What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-15 compared with 2023-11-14 · 246 added, 139 removed, 147 unchanged (72% of the section changed)

37 unchanged sentences

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

As indicated in the accompanying financial statements, as of September

As indicated in the accompanying financial statements, as of March

31, 2024, we had approximately $2,000 of cash and negative working capital of approximately $9,927,000.

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costs in the pursuit of our initial Business Combination and if we cannot complete a Business Combination by, as extended on January 14,

2023, April 14, 2023 (or, if up to nine additional monthly extensions thereafter are approved by the board of directors, the Termination

Date) we could be forced to wind up our operations and liquidate unless we receive an extension approval from our shareholders.

assure you that our plans to complete our initial Business Combination will be successful.

On January 11, 2023, we held an Extension Meeting to, in part, amend

our amended and restated memorandum and articles of association to extend the date by which we have to consummate a Business Combination.

In connection with that vote, the holders of 26,068,281 Class A ordinary shares of the Company properly exercised their right to redeem

their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $265,050,166.

2024, July 14, 2024 we could be forced to wind up our operations and liquidate unless we receive an extension approval from our shareholders.

We cannot assure you that our plans to complete our initial Business Combination will be successful.

Business Combination Agreement

On November 21, 2023, the Company, entered into the Business Combination

Agreement with First Merger Sub, Second Merger Sub, and Stardust Power.

The Business Combination Agreement provides for, among other things,

the following transactions to occur at or immediately prior to the closing of the transaction (the “Closing”), including the

Domestication (as defined below) and the Mergers (as defined below, and together with Domestication, the “Transactions”):

(i) the Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and

domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”);

(ii) following

the Domestication, First Merger Sub will merge with and into Stardust Power, with Stardust Power as the surviving company in the merger

(the “First Merger”);

and (iii) immediately following the First Merger, and as part of the same overall transaction as the

First Merger, Stardust Power will merge with and into Second Merger Sub (the “Second Merger” and, together with the First

Merger, the “Mergers”), with Second Merger Sub being the surviving company of the Second Merger, and as a result of which

the surviving company will become a wholly-owned subsidiary of the Company.

Upon the Closing, the Company will change its name to “Stardust

Power Inc.” and will continue trading on Nasdaq under the new symbols “SDST” and “SDSTW,” respectively,

following Closing.

At Closing, in connection with the Transactions, the Company and certain stockholders of Stardust Power will enter

into a Shareholder Agreement, a Registration Rights Agreement and a Lock-Up Agreement, each in form and in substance to be agreed, to

be effective upon the Closing.

The Company and Stardust Power expect to incur significant, non-recurring

costs in connection with consummating the Business Combination and operating as a public company following the business combination.

Power may also incur additional costs to retain key employees.

All expenses incurred in connection with the Business Combination Agreement

and the transactions contemplated thereby, including all legal, accounting, consulting, investment banking and other fees, expenses and

costs, will be for the account of the party incurring such fees, expenses and costs, provided that if the Closing occurs, the Company

will bear and pay at or promptly after Closing all of the Company and Stardust Power’s transaction expenses.

The aggregate transaction expenses as a result of the business combination

are expected to be approximately $10.0 million.

Such transaction expenses do not include the deferred underwriting commissions incurred

in connection with the Company’s initial public offering because UBS Securities LLC and RBC Capital Markets, LLC, the underwriters

for the Company’s initial public offering, have each agreed to waive the deferred underwriting commission aggregating approximately

$10,500,000 in connection with the closing of the business combination.

The per-share amount we will distribute to shareholders who properly

exercise their redemption rights will not be reduced by the transaction expenses and after such redemptions, the per-share value of shares

held by non-redeeming shareholders will reflect our obligation to pay the transaction expenses.

The Business Combination is expected to close

in the first half of 2024, prior to July 14, 2024, following the receipt of the required approval by the Company’s shareholders

and the fulfillment or waiver of other customary closing conditions.

The Business Combination Agreement and the Transactions contemplated

thereby to occur at or immediately prior to the Closing are discussed in further detail in Note 2 to the Company’s December 31,

2023 financial statements, which were approved by the boards of directors of each of the Company and Stardust Power, and are incorporated

by reference herein.

Recent Developments

Extension of Combination Period

On January 9, 2024, we held the 2024 Extension Meeting:

(i) to amend,

by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend the date by which

the Company has to consummate a business combination from January 14, 2024 to July 14, 2024 for a total of an additional six months after

January 14, 2024, unless the closing of a business combination shall have occurred prior thereto;

(ii) to eliminate, by way of special

resolution, from the Company’s amended and restated memorandum and articles of association the limitation that the Company may not

redeem Class A Ordinary Shares to the extent that such redemption would result in the Company having net tangible assets of less than

$5,000,001 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation;

and (iii) to provide, by way of special resolution, that Public Shares may be issued to the Sponsor by way of conversion of Class B Ordinary

Shares into Public Shares, despite the restriction on issuance of additional Public Shares.

The shareholders of the Company approved the

Proposals at the 2024 Extension Meeting and on January 11, 2024, the Company filed the 2024 Articles Amendment with the Registrar of Companies

of the Cayman Islands.

In connection with 2024 Extension Meeting, the holders of 2,137,134 Class A Ordinary Shares properly exercised

their right to redeem their shares for an aggregate price of approximately $11.05 per share, for an aggregate redemption amount of approximately

Following the redemptions, 1,794,585 Class A Ordinary Shares remain outstanding.

In connection with the 2024 Extension Meeting, the Sponsor entered

into the Non-Redemption Agreements with several unaffiliated third parties, pursuant to which such third parties agreed not

to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 Class A Ordinary Shares in connection with

the 2024 Extension Amendment Proposal.

In exchange for the foregoing commitments not to redeem such Class A Ordinary Shares, the

Sponsor agreed to transfer or cause to be issued for no consideration an aggregate of 127,777 shares of the Company and simultaneous forfeiture

of 127,777 shares of the Company in connection with the Company’s completion of its initial Business Combination.

On February 13, 2024, the Company and the Sponsor entered into an amendment

to the January 13, 2023 Note to (1) extend the maturity date of the January 13, 2023 Note to the earlier of (i) July 14, 2024, (ii) the

consummation of a business combination of the Company and (iii) the liquidation of the Company and (2) increase the principal sum of the

January 13, 2023 Note from $3,000,000 to $4,000,000.

On February 13, 2024, the Company and the Sponsor entered into an amendment

to the August 1, 2022 Note, as amended on January 13, 2023, to extend the maturity date of the August 1, 2022 Note to the earlier of (i)

July 14, 2024, (ii) the consummation of a business combination of the Company and (iii) the liquidation of the Company.

Nasdaq Delisting Notices

On January 16, 2024, we received a notice from the staff of the Listing

Qualifications Department of Nasdaq indicating that, unless we timely request a hearing before the Nasdaq Hearing Panel (the “Panel”),

our securities (shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market due to our non-compliance

with Nasdaq IM-5101-2, which requires that a SPAC must complete one or more business combinations within 36 months of the effectiveness

of its initial public offering registration statement.

Since our registration statement for its initial public offering became effective

on January 14, 2021, the Company was required by IM-5101-2 to complete its initial business combination by no later than January 14, 2024.

On January 23, 2024, the Company timely submitted a hearing request to appeal Nasdaq’s determination to the Nasdaq Hearings Panel

to request sufficient time to complete a business combination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series

(the “Hearing Request”).

The Hearing Request stayed the suspension of our securities and the termination of registration of

the securities with Nasdaq as required by the rules of the SEC pending the Panel’s decision and, therefore, Nasdaq’s notice

had no immediate effect on the listing of our securities on Nasdaq.

On January 29, 2024, we received a notice from the Nasdaq stating that

we failed to hold an annual meeting of shareholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq

Listing Rule 5620(a).

This matter served as an additional basis for delisting our securities from Nasdaq and the Panel considered this

additional matter in its decision regarding our continued listing on the Nasdaq Capital Market.

The Company presented its views with respect

to this additional deficiency to the Panel in writing on February 5, 2024.

The Nasdaq Hearing Panel’s hearing for the Company was held on

April 2, 2024.

The Nasdaq Hearing Panel granted the Company’s request for an extension until June 3, 2024, subject to possibly extension

until but no later than the New Termination Date.

Results of Operations

For the period from November 3, 2020 (date of inception) to September

For the period from November 3, 2020 (date of inception) to March 31,

2024, our activities consisted of formation and preparation for the Public Offering and, subsequent to completion of the public offering

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operating expenses until after the completion of the Public Offering in January 2021.

Our normal operating costs since January 14, 2021 include costs associated

with our search for an initial Business Combination (see below), costs associated with our governance and public reporting (see below),

and a charge of $25,000 per month from our Sponsor for administrative services.

Costs for such Sponsor provided administrative services

aggregate approximately $75,000 for each of the three months ended September 30, 2023 and 2022 and $225,000 for each of the nine months

ended September 30, 2023 and 2022.

Costs associated with our governance and public reporting have increased since the Public Offering

and were approximately $122,000 and $3,000, respectively, for the three and nine months ended September 30, 2023 and approximately $128,000

and $354,000 in the three and nine months ended September 30, 2022.

Professional costs associated with the January proxy and Extension

Meeting as well as work related to reviewing potential Business Combinations was approximately $100,000 and $1,083,000 in the three and

nine months ended September 2023.

During the nine months ended September 30, 2023, the Company negotiated

Our normal operating costs since January 14, 2021 include costs

associated with our search for an initial Business Combination (see below), costs associated with our governance and public

reporting (see below), and a charge of $25,000 per month from our Sponsor for administrative services.

Costs for such Sponsor

provided administrative services aggregate approximately $75,000 for each of the three months ended March 31, 2024 and 2023.

associated with our governance and public reporting have increased since the Public Offering and were approximately $159,000 and

$248,000, respectively, for the three months ended March 31, 2024 and 2023.

Professional costs for work associated with reviewing

potential Business Combinations as well as with the January 2024 and 2023 proxy and Extension Meetings was approximately $1,857,000

and $744,000, respectively, in the three months ended March 31, 2024 and 2023.

During the three months ended March 31, 2024, the Company negotiated

settlement and release agreements with various creditors in exchange for certain payments made and resulting in the reversal of accruals

totaling approximately $2,961,000 which is included as a credit to operating expenses in the accompanying Condensed Statements of Operations.

As we identify and evaluate initial Business Combination candidates,

our costs are expected to increase significantly in connection with investigating potential initial Business Combination candidates, as

well as additional professional, due diligence and consulting fees and travel costs that will be required and professional and other costs

associated with negotiating and executing a definitive agreement and related agreements and related required public reporting and governance

totaling approximately $2,961,000 which is included as a credit to operating expenses in the accompanying unaudited condensed consolidated

statements of operations.

As we evaluate initial Business Combination candidates, our costs are

expected to increase significantly in connection with investigating potential initial Business Combination candidates, as well as professional,

due diligence and consulting fees and travel costs that are required and professional and other costs associated with negotiating and

executing a definitive agreement and related agreements and related required public reporting and governance matters.

Other income (expense) includes both interest income and the change

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Interest income was approximately $273,000

and 1,798,000 respectively, for the three and nine months ended September 30, 2023 and approximately $1,466,000 and $1,946,000 respectively,

for the three and nine months ended September 30,2022.

The variation in interest income reflects market conditions occurring in connection

with the Covid-19 pandemic and its aftermath.

The Company is required to measure the fair value of the Public Warrants and Private Placement

Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating

results for each current period.

The change in fair value of warrants was an other income item of an aggregate of approximately $281,000

and $225,000, respectively in the three and nine months ended September 30, 2023 and approximately $1,868,000 and $11,986,000, respectively

in the three and months ended September 30, 2022.

There were no income tax expenses for the three months ended September

30, 2023 and 2022 because we are a Cayman Islands exempted company and are not subject to income tax in the United States or in the Cayman

We did not withdraw any interest from the Trust Account in the three months ended September 30, 2023 or 2022.

and 921,000 respectively, for the three months ended March 31, 2024 and 2023.

The variation in interest income reflects market conditions

as well as changing Trust Account balances due to redemptions.

The Company is required to measure the fair value of the Public Warrants

and Private Placement Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the

Company’s operating results for each current period.

The change in fair value of warrants was item of other expense of an aggregate

of approximately $641,000 and $1,890,000 (including the approximately $130,000 write-off of forfeited contingent warrants for shares redeemed),

respectively in the three months ended March 31, 2024 and 2023.

There were no income tax expenses for the three months ended March

31, 2024 or 2023 because we are a Cayman Islands exempted company and are not subject to income tax in the United States or in the Cayman

We did not withdraw any interest from the Trust Account in the three months ended March 31, 2024 or 2023.

Liquidity and Capital Resources

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the Trust Account were initially invested in cash.

At December 31, 2022 and 2021, the proceeds in the Trust Account are invested in a

money market fund that invests solely U.S.

government treasury bills.

The net proceeds from the Public Offering and private placement were

approximately $301,471,000, net of the non-deferred portion of the underwriting commissions of $6,000,000 and offering costs and other

expenses of approximately $904,000 (including approximately $554,000 of offering expenses and approximately $350,000 of insurance that

is accounted for as prepaid expense).

$300,000,000 of the proceeds of the Public Offering and the private placement have been deposited

in the Trust Account and are not available to us for operations (except certain amounts to pay taxes, if any).

At December 30, 2022 and

2021, we had approximately $3,000 and $101,000, respectively, of cash available outside of the Trust Account to fund our activities until

we consummate an initial Business Combination.

At March 31, 2024 and December 31, 2023, the proceeds in the Trust Account were invested

The net proceeds from the Public Offering and private placement

were approximately $301,471,000, net of the non-deferred portion of the underwriting commissions of $6,000,000 and offering costs

and other expenses of approximately $904,000 (including approximately $554,000 of offering expenses and approximately $350,000 of

insurance that is accounted for as prepaid expense).

$300,000,000 of the proceeds of the Public Offering and the private placement

have been deposited in the Trust Account and are not available to us for operations (except certain amounts to pay taxes, if any).

At March 31, 2024 and December 30, 2023, we had approximately $2,000 and $22,000, respectively, of cash available outside of the

Trust Account to fund our activities until we consummate an initial Business Combination.

On January 11, 2023, certain shareholders elected to redeem 26,068,281

Class A ordinary shares at $10.167 per share, approximately $265,050,000, from the Trust Account.

Class A Ordinary Shares at $10.167 per share, approximately $265,050,000, from the Trust Account following the 2023 Extension Meeting.

On January 9, 2024, in connection with the 2024 Extension Meeting,

holders of 2,137,134 Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately

$11.05 per share, for an aggregate redemption amount of approximately $23,615,331.

Following the redemptions, 1,794,585 Class A Ordinary

Shares remain outstanding.

Further, in connection with the 2024 Extension Meeting, the Company entered into Non-Redemption Agreements

with holders of 1,503,254 Class A Ordinary Shares in exchange for the transfer of 127,777 shares.

During the three months ended March 31, 2024, the Company’s liquidity

was also impacted by the forfeiture by two underwriters of the entire underwriters deferred commissions of $10,500,000.

Until the consummation of the Public Offering, the Company’s

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The Note was non-interest bearing and was paid in full on January 14, 2021 in connection with the closing of the Public Offering,

accordingly, no amounts are available or were outstanding under the Note at September 30, 2023 and 2022.

accordingly, no amounts are available or were outstanding under the Note at March 31, 2024 and December 31, 2023.

Mandatory Liquidation and Going Concern:

At September 30, 2023, the Company has approximately $1,000 in cash

and approximately $3,095,000 in negative working capital.

The Company has incurred significant costs and expects to continue to incur

additional costs in pursuit of its Business Combination.

Further, if the Company cannot complete a Business Combination within the Combination

Period, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders.

conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year

after the date that the financial statements are issued.

In connection with its financial position and intention to complete a business

combination, the Company has secured financing from it Sponsor.

The Company’s plan to deal with these uncertainties is to use the

financing from the Sponsor to complete a Business Combination prior to deadline as extended from time to time.

There is no assurance that

the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 1, 2022, the Company issued the August 1, 2023 Note in the

principal amount of up to $2,000,000 to its Sponsor.

The August 1, 2023 Note was issued in connection with advances the Sponsor may make

to the Company for expenses reasonably related to its business and the consummation of the Business Combination.

The August 1, 2023 Note

bears no interest and was due and payable upon the earlier to occur of (i) January 14, 2023 and (ii) the consummation of an initial Business

On January 13, 2023, the Company and the Sponsor agreed to extend the date of maturity of the August 1, 2023 Note to the

earlier of (i) the Termination Date of January 14 2024, (ii) the consummation of a Business Combination of the Company and (iii) the liquidation

of the Company.

As of September 30, 2023 and December 31, 2022, the outstanding principal balance under the August 1, 2023 Note was approximately

$755,000 and $785,000.

On January 3, 2023, the Company issued a promissory note (the “January

3, 2023 Note”) in the principal amount of up to $250,000 to its Sponsor.

The January 3, 2023 Note was issued in connection with

At March 31, 2024, the Company has approximately $2,000 in cash and

approximately $9,927,000 in working capital deficit.

The Company has incurred significant costs and expects to continue to incur additional

costs in pursuit of its Business Combination.

Further, if the Company cannot complete an initial Business Combination by July 14, 2024,

it could be forced to wind up its operations and liquidate unless it receives an extension approval from its shareholders.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the

date that the unaudited condensed consolidated financial statements are issued.

In connection with its financial position and intention

to complete a Business Combination, the Company has secured financing from its Sponsor.

The Company’s plan to deal with these uncertainties

is to use the financing from the Sponsor to complete a Business Combination prior to the Termination Date.

There is no assurance for the

Company that, (1) the financing from the Sponsor will be adequate and (2) plans to consummate a Business Combination will be successful

by July 14, 2024.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

On August 1, 2022, the Company issued a promissory note in the principal

amount of up to $2,000,000 to its Sponsor (the “August 1, 2023 Note”).

The August 1, 2023 Note was issued in connection with

advances the Sponsor may make to the Company for expenses reasonably related to its business and the consummation of the Business Combination.

The January 3, 2023 Note bears no interest and is due and payable upon the Business Combination.

As of September 30, 2023, no amount has

been drawn down and there is no outstanding principal balance under the January 3, 2023 Note.

At the election of the Payee, $250,000 of

the unpaid principal amount of the January 3, 2023 Note may be converted into warrants of the Company (“Warrants”), at a price

of $1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company.

The Warrants shall be identical to the Private

Placement Warrants issued to the Sponsor at the time of the Company’s Public Offering.

On January 13, 2023, the Company issued a promissory note (the “January

13, 2023 Note” and together with the January 3, 2023 Note, the “Extension promissory notes – related party”) in

The August 1, 2023 Note bears no interest and was due and payable upon the earlier to occur of (i) January 14, 2023 and (ii) the consummation

of an initial Business Combination.

On January 13, 2023, the Company and the Sponsor agreed to extend the date of maturity of the August

1, 2023 Note to the earlier of (i) the Termination Date of January 14 2024, (ii) the consummation of a Business Combination of the Company

and (iii) the liquidation of the Company.

As of March 31, 2024 and December 31, 2023, the outstanding principal balance under the August

1, 2023 Note was approximately $755,000 and $755,000, respectively.

On January 3, 2023, the Company issued the January 3, 2023 Note in

the principal amount of up to $250,000 to its Sponsor.

The January 13, 2023 Note was issued in connection with advances the Sponsor

may make to the Company for contributions to the Trust Account in connection with the Extension and other expenses reasonably related

to its business and the consummation of the Business Combination.

The January 13, 2023 Note bears no interest and is due and payable upon

the Business Combination.

At the election of the Payee, all or a portion of the unpaid principal amount of the January 13, 2023 Note may

be converted into Warrants, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company.

Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Public Offering.

During the three and nine months ended September 30, 2023, the Company

made five and sixteen, respectively, drawdowns aggregating approximately $455,000 and $1,809,000, respectively, under the January 13,

2023 Note in order to pay extension payments and for working capital.

The Company records such notes at par value and believes that the

fair value of the conversion feature is not material based upon the trading price of the similarly termed Public Warrants.

30, 2023 and December 31, 2022, the outstanding principal balance under the note was approximately $1,809,000 and $0, respectively.

Subsequent to September 30, 2023, in October and November 2023, the

Company borrowed an aggregate $450,383.33 to fund the monthly extension payments for those months and the payment that was initially not

paid in September.

In addition, the Company borrowed an additional approximately $25,000 subsequent to September 30, 2023 to fund working

capital needs.

The January 3, 2023 Note was issued in connection with advances the Sponsor may

make to the Company for expenses reasonably related to its business and the consummation of the Business Combination.

The January 3, 2023

Note bears no interest and is due and payable upon the Business Combination.

As of March 31, 2024, no amount has been drawn down and there

is no outstanding principal balance under the January 3, 2023 Note.

At the election of the Payee, $250,000 of the unpaid principal amount

of the January 3, 2023 Note may be converted into warrants of the Company (“Warrants”), at a price of $1.50 per warrant, each

warrant exercisable for one Class A Ordinary Share of the Company.

The Warrants shall be identical to the Private Placement Warrants issued

to the Sponsor at the time of the Company’s Public Offering.

As of March 31, 2024 and December 31, 2023, the outstanding principal

balance under the January 3, 2023 Note was approximately $3,186,761 and $2,726,355, respectively.

On January 13, 2023, the Company issued the January 13, 2023 Note in

the principal amount of up to $4,000,000, as amended on February 13, 2024, to its Sponsor.

The January 13, 2023 Note was issued in connection

with advances the Sponsor may make to the Company for contributions to the Trust Account in connection with the 2023 Extension Amendment

Proposal and other expenses reasonably related to its business and the consummation of the Business Combination.

The January 13, 2023

Note bears no interest and is due and payable upon the Business Combination.

At the election of the Payee, up to $1,750,000 of the January

13, 2023 Note may be converted, at the option of the lender, into Warrants, at a price of $1.50 per warrant, each warrant exercisable

for one Class A Ordinary Share of the Company.

The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor

at the time of the Public Offering.

During the three months ended March 31, 2024 and 2023, the Company

made drawdowns aggregating approximately $461,000 and $604,000, respectively, under the January 13, 2023 Note for working capital and

in order to pay extension payments.

The Company records such notes at par value and believes that the fair value of the conversion feature

is not material based upon the trading price of the similarly termed Public Warrants.

At March 31, 2024 and December 31, 2023, the outstanding

principal balance under the January 13, 2023 Note was approximately $3,187,000 and $4,327,000, respectively.

Subsequent to March 31, 2024 the Company borrowed an aggregate $130,406

to fund its working capital needs.

We expect our principal liquidity requirements during this period to

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If we have not consummated

our initial Business Combination within the Combination Period because we do not have sufficient funds available to us, we will be forced

our initial Business Combination by the New Termination Date because we do not have sufficient funds available to us, we will be forced

to cease operations and liquidate the Trust Account.

The Company has, as extended on January 11, 2023, until April 14, 2023

(or, if up to nine additional monthly extensions thereafter are approved by the board of directors, the Termination Date) to complete

an initial Business Combination.

If the Company does not complete an initial Business Combination by the end of the Combination Period,

the Company will (i) cease all operations except for the purposes of winding up;

(ii) as promptly as reasonably possible, but not more

than ten business days thereafter, redeem the public Class A ordinary shares for a pro rata portion of the Trust Account, including interest

earned on funds held in the Trust Account and not previously released to pay income taxes, but less up to $100,000 of such interest to

pay dissolution expenses and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate the balance of

the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation.

shareholders have waived their redemption rights with respect to their Founder Shares;

however, if the initial shareholders or any of

the Company’s officers, directors or their affiliates acquire Class A ordinary shares in or after the Public Offering, they will

be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does

not complete an initial Business Combination within the required time period.

The Company has, as extended at the 2024 Extension Meeting, until July

14, 2024 to complete an initial business combination.

If the Company does not complete an initial business combination by the Termination

Date, the Company will:

(i) cease all operations except for the purposes of winding up;

(ii) as promptly as reasonably possible, but not

more than ten business days thereafter, redeem the public Class A Ordinary Shares for a pro rata portion of the Trust Account, including

interest earned on funds held in the Trust Account and not previously released to pay income taxes, but less up to $100,000 of such interest

to pay dissolution expenses;

and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate the balance

of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation.

initial shareholders have waived their redemption rights with respect to their founder shares;

however, if the initial shareholders or

any of the Company’s officers, directors or their affiliates acquire Class A Ordinary Shares in or after the initial Business Combination,

they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company

does not complete an initial Business Combination within the required time period.

In the event of such liquidation, it is possible that the per share

value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per unit

in the Public Offering.

in the initial public offering.

Off-balance sheet financing arrangements

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Contractual obligations

At September 30, 2022, we did not have any long-term debt, capital

lease obligations, operating lease obligations or long-term liabilities.

At March 31, 2024, we did not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities.

In connection with the Public Offering, we entered into an Administrative

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and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.

Provide qualitative and quantitative information necessary to understand the estimation uncertainty and the impact the critical accounting

estimate has had or is reasonably likely to have on financial condition or results of operations to the extent the information is material

and reasonably available.

This information should include why each critical accounting estimate is subject to uncertainty and, to the

extent the information is material and reasonably available, how much each estimate and/or assumption has changed over a relevant period,

and the sensitivity of the reported amount to the methods, assumptions and estimates underlying its calculation.

Critical accounting estimates provide qualitative and quantitative information necessary to understand the estimation uncertainty and

the impact the critical accounting estimate has had or is reasonably likely to have on financial condition or results of operations to

the extent the information is material and reasonably available.

This information should include why each critical accounting estimate

is subject to uncertainty and, to the extent the information is material and reasonably available, how much each estimate and/or assumption

has changed over a relevant period, and the sensitivity of the reported amount to the methods, assumptions and estimates underlying its

The preparation of financial statements and related disclosures in

conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

2 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis