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Item 1A. Risk Factors

2026-03-24 compared with 2025-03-25 · 313 added, 159 removed, 11 unchanged (98% of the section changed)

2 unchanged sentences

the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:

are a blank check company and an early-stage company with no revenue or basis to evaluate our ability to select a suitable business target;

we may not be able to select an appropriate target business or businesses and complete our initial Business Combination within the Combination Period;

expectations around the performance of a prospective target business or businesses may not be realized;

may not be successful in retaining or recruiting required officers, key employees or directors following our initial Business Combination;

our officers and directors may have difficulty allocating their time between our Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial Business Combination;

we may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of Public Shareholders requesting redemption;

we may issue our Ordinary Shares to investors in connection with our initial Business Combination at a price that is less than the prevailing market price of our Ordinary Shares at that time;

our shareholders may not be given the opportunity to choose the initial Business Combination target or to vote on the initial Business Combination;

Trust Account funds may not be protected against third-party claims or bankruptcy;

an active market for our public securities may not continue and our shareholders may have limited liquidity and trading;

financial performance following a Business Combination with an entity may be negatively affected by their lack of an established

record of revenue, cash flows and experienced management;

may be more competition to find an attractive target for an initial Business Combination, which could increase the costs associated with

completing our initial Business Combination and may result in our inability to find a suitable target;

in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and

complete an initial Business Combination;

Risks Relating to our Search for, and Consummation of or Inability

to Consummate, a Business Combination

are a blank check company with no operating history and no revenues, and our shareholders have a limited basis on which to evaluate our

ability to achieve our business objective, completing an initial Business Combination;

may not be able to complete our initial Business Combination within the Combination Period, in which case we would liquidate and redeem

our Public Shares;

may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which

could delay or prevent us from achieving our desired results;

may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target

business, which could compel us to restructure or abandon a particular Business Combination;

may issue our Ordinary Shares to investors in connection with our initial Business Combination at a price that is less than the prevailing

market price of our Ordinary Shares at that time;

Public Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote,

holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though

a majority of our Public Shareholders do not support such a combination;

the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive

targets, or such attractive targets may not be interested in consummating a Business Combination with a SPAC due to a negative public

perception of mergers involving SPACs.

This could increase the cost of our initial Business Combination and could even result in our

inability to find a target or to consummate an initial Business Combination;

may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete

our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

engage one or more of the underwriters of the Initial Public Offering or one of their respective affiliates to provide additional services

to us after the Initial Public Offering, which may include acting as a financial advisor in connection with an initial Business Combination

or as placement agent in connection with a related financing transaction.

The underwriters of the Initial Public Offering are entitled

to receive the Deferred Fee that will be released from the Trust Account only upon completion of an initial Business Combination.

These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after

the Initial Public Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;

may engage one or more of the Underwriters or one of their respective affiliates to provide additional services to us after the Initial

Public Offering, which may include acting as mergers and acquisitions advisor in connection with an initial Business Combination or as

placement agent in connection with a related financing transaction.

The Underwriters are entitled to receive the Deferred Fee that will

be released from the Trust Account only upon completion of an initial Business Combination.

These financial incentives may cause the

Underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering,

including, for example, in connection with the sourcing and consummation of an initial Business Combination;

may attempt to complete our initial Business Combination with a private company about which little information is available, which may

result in a Business Combination with a company that is not as profitable as we suspected, if at all;

since our Sponsor will lose its entire investment in us if our initial Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our Sponsor, officers and directors may profit substantially even under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination;

of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal

price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price;

could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate

and acquire or merge with another business.

If we have not completed our initial Business Combination within the Combination Period,

our Public Shareholders may receive only the Redemption Price, or less than such amount in certain circumstances, on the liquidation

could be wasted on researching Business Combinations targets that are not completed, which could materially adversely affect subsequent

attempts to locate and acquire or merge with another business.

If we have not completed our initial Business Combination within the Combination

Period, our Public Shareholders may receive only the Redemption Price, or less than such amount in certain circumstances, on the liquidation

of our Trust Account and our Warrants will expire worthless;

we may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S.

or foreign laws or regulations, including the Committee on Foreign Investment in the United States;

recent fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial Business Combination;

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

military or other conflicts in Ukraine, the Middle

East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial

fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an

initial Business Combination;

or other conflicts and other disruptions to the equity or debt capital markets, including as a result of inflation in the United States

and elsewhere, may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial

condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination;

if our initial Business

Combination involves a company organized under the laws of a state of the United States, it is possible the Excise Tax will be imposed

on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination;

cyber incidents or attacks

directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss;

changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations;

we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance

requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination;

to mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation.

As a result of such transfer, we could receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our Public Shareholders would receive upon any redemption or our liquidation.

We may seek to extend the Combination Period,

which could reduce the amount held in our Trust Account and have adverse effects on our Company.

If we are unable to consummate

our Initial Business Combination on or before September 9, 2026, we may seek shareholder approval to extend the Combination Period by

amending our Amended and Restated Charter.

In such event, our Public Shareholders will be provided the opportunity to have all or a portion

of their Public Shares redeemed.

Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect

our ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.

We anticipate that our securities will be

suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by September 5, 2027.

suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to

consummate an initial Business Combination.

Our IPO Registration Statement

was declared effective by the SEC on September 5, 2024 and our securities are currently listed on the Global Market tier of Nasdaq.

to our Amended and Restated Charter, we have until September 9, 2026 to consummate our initial Business Combination.

However, under the

Nasdaq Rules, if a SPAC does not meet the Nasdaq 36-Month Requirement, the SPAC will be subject to a suspension of trading and delisting

Under the Nasdaq Rules, a

SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement,

and Nasdaq will, at such point, commence delisting procedures.

Although a SPAC can request a hearing before the hearing panel of Nasdaq

(the “Hearing Panel”), the scope of the Hearing Panel’s review is limited.

If a SPAC completes a Business Combination

after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”)

and/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities

on Nasdaq pursuant to the normal application review process.

The Nasdaq Rules contain a list of deficiencies that would immediately result

in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.

Accordingly, were we to amend our

Amended and Restated Charter to extend the date by which we are permitted to consummate our initial Business Combination, we would still

need to consummate our initial Business Combination on or prior to September 5, 2027 in order to avoid a suspension of our securities

from trading on and delisting from Nasdaq.

If Nasdaq were to suspend our securities from trading and delist our securities, our securities

could potentially be quoted on an over-the-counter market.

Even if our securities are then quoted on an over-the-counter market, our Nasdaq

suspension and delisting could have significant material adverse consequences, including:

our securities appear to be less attractive to potential target companies than the securities

of an exchange listed SPAC;

availability of market quotations for our securities;

liquidity for our securities;

possibility that our Class A Ordinary Shares would be deemed “penny stock,” which

will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market

for our securities;

news and analyst coverage;

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

addition, if our securities are delisted from Nasdaq, trading in our securities, and offers and sales of our securities by us, may be

subject to state securities regulation and additional compliance costs.

The share price of the post-Business Combination company may be less

than the Redemption Price of our Public Shares.

Each Public Unit sold in our

Initial Public Offering at an offering price of $10.00 per Public Unit consisted of one Public Share and one-half of one Public Warrant.

Of the proceeds we received from the Initial Public Offering and the Private Placement, $231,150,000 was placed in our Trust Account.

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

of our initial Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination.

We expect that the pro rata redemption price in any redemption will be approximately $10.15 per Public Share as of December 31, 2024 (before

taxes payable, if any), representing a pro rata portion of our Trust Account without taking into account any interest or other income

earned on such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in

certain circumstances.

As a result, Public Shareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption

Price in connection with a redemption for each Public Share that they choose to redeem.

There can be no assurance

that, after our initial Business Combination, our Public Shareholders would be able to sell their shares in the post-Business Combination

company for the Redemption Price, or any higher price.

We have not, as yet, identified a target and are therefore unable to provide any

assurances as to its financial condition, business prospects or potential risks.

It is therefore possible that the share price of the

post-Business Combination company may decline below the Redemption Price.

In recent years, the share prices of many post-Business

Combination companies have fallen following a Business Combination.

As a result, if our Public Shareholders continue to hold shares in

the post-Business Combination company following our initial Business Combination, we cannot assure our shareholders that the trading price

of such shares will be greater than the Redemption Price.

in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply with any laws and regulations,

may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations;

agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval;

Certain of the agreements

related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without shareholder approval.

Such agreements include, among others, the (i) Underwriting Agreement, (ii) Letter Agreement, (iii) Registration Rights Agreement, (iii)

Private Placement Units Purchase Agreements and (iv) Administrative Services Agreement.

These agreements contain various provisions that

our Public Shareholders might deem to be material.

For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up

provisions with respect to the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions.

Amendments or waivers to such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent

of the underwriters of the Initial Public Offering.

Any such modification, such as an amendment to shorten lock-up restrictions, may benefit

our Sponsor, officers and/or directors.

Any such amendments would not require approval from our shareholders, may result in the completion

of our initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment

in our securities.

For example, although we would not amend lock-up provisions to permit securities held by our Sponsor to be freely sold

prior to our initial Business Combination, we may amend such provisions to permit them to be freely sold after the Business Combination

earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

Uncertainty in connection with certain

international economic and political relationships, including the imposition of tariffs on international trade, political disputes,

regulatory changes and other international matters could have a material adverse effect on our ability to identify potential targets

and to consummate our initial Business Combination, and could adversely affect the financial performance of any target, either

foreign or domestic.

international economic and political environment is dynamic and subject to change.

There is currently significant uncertainty about

the future economic and political relationships between the United States and a number of other countries.

These uncertainties include,

among other things, the potential imposition of protective tariffs on goods imported from other countries and reciprocal tariffs other

countries may impose on United States products, political disputes that may affect relationships between the United States and other countries

and the imposition of regulatory or other restrictions on trade and commerce.

Any such matters could potentially limit the number of potential

targets we may consider, and could also have a material adverse effect on the financial performance of such potential targets.

things, historical financial performance of companies affected by these international matters may not provide as accurate a barometer

of future performance as would pertain in a more stable economic environment.

in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search

for an initial Business Combination target or the performance or business prospects of a post-Business Combination company;

developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance

by financial institutions, could adversely affect our business, financial condition or results of operations, or our Business Combination

incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or

financial loss, as well as impact our ability to consummate an initial Business Combination;

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

and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination;

we seek shareholder approval of our initial Business Combination, our Sponsor and Management Team have agreed to vote in favor of such

initial Business Combination, regardless of how our Public Shareholders vote.

As such, under certain circumstances, we may not need any

Public Shares in addition to Founder Shares to be voted in favor of our initial Business Combination to approve an initial Business Combination;

Public Shareholders’ only opportunity to effect their investment decision regarding a potential Business Combination may be limited

to the exercise of their right to redeem their Public Shares from us for cash;

ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential

Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target;

ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares and the payment

of the Deferred Fee may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may materially

dilute Public Shareholders’ investment in us;

ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares could increase

the probability that our initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for liquidation

in order to redeem their Public Shares;

requirement that we complete our initial Business Combination within the Combination Period may give potential target businesses leverage

over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business

Combination targets, in particular as we approach the end of the Combination Period, which could undermine our ability to complete our

initial Business Combination on terms that would produce value for our shareholders;

may decide not to extend the Combination Period, in which case we would liquidate and redeem our Public Shares, and the Warrants would

be worthless;

we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors and their respective affiliates

may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Business Combination

and reduce the public “float” of our Public Shares or Public Warrants;

a Public Shareholder fails to receive notice of our offer to redeem their Public Shares in connection with our initial Business Combination,

or fails to comply with the procedures for submitting or tendering their Public Shares, such Public Shares may not be redeemed;

Public Shareholders will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419

of the Securities Act;

we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules,

and if a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, they

may lose the ability to redeem all such Public Shares in excess of 15% of our Class A Ordinary Shares;

of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete

our initial Business Combination.

If we are unable to complete our initial Business Combination, our Public Shareholders may receive

only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants

will expire worthless;

the net proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us

to operate for at least the duration of the Combination Period, it could limit the amount available to fund our search for a target business

or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or Management Team to fund

our search and to complete our initial Business Combination;

search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination,

may be materially adversely affected by current global geopolitical conditions;

we are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to

wait beyond September 9, 2026 before redemption from our Trust Account;

may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity

for our Public Shareholders to discuss company affairs with Management, and the holders of our Class A Ordinary Shares will not have

the right to vote on the appointment or removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands until

after the consummation of our initial Business Combination;

only holders of our Class B Ordinary Shares have the right to vote on the appointment of directors prior to the consummation of

the initial Business Combination, Nasdaq considers us to be a “controlled company” within the meaning of the Nasdaq Rules

and, as a result, we may qualify for exemptions from certain corporate governance requirements;

Sponsor controls the appointment of our Board of Directors until consummation of our initial Business Combination and holds a substantial

interest in us.

As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and may

exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders do not support;

we are limited to evaluating a target business in a particular industry sector, our shareholders may be unable to ascertain the merits

or risks of any particular target business’ operations for some time;

may seek Business Combination opportunities in industries or sectors that may be outside of our Management’s areas of expertise;

we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may

enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target

business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria

and guidelines;

are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders

valuation opinions, and consequently, our shareholders may have no assurance from an independent source that the price we are paying

for the business is fair to our shareholders from a financial point of view;

may issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive

plan after completion of our initial Business Combination.

We may also issue Class A Ordinary Shares upon the conversion of the Founder

Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions

contained therein.

Any such issuances would dilute the interest of our shareholders and likely present other risks.

some other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we issue

certain shares to consummate an initial Business Combination;

may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated

with our Sponsor, officers, directors or existing holders, which may raise potential conflicts of interest;

may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely

affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us;

may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement, which

will cause us to be solely dependent on a single business, and which may have a limited number of products or services.

diversification may negatively impact our operations and profitability;

do not have a specified maximum redemption threshold.

The absence of such a redemption threshold may make it possible for us to complete

our initial Business Combination when a substantial majority of our Public Shareholders do not agree;

provisions of our Amended and Restated Articles that relate to our pre-Business Combination activity (and corresponding provisions governing

the release of funds from our Trust Account) may be amended with a Special Resolution of our shareholders, which is a lower amendment

threshold than that of some other SPACs.

It may be easier for us, therefore, to amend the Amended and Restated Articles to facilitate

the completion of an initial Business Combination that some of our Public Shareholders may not support;

we must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete an

otherwise advantageous initial Business Combination with some prospective target businesses;

obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require

substantial financial and management resources, and increase the time and costs of completing an initial Business Combination;

Risks Relating to the Post-Business Combination

share price of the post-Business Combination company may be less than the Redemption Price of our Public Shares;

officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination.

The loss of a Business

Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business;

to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment

or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our

securities, which could cause our shareholders to lose some or all of their investment;

Management may not be able to maintain control of a target business after our initial Business Combination.

We cannot provide assurance

that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably

operate such business;

may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business

Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company;

initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Warrant holders.

of our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain;

Risks Relating to Acquiring or Operating a

Business in Foreign Countries

may not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory review

and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign

Investment in the United States, or may be ultimately prohibited;

our initial Business Combination involves a company organized under the laws of a state of the United States (or any subdivision

thereof), the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such

initial Business Combination;

we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional

risks that may adversely affect us;

may reincorporate in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on our shareholders

or Warrant holders.

may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination,

and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal

are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased

both our costs and the risk of non-compliance;

our Management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time

and resources becoming familiar with such laws, which could lead to various regulatory issues;

rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished;

our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue

will be derived from our operations in such country.

Accordingly, our results of operations and prospects will be subject, to a significant

extent, to the economic, political and legal policies, developments and conditions in the country in which we operate;

Risks Relating to our Management Team

officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how

much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial Business

in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to

negotiate and complete an initial Business Combination;

may not have sufficient funds to satisfy indemnification claims of our directors and officers;

performance by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they

have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in

are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business

Combination, could adversely affect our ability to operate;

ability to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of our

key personnel, some of whom may join us following our initial Business Combination.

The loss of key personnel could negatively impact

the operations and profitability of our post-combination business;

ownership interest of our Sponsor may change, and our Sponsor may divest its ownership interest in us before identifying a Business Combination,

which could deprive us of key personnel and advisors;

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination,

and a particular Business Combination may be conditioned on the retention or resignation of such key personnel.

These agreements may

provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts

of interest in determining whether a particular Business Combination is the most advantageous;

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

entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining

to which entity a particular business opportunity should be presented;

of our Management Team and Board of Directors have significant experience as founders, board members, officers, executives or employees

of other companies.

Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other

proceedings, including related to those companies or otherwise.

This may have an adverse effect on us, which may impede our ability to

consummate an initial Business Combination;

of our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations

unrelated to our business;

Risks Relating to our Securities and Shareholder

mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time

(based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company

Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust

Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination

or our liquidation.

As a result, following the liquidation of investments in the Trust Account, we will likely receive less interest

on the funds held in the Trust Account than we would have had the Trust Account remained as initially invested, such that our Public

Shareholders would receive less upon any redemption or liquidation of our Company than what they would have received had the investments

not been liquidated;

Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption

of their Public Shares;

third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption

amount received by Public Shareholders may be less than the Redemption Price;

directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in

the Trust Account available for distribution to our Public Shareholders;

securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest

income available for payment of taxes or reduce the value of the assets held in the Trust Account such that the per-share redemption

amount received by Public Shareholders may be less than the Redemption Price;

before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary

bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority

over the claims of our shareholders and the per-share amount that would otherwise be received by our Public Shareholders in connection

with our liquidation may be reduced;

after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary

bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency or other court

may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties

to us or our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages;

active market for our public securities may not continue, which would adversely affect the liquidity and price of our securities, and

our shareholders may have limited liquidity and trading;

our Sponsor, directors and officers and any other holder of our Founder Shares will lose their entire investment in us if our initial

Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public

Offering), and because our Sponsor, officers and directors and any other holder of our Founder Shares may profit substantially even under

circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may

arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination;

value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal

price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price;

may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities

and subject us to additional trading restrictions;

Public Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.

Therefore, to liquidate their investment, they may be forced to sell their Public Shares or Public Warrants, potentially at a loss.

Sponsor paid an aggregate of $25,000, or approximately $0.004 per Founder Share and, accordingly, our Public Shareholders experience

immediate and substantial dilution from the purchase of our Class A Ordinary Shares;

nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the Public

Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment

in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our Ordinary

Shares to materially decline;

we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and their

ability to protect their rights through the U.S.

Federal courts may be limited;

our initial Business Combination, it is possible that a majority of our directors and officers will live outside the United States

and all of our assets will be located outside the United States;

therefore, shareholders may not be able to enforce federal securities

laws or their other legal rights;

in our Amended and Restated Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay in the

future for our Class A Ordinary Shares and could entrench Management;

Amended and Restated Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between

us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against

us or our directors, officers or employees;

a redemption of Public Shares will be treated as a sale of such Class A Ordinary Shares for U.S.

federal income tax purposes

will depend on a shareholder’s specific facts;

may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders

of at least 50% of the then outstanding Public Warrants.

As a result, the exercise price of the Public Warrants could be increased,

the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a Public Warrant could

be decreased, all without shareholder approval;

Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York

as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which

could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company;

provision of the Warrant Agreement may make it more difficult for us to consummate an initial Business Combination;

Warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate

our initial Business Combination;

each Unit contains one-half of one Warrant and only a whole Warrant may be exercised, the Units may be worth less than units of other

holders will not be permitted to exercise their Warrants unless we register and qualify the underlying Class A Ordinary Shares

or certain exemptions are available;

may only be able to exercise Public Warrants on a “cashless basis” under certain circumstances, and if they do so, they will

receive fewer Class A Ordinary Shares from such exercise than if they were to exercise such Public Warrants for cash;

of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands;

grant of registration rights to our Sponsor, BTIG and other holders of our Private Placement Units (and their underlying securities)

may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect

the market price of our Class A Ordinary Shares;

may be a passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S.

shareholders;

are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of

certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make

our securities less attractive to investors and may make it more difficult to compare our performance with other public companies;

may seek to extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other

adverse effects on our Company.

For additional risks relating

to our operations, other than as set forth above, see the section titled “Risk Factors” contained in our IPO Registration

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination.

We may disclose

changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

to our operations, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2024 Annual

Report and (iii) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 as

filed with the SEC on May 12, 2025.

As of the date of this Report, there have been no material

changes with respect to those risk factors , other than as set forth below.

Any of these previously

disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition.

risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination.

We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

There is substantial doubt about our ability

to continue as a “going concern.”

In connection with our assessment

of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional

financing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to

liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from

the date the financial statements included elsewhere in this Report were issued.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors