek to have all vendors, service providers, prospective

target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim

of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they

will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust

Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as

claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets,

including the funds held in the Trust Account.

If any third party refuses to execute an agreement waiving such claims to the monies held

in the Trust Account, our Management will consider whether competitive alternatives are reasonably available to us and will only enter

into an agreement with such third party if Management believes that such third party’s engagement would be in the best interests

of the Company under the circumstances.

Examples of possible instances where we may engage a third party that refuses to execute a waiver

include the engagement of a third-party consultant whose particular expertise or skills are believed by Management to be significantly

superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider

willing to execute a waiver.

Withum, our independent registered public accounting firm, and the underwriters of the Initial Public Offering

We cannot assure our Public Shareholders that the actual

per-share redemption amount received by Public Shareholders will not be substantially less than the Redemption Price.

While we intend

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

Although we seek to have all

vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving

any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders,

there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from

bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or

other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with

respect to a claim against our assets, including the funds held in the Trust Account.

If any third party refuses to execute an agreement

waiving such claims to the monies held in the Trust Account, our Management will consider whether competitive alternatives are reasonably

available to us and will only enter into an agreement with such third party if Management believes that such third party’s engagement

would be in our best interests under the circumstances.

Examples of possible instances where we may engage a third party that refuses

to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Management

to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable

to find a service provider willing to execute a waiver.

Withum, our independent registered public accounting firm, and the Underwriters

did not execute agreements with us waiving such claims to the monies held in the Trust Account.

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or agreements with us and will not seek recourse against the Trust Account for any reason.

In order to protect the amounts held in the Trust Account, our Sponsor

has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us

(except for our independent registered public accounting firm), or a prospective target business with which we have entered into a written

letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust

Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of

the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the Trust Account assets,

less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed

a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to

any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under

the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently

verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets

are securities of our Company.

Therefore, we cannot assure our shareholders that our Sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination

and redemptions could be reduced to less than $10.05 per Public Share.

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

Combination, and our Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public

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

and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below

the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the

liquidation of the Trust Account if less than $10.05 per share due to reductions in the value of the Trust Account assets, in each case

less taxes payable, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification

obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor

to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf

against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their

business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent

directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not

Accordingly, we cannot assure our Public Shareholders that due to claims of creditors the actual value of the per-share redemption

price will not be less than the Redemption Price.

To protect the amounts held

in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services

rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with

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

the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share

held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions

in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third

party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not

such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters against certain liabilities, including

liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have

we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s

only assets are securities of our Company.

Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy

those obligations.

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

Business Combination and redemptions could be reduced to less than $10.05 per Public Share.

In such event, we may not be able to complete

our initial Business Combination, and our Public Shareholders would receive such lesser amount per share in connection with any redemption

of their Public Shares.

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

claims by vendors and prospective target businesses.

In the event that the proceeds

in the Trust Account are reduced below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the

Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per share due to reductions in the value of the

Trust Account assets, in each case less (x) taxes payable, if any, and (y) up to $100,000 for dissolution expenses, and our Sponsor asserts

that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,

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

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification

obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any

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

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

Accordingly, we cannot assure our

Public Shareholders that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per

Public Share.

We seek to reduce the possibility

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

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

December 31, 2024, we had access to up to approximately $798,454 from the proceeds of the Initial Public Offering with which to pay any

such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than

approximately $100,000).

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

As of December 31, 2025, we had access

to up to approximately $244,261,293 from the proceeds of the Initial Public Offering held outside of the Trust Account with which to pay

any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more

than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities

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

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

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

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

To the extent any bankruptcy claims

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

If we file a bankruptcy or

insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in

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

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

To the extent any bankruptcy claims deplete the Trust

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

Additionally,

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any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either

a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator

or bankruptcy or other court could seek to recover some or all amounts received by our shareholders.

a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or

bankruptcy or other court could seek to recover some or all amounts received by our shareholders.

Furthermore, our Board of Directors

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

Our Public Shareholders are entitled to receive funds from the Trust

Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial Business Combination within the

Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated Charter (A) to modify the substance or

timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares

if we do not complete our initial Business Combination within the Combination Period or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for

cash upon the completion of our initial Business Combination, subject to applicable law and any limitations (including but not limited

to cash requirements) created by the terms of the proposed Business Combination.

In no other circumstances will a shareholder have any

right or interest of any kind to or in the Trust Account.

In the event we seek shareholder approval in connection with our initial Business

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

its shares to us for an applicable pro rata share of the Trust Account.

Such Public Shareholder must have also exercised its redemption

rights described above.

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

may be amended with a shareholder vote.

identifying, evaluating and selecting a target business for our initial Business Combination, we encounter competition from other entities

having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies

and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying

and effecting Business Combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical,

human and other resources than us.

Our Public Shareholders are

entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our

initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated

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

or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (y) any

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

their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable law and any limitations

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

In no other circumstances

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

In the event we seek shareholder approval

in connection with our initial Business Combination, a Public Shareholder’s voting in connection with the Business Combination alone

will not result in a Public Shareholder’s redeeming its Public Shares to us for an applicable pro rata share of the Trust Account.

Such Public Shareholder must have also exercised its redemption rights described above.

These provisions of our Amended and Restated Articles,

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

In identifying, evaluating

and selecting a target business for our initial Business Combination, we encounter competition from other entities having a business objective

similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking

strategic acquisitions.

Many of these entities are well established and have extensive experience identifying and effecting Business Combinations

directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical, human and other resources than

Our ability to acquire larger target businesses is limited by our available financial resources.

inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash

in connection with our Public Shareholders who exercise or are forced to exercise their redemption rights may reduce the resources available

to us for our initial Business Combination and our outstanding Warrants, and the future dilution they potentially represent, may not

be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully

negotiating an initial Business Combination.

This inherent limitation gives others

an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our Public Shareholders

who exercise or are forced to exercise their redemption rights may reduce the resources available to us for our initial Business Combination

and our issued and outstanding Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target

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

We currently have two officers:

Sandbrook and William M.

(Matt) Brown is dedicated full-time to the process of identifying, evaluating and negotiating with an acquisition target

for our initial Business Combination.

Reporting and Financial Information

have registered our Public Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including

the requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange

Act, our annual reports, including this Report, contain financial statements audited and reported on by Withum, our independent

registered public accountant.

will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials

or tender offer documents sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements

will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial

statements may be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit

the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide

such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination

within the prescribed time frame.

We cannot assure our shareholders that any particular target business identified by us as a potential

Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the

potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.

extent that these requirements cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool

of potential Business Combination candidates, we do not believe that this limitation will be material.

will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth

company, will we be required to have our internal control procedures audited.

A target business may not be in compliance with the provisions

of the Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

are a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman

Islands and, as such, are exempted from complying with certain provisions of the Companies Act.

As an exempted company, we have applied

for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions

Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman

Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,

that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will

be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part

of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or

other sums due under a debenture or other obligation of us.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive

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

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

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

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following September 9, 2029, (b)

in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,

which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June

30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally,

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

Smaller reporting companies may take

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

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary

Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual

revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held

by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

In addition, prior to the consummation of a Business Combination, only

holders of our Class B Ordinary Shares have the right to vote on the appointment or removal of directors and an amendment to continue

our existence in a jurisdiction outside of the Cayman Islands.

As a result, Nasdaq considers us to be a “controlled company”

within the meaning of Nasdaq corporate governance standards.

Under Nasdaq corporate governance standards, a company of which more than

50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company”

and may elect not to comply with certain corporate governance requirements.

We currently do not intend to rely on the “controlled

company” exemption, but may do so in the future.

Accordingly, if we choose to do so, our shareholders will not have the same protections

afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

(Matt) Brown is dedicated full-time to the process of identifying, evaluating and

negotiating with an acquisition target for our initial Business Combination.

Periodic Reporting and Financial Information

We have registered our Public

Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file

annual, quarterly and current reports with the SEC.

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

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

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

consummation of our initial Business Combination.

We will provide shareholders

with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents

sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared

in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required

to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool of potential target

businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for

us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed

We cannot assure our shareholders that any particular target business identified by us as a potential Business Combination

candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business

will be able to prepare its financial statements in accordance with the requirements outlined above.

To the extent that these requirements

cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential Business Combination

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

We are required to evaluate

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

Only in the event

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

required to have our internal control procedures audited.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley

Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with

the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

We are a Cayman Islands exempted

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted

from complying with certain provisions of the Companies Act.

As an exempted company, we have applied for and received a tax exemption

undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands,

for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to be levied

on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,

gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our Ordinary

Shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution

of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation

We are an “emerging

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

As such, we are eligible to take

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

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

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

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

golden parachute payments not previously approved.

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

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

In addition, Section 107 of

the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

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

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

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following September 9, 2029, (b) in which we have total annual

gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value

of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which

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

We are also a “smaller

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

Smaller reporting companies may take advantage of certain reduced

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

We will remain a smaller

reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates

equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded

$100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700

million as of the end of that year’s second fiscal quarter.

In addition, prior to the

consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on (i) the appointment or removal

of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands.

As a result, Nasdaq considers

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

Under Nasdaq corporate governance

standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another

company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

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

Accordingly, if we choose to do

so, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate

governance requirements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business