What changed in this filing

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Item 1. Business

2025-03-21 compared with 2024-04-03 · 317 added, 877 removed, 37 unchanged (97% of the section changed)

In this Annual Report on Form 10-K (the “Form

10-K”), references to the “SPAC,” “Company” and to “we,” “us,” and “our”

refer to Spark I Acquisition Corporation.

We are a blank check company incorporated on July 12, 2021, as a Cayman

Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar

combination with one or more businesses or assets, which we refer to throughout this Annual Report on Form 10-K as our initial business

To date, our efforts have been limited to organizational activities and activities related to the search for a target business

for our initial business combination.

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

at the earliest until we consummate our initial business combination.

Since our initial public offering (“IPO”), we have completed

a detailed assessment of SparkLabs Group ecosystem companies, and have finalized initial targets to prioritize.

We are currently having

substantive discussions with multiple prioritized targets and are working to having non-binding letters of intent signed with all prioritized

targets, with the goal of executing a binding business combination agreement with a final target as efficiently as practicable.

On October 11, 2023, we consummated our IPO of 10,000,000 units (the “Units”).

Each Unit consists of one Class A ordinary share of the Company,

par value $0.0001 ( “Class A ordinary shares”), and one-half of one redeemable warrant (each whole warrant, a “Public

Warrant”), with each Public Warrant entitling the holder thereof to purchase one Class A

ordinary share at $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business

combination .

We granted Cantor Fitzgerald & Co., as representative of the underwriters

(“Cantor”) , a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments.

Subsequently,

On October 10, 2023, Cantor informed the Company that it will not be exercising the over-allotment option.

As a result, SLG SPAC Fund

LLC (the “Sponsor”) forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $0.0001 per share

(the “Class B ordinary shares”).

Such forfeited shares were cancelled by the Company prior to the consummation of the

Simultaneously with the closing of the IPO, we consummated

the private placement (the “Private Placement”) with the Sponsor, who purchased 8,490,535 warrants (the “Private Warrants”),

generating total proceeds of $8,490,535.

The terms of the Private Warrants are identical to the Public Warrants ,

except that, for so long as the Private Warrants are held by the Sponsor or their permitted transferees, the Private Warrants (i) may

not (including the Class A ordinary shares issuable upon exercise of the Private Warrants), subject to certain limited exceptions, be

transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, and (ii) are entitled

to registration rights.

In this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our” refer to Spark I Acquisition Corporation.

We are a blank check company incorporated on July 12, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar combination with one or more businesses or assets, which we refer to throughout this Annual Report on Form 10-K as our initial business combination.

To date, our efforts have been limited to organizational activities and activities related to the search for a target business for our initial business combination.

We have generated no revenues to date, and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination.

We announced in October 2024 that we had signed a non-binding letter-of-intent (“LOI”) for a business combination with Kneron Holding Corporation (“Kneron”), a leading provider of full stack edge artificial intelligence (“AI”) solutions based in San Diego, California, as well as a non-binding LOI for a business combination with a company in the hospitality software as a service/platform space.

While both of these LOIs have expired, we have moved to the next phase of actively negotiating the terms of a binding business combination agreement with Kneron.

On October 11, 2023, we consummated our initial public offering (“IPO”) of 10,000,000 units (the “Units”).

Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 ( “Class A ordinary shares”), and one-half of one redeemable warrant (each whole warrant, a “Public Warrant”), with each Public Warrant entitling the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination.

We granted Cantor Fitzgerald & Co., as representative of the underwriters (“Cantor”), a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments.

Subsequently, On October 10, 2023, Cantor informed the Company that it will not be exercising the over-allotment option.

As a result, SLG SPAC Fund LLC (the “Sponsor”) forfeited an aggregate of 448,052 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B ordinary shares”).

Such forfeited shares were cancelled by the Company prior to the consummation of the IPO.

Simultaneously with the closing of the IPO, we consummated the private placement (the “Private Placement”) with the Sponsor, who purchased 8,490,535 warrants (the “Private Warrants”), generating total proceeds of $8,490,535.

The terms of the Private Warrants are identical to the Public Warrants, except that, for so long as the Private Warrants are held by the Sponsor or their permitted transferees, the Private Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of the Private Warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, and (ii) are entitled to registration rights.

The Private Warrants will be worthless if the Company does not complete an initial business combination.

A total of $100,500,000 ($10.05 per Unit, which amount

includes $3,500,000 of the underwriters’ deferred discount) of the net proceeds from the sale of Units in the IPO and the Private

Placement on October 11, 2023 was placed in a trust account maintained for the benefit of the public shareholders at Continental Stock

Transfer & Trust Company, as a trustee.

Except with respect to interest earned on the funds held in the trust account that may be

released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account

will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination,

(ii) the redemption of the Class A ordinary shares included in the Units sold in the IPO if the Company is unable to complete its initial

business combination by July 11, 2025, subject to applicable law or (iii) the redemption of any of the public shares properly submitted

in connection with a shareholder vote to amend the Company’s amended and restated memorandum

and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection

with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination

by July 11, 2025 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

A total of $100,500,000 ($10.05 per Unit, which amount includes $3,500,000 of the underwriters’ deferred discount) of the net proceeds from the sale of Units in the IPO and the Private Placement on October 11, 2023 was placed in a trust account maintained for the benefit of the public shareholders at Continental Stock Transfer & Trust Company, as a trustee.

Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Class A ordinary shares included in the Units sold in the IPO if the Company is unable to complete its initial business combination by July 11, 2025, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination by July 11, 2025 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

Business Strategy

The Company was jointly founded by SparkLabs Group

Management, LLC and our management team.

SparkLabs Group Management oversees SparkLabs Group,

a premier global network of startup accelerators and venture capital funds that has invested in over 480 startups (primarily technology

focused) across 6 continents since 2013.

SparkLabs Group believes innovation is global and entrepreneurial knowledge, excitement and talent

continue to spread around the world.

SparkLabs Group is first and foremost an ecosystem builder that helps local startups grow and go

global, and it is passionate about helping entrepreneurs by leveraging the Group’s prior experience, knowledge, and extended leadership

and networks.

The Company was jointly founded by SparkLabs Group Management, LLC and our management team.

SparkLabs Group Management oversees SparkLabs Group, a premier global network of startup accelerators and venture capital funds that has invested in over 480 startups (primarily technology focused) across 6 continents since 2013.

SparkLabs Group believes innovation is global and entrepreneurial knowledge, excitement and talent continue to spread around the world.

SparkLabs Group is first and foremost an ecosystem builder that helps local startups grow and go global, and it is passionate about helping entrepreneurs by leveraging the Group’s prior experience, knowledge, and extended leadership and networks.

SparkLabs Group has built the leading accelerator network in Asia and continues to expand globally.

SparkLabs Group also runs the world’s three

largest annual demodays (held in Korea, Taiwan, and Australia) — events that bring together company founders, investors,

industry leaders, ecosystem partners, and media from across the globe to feature game-changing startups, new technologies and innovations,

and discussions on the latest issues and trends from global leaders in technology, media and telecommunications.

The SparkLabs accelerator

model and demodays were highlighted in the Netflix series Start-Up.

We, with SparkLabs Group and our management team,

are uniquely positioned to take advantage of the growing set of acquisition opportunities focused on the SparkLabs Group ecosystem of

companies, including both portfolio companies and a wider set of companies that are linked to overall SparkLabs Group networks and initiatives.

SparkLabs Group has actively helped to nurture and grow these ecosystem companies throughout their lifecycle — supporting

them through fund raising from initial seed investments to late-stage funding, and through involvement in helping them build business

networks and capabilities.

We believe that many of these ecosystem companies have matured to the stage where they are looking for a path

to a public listing, and we believe that the SPAC structure is ideally suited to help bring these companies to market.

We are also ideally

suited to targeting and acquiring SparkLabs Group ecosystem companies via a de-SPAC transaction given our leadership role in building

the ecosystem and based on the relationships and trust that we have built with these companies, and the value we have helped these companies

create over time.

We will utilize our existing investment opportunity identification, evaluation, structuring and execution experience

to identify, evaluate, and execute a business combination.

After the initial business combination, we will also continue to support the

merged company and help it become successful in the public markets.

SparkLabs Group also runs the world’s three largest annual demodays (held in Korea, Taiwan, and Australia) — events that bring together company founders, investors, industry leaders, ecosystem partners, and media from across the globe to feature game-changing startups, new technologies and innovations, and discussions on the latest issues and trends from global leaders in technology, media and telecommunications.

The SparkLabs accelerator model and demodays were highlighted in the Netflix series Start-Up.

We, with SparkLabs Group and our management team, are uniquely positioned to take advantage of the growing set of acquisition opportunities focused on the SparkLabs Group ecosystem of companies, including both portfolio companies and a wider set of companies that are linked to overall SparkLabs Group networks and initiatives.

SparkLabs Group has actively helped to nurture and grow these ecosystem companies throughout their lifecycle — supporting them through fund raising from initial seed investments to late-stage funding, and through involvement in helping them build business networks and capabilities.

We believe that many of these ecosystem companies have matured to the stage where they are looking for a path to a public listing, and we believe that the special purpose acquisition company (“SPAC”) structure is ideally suited to help bring these companies to market.

We are also ideally suited to targeting and acquiring SparkLabs Group ecosystem companies via a de-SPAC transaction given our leadership role in building the ecosystem and based on the relationships and trust that we have built with these companies, and the value we have helped these companies create over time.

We will utilize our existing investment opportunity identification, evaluation, structuring and execution experience to identify, evaluate, and execute a business combination.

After the initial business combination, we will also continue to support the merged company and help it become successful in the public markets.

Market Opportunity

Given that our portfolio represents a wide range of investments in over

450 companies, we may pursue an initial business combination opportunity in any business, industry, sector or geographical location.

Given that our portfolio represents a wide range of investments in over 450 companies, we may pursue an initial business combination opportunity in any business, industry, sector or geographical location.

However, we will likely focus our search on targets that are late-stage technology startups in Asia, or a U.S.

technology company with

a strong Asia presence or strategy, with enterprise value greater than $1 billion.

We will not undertake our initial business combination

with any entity with its principal business operations in China (including Hong Kong and Macau).

We are especially interested in

companies that have seen recent positive inflection points in their performance due to the adoption of disruptive strategies and business

models driven by the changes in the global economy over the last few years during the pandemic.

We believe these impacts are driven

by permanent changes in consumer behavior towards online, virtual and sharing economies.

We believe these changes have been wide reaching

in nature and successful companies are present in every horizontal and vertical sector, including direct B2C companies in many consumer

product categories (gaming, entertainment, fashion, consumables, finance, transportation, medical, payments, crypto-currency, blockchain,

and many more), and the vast range of B2B companies supporting these B2C companies, including but not limited to hardware, software, middleware,

infrastructure, and cloud companies.

technology company with a strong Asia presence or strategy, with enterprise value greater than $1 billion.

We will not undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

We are especially interested in companies that have seen recent positive inflection points in their performance due to the adoption of disruptive strategies and business models driven by the changes in the global economy over the last few years during the pandemic.

We believe these impacts are driven by permanent changes in consumer behavior towards online, virtual and sharing economies.

We believe these changes have been wide reaching in nature and successful companies are present in every horizontal and vertical sector, including direct B2C companies in many consumer product categories (gaming, entertainment, fashion, consumables, finance, transportation, medical, payments, crypto-currency, blockchain, and many more), and the vast range of B2B companies supporting these B2C companies, including but not limited to hardware, software, middleware, infrastructure, and cloud companies.

Sourcing of Acquisition Targets

In addition to the market opportunity focus articulated above, members

of SparkLabs Group network, and of our management and investment advisor teams have significant capital markets, investment firm, entrepreneurship,

executive management and public company experience, and accordingly have developed a deep network of contacts and relationships that will

provide us with an important additional source of acquisition opportunities.

In addition, we anticipate that opportunities will be brought

to our attention by various unaffiliated sources, including investment banks, private equity groups, consultants, accounting firms and

other investment market participants.

We are not prohibited from pursuing an initial business combination with

a business that is affiliated with our Sponsor, officers or directors.

In the event we seek to complete our initial business combination

with a business that is affiliated with our Sponsor, officers or directors, we, or a committee of independent and disinterested directors,

will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”)

or from an independent valuation, appraisal or accounting firm, that our initial business combination is fair to our company from a financial

point of view.

Members of our management team and board of directors own founder shares

and/or Private Warrants, 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.

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.

Since our IPO, we have completed a detailed assessment of SparkLabs

Group ecosystem companies, and have finalized initial targets to prioritize.

We are currently having substantive discussions with multiple

prioritized targets and are working to having non-binding letters of intent signed with all prioritized targets, with the goal of executing

a binding business combination agreement with a final target as efficiently as practicable.

Some of our officers and directors presently have, and any of them in the

future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will

be required to present a business combination opportunity to such entity.

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 entity.

We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of

one of those other entities, such opportunity would be presented to such other entity and not to us.

Our amended and restated memorandum

and articles of association provide that we renounce, to the maximum extent permitted by law, our interest in any corporate opportunity

offered to any director or officer, or about which any of our officers or directors acquires knowledge, unless such opportunity is expressly

offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally

and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

In addition, our amended and restated memorandum

and articles of association contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect

of any liability, obligation or duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity

or failing to present such business opportunity.

Certain of our officers and directors have fiduciary and contractual duties

to SparkLabs Group Management and its affiliates and to certain companies in which SparkLabs Group Management has invested.

do not expect these duties to present a significant conflict of interest with our search for an initial business combination.

this conflict of interest will be naturally mitigated, to a material extent, by the differing nature of the investment targets SparkLabs

Group Management typically considers most attractive for the investment vehicles it manages and the types of acquisitions we expect to

find most attractive.

SparkLabs Group Management’s traditional start-up incubation activities typically involve investing in early-stage

private companies, and it typically invests in those entities several years prior to an initial public offering, not at the time

of such offering.

As a result, we may become aware of a potential transaction that is not a fit for the traditional start-up incubation

activities of SparkLabs Group Management but that is an attractive opportunity for us.

In addition to the market opportunity focus articulated above, members of SparkLabs Group network, and of our management and investment advisor teams have significant capital markets, investment firm, entrepreneurship, executive management and public company experience, and accordingly have developed a deep network of contacts and relationships that will provide us with an important additional source of acquisition opportunities.

In addition, we anticipate that opportunities will be brought to our attention by various unaffiliated sources, including investment banks, private equity groups, consultants, accounting firms and other investment market participants.

We are not prohibited from pursuing an initial business combination with a business that is affiliated with our Sponsor, officers or directors.

In the event we seek to complete our initial business combination with a business that is affiliated with our Sponsor, officers

or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) or from an independent valuation, appraisal or accounting firm, that our initial business combination is fair to our company from a financial point of view.

Members of our management team and board of directors own founder shares and/or Private Warrants, 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.

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.

Since our IPO, we have completed a detailed assessment of SparkLabs Group ecosystem companies, and have finalized initial targets to prioritize.

Following substantive discussions with multiple prioritized targets, in October 2024, we announced that we had signed a non-binding LOI for a business combination with Kneron, a leading provider of full stack edge AI solutions based in San Diego, California, as well as a non-binding LOI for a business combination with a company in the hospitality software as a service/platform space.

While both of these LOIs have expired, we have moved to the next phase of actively negotiating the terms of a binding business combination agreement with Kneron.

Some of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity.

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 entity.

We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us.

Our amended and restated memorandum and articles of association provide that we renounce, to the maximum extent permitted by law, our interest in any corporate opportunity offered to any director or officer, or about which any of our officers or directors acquires knowledge, unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

In addition, our amended and restated memorandum and articles of association contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to our company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.

Certain of our officers and directors have fiduciary and contractual duties to SparkLabs Group Management and its affiliates and to certain companies in which SparkLabs Group Management has invested.

However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination.

We believe this conflict of interest will be naturally mitigated, to a material extent, by the differing nature of the investment targets SparkLabs Group Management typically considers most attractive for the investment vehicles it manages and the types of acquisitions we expect to find most attractive.

SparkLabs Group Management’s traditional start-up incubation activities typically involve investing in early-stage private companies, and it typically invests in those entities several years prior to an initial public offering, not at the time of such offering.

As a result, we may become aware of a potential transaction that is not a fit for the traditional start-up incubation activities of SparkLabs Group Management but that is an attractive opportunity for us.

Evaluation and Business Combination Criteria

In evaluating a prospective target business, we will conduct a thorough

due diligence review which may encompass, among other things, meetings with management and employees, document reviews, inspection of

facilities, as well as a review of financial, operational, legal and other information which will be made available to us.

Consistent with our strategy, we have categorized our entire portfolio

and extended ecosystem companies based on various criteria to identify the candidates we think are the most public company ready and we

will seek a business combination with a company that will benefit from being publicly traded and having access to the public capital markets.

In evaluating a prospective target business, we will conduct a thorough due diligence review which may encompass, among other things, meetings with management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.

Consistent with our strategy, we have categorized our entire portfolio and extended ecosystem companies based on various criteria to identify the candidates we think are the most public company ready and we will seek a business combination with a company that will benefit from being publicly traded and having access to the public capital markets.

We believe the acquired company should have the following attributes:

● Compelling Business Model and Competitive Advantage.

will prioritize companies that have business models and strategies aligned to the changes in the global economy over the last few years.

We believe these impacts are driven by permanent changes in consumer behavior towards online, virtual and sharing economies (including

changes being driven by the ongoing development and adaptation of generative AI and the metaverse).

These changes have been wide reaching

in nature and successful companies are present in every horizontal and vertical sector — including direct B2C companies

in many consumer product categories, and the vast range of B2B companies supporting these B2C companies (including hardware, software,

middleware, infrastructure, cloud, payments, etc).

We would especially focus on companies we believe have built strong competitive positions

based on a disruptive approach to customers, products and operations.

● Established Companies with Proven Track Records at Inflection

We will typically focus on companies with a history of strong operating and financial results that already

generate, or have the potential to generate, consistent and predictable cash flow.

We will focus in particular on companies where we

can help facilitate growth by bringing to bear additional ecosystem partnerships, management expertise, new product or service innovations

and, where appropriate, add-on acquisitions.

We will prioritize companies that have business models and strategies aligned to the changes in the global economy over the last few years.

We believe these impacts are driven by permanent changes in consumer behavior towards online, virtual and sharing economies (including changes being driven by the ongoing development and adaptation of generative AI and the metaverse).

These changes have been wide reaching in nature and successful companies are present in every horizontal and vertical sector — including direct B2C companies in many consumer product categories, and the vast range of B2B companies supporting these B2C companies (including hardware, software, middleware, infrastructure, cloud, payments, etc.).

We would especially focus on companies we believe have built strong competitive positions based on a disruptive approach to customers, products and operations.

● Established Companies with Proven Track Records at Inflection Points.

We will typically focus on companies with a history of strong operating and financial results that already generate, or have the potential to generate, consistent and predictable cash flow.

We will focus in particular on companies where we can help facilitate growth by bringing to bear additional ecosystem partnerships, management expertise, new product or service innovations and, where appropriate, add-on acquisitions.

● Significant Potential for Revenue and Earnings Growth.

will seek to acquire a business that has the potential for significant revenue and earnings growth through a combination of organic growth

initiatives, synergistic add-on acquisitions, new product markets and geographies, increased production capacity and increased operating

We will seek to acquire a business that has the potential for significant revenue and earnings growth through a combination of organic growth initiatives, synergistic add-on acquisitions, new product markets and geographies, increased production capacity and increased operating leverage.

● Unrecognized Value.

We will look for companies that we believe have not been properly valued

by the marketplace and will leverage our ecosystem relationships, operational expertise, disciplined investment approach and

experience in complex situations to identify and unlock misunderstood value.

We will look for companies that we believe have not been properly valued by the marketplace and will leverage our ecosystem relationships, operational expertise, disciplined investment approach and experience in complex situations to identify and unlock misunderstood value.

● An Experienced Management Team.

intend to acquire a company that has a complete, experienced management team or where we have the ability to supplement the existing

management team with additional operating, financial and capital markets resources and capabilities to be successful in the context of

being a publicly traded company.

We intend to acquire a company that has a complete, experienced management team or where we have the ability to supplement the existing management team with additional operating, financial and capital markets resources and capabilities to be successful in the context of being a publicly traded company.

These attributes 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 from time to time our management may deem relevant, and we may decide to enter our initial

business combination with a target business that does not meet these criteria and guidelines.

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 from time to time our management may deem relevant, and we may decide to enter our initial business combination with a target business that does not meet these criteria and guidelines.

Initial Business Combination

The rules of Nasdaq and our memorandum and articles

of association require that we must consummate an initial business combination with one or more operating businesses or assets with a

fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting

discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination.

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 (including with the assistance of financial

advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal

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 Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We will complete our initial

business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more

of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment

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

prior to our initial business combination may collectively own a minority interest in the post business combination company, depending

on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which

we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of

The rules of Nasdaq and our memorandum and articles of association require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business combination.

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 (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm.

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 Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not 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 our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction.

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

substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities 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 shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued

and outstanding 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% of net assets test described above, provided that in the event

that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value

of all of the target businesses and we will treat the transactions together as our initial business combination for purposes of seeking

shareholder approval or conducting a tender offer, as applicable.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding 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% of net assets test described above, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the transactions together as our initial business combination for purposes of seeking shareholder approval or conducting a tender offer, as applicable.

Status as a Public Company

We believe our structure will make us an attractive

business combination partner to target businesses.

As an existing public company, we offer a target business an alternative to the traditional

initial public offering through a merger or other business combination with us.

In a business combination transaction with us, the owners

of the target business may, for example, exchange their shares of stock in the target business for our Class A ordinary shares (or

shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration

to the specific needs of the sellers.

We believe target businesses will find this method a more expeditious and cost-effective method

to becoming a public company than the typical initial public offering.

The typical initial public offering process takes a significantly

longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public

offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business

combination with us.

Furthermore, once a proposed business combination

is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s

ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have

negative valuation consequences.

Once public, we believe the target business would then have greater access to capital, an additional

means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for

acquisitions.

Being a public company can offer further benefits by augmenting a company’s profile among potential new customers

and vendors and aid in attracting talented employees.

While we believe that our structure and our management

team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank

check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business

combination, negatively.

We believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us.

In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering.

The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences.

Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.

Financial Position

With trust funds available for a business combination initially in the

amount of $97,000,000, after payment of $3,500,000 of deferred underwriting fees, we offer a target business a variety of options such

as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening

its balance sheet by reducing its debt ratio.

Additionally, we plan to raise a total of $115,000,000 through the forward purchase agreement

entered into upon the closing of the IPO and additional funds from PIPE (private investment in public equity) investors if needed, and

other pre-arranged backstop facilities.

Because we are able to complete our initial business combination using our cash, debt or equity

securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor

the consideration to be paid 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.

With trust funds available for a business combination in the amount of $106,926,172 as of December 31, 2024, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

In order to finance our working capital needs, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans.

On January 28, 2025, we issued an unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which we had been advanced $840,000 as of December 31, 2024.

The advance was converted to this promissory note once the note was executed on January 28, 2025.

See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Capital Resources and Going Concern” for more information.

Additionally, we plan to raise a total of $115,000,000 through the forward purchase agreement entered into upon the closing of the IPO and additional funds from PIPE (private investment in public equity) investors if needed, and other pre-arranged backstop facilities.

Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid 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.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations

for an indefinite period of time following the IPO.

We intend to effectuate our initial business combination using cash from the proceeds

of the IPO and the placement of the Private Warrants, cash from the proceeds of a PIPE (private investment in public equity) offering,

the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or

backstop agreements entered into upon the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued

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

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.

If our initial business combination is paid for using equity or debt, or

not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business

combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the

trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company,

the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase

of other companies or for working capital.

Since our IPO, we have completed a detailed assessment of SparkLabs

Group ecosystem companies, and have finalized initial targets to prioritize.

We are currently having substantive discussions with multiple

prioritized targets and are working to having non-binding letters of intent signed with all prioritized targets, with the goal of executing

a binding business combination agreement with a final target as efficiently as practicable.

Although our management will assess the risks

inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying

all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do

nothing to control or reduce the chances that those risks will adversely affect a target business.

We may need to obtain additional financing to complete our initial business

combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because

we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we

may issue additional securities or incur debt in connection with such business combination.

There are no prohibitions on our ability to

issue securities or incur debt in connection with our initial business combination.

Other than the potential availability of the backstop

arrangement with our Sponsor, we are not currently a party to any arrangement or understanding with any third party with respect to raising

any additional funds through the sale of securities, the incurrence of debt or otherwise.

Evaluation of a Target Business and Structuring of Our Initial Business

In evaluating a prospective target business, we expect to conduct an extensive

due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document

reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target

and its industry.

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the IPO.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the placement of the Private Warrants, cash from the proceeds of a PIPE (private investment in public equity) offering, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements entered into upon the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.

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.

If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

Since our IPO, we have completed a detailed assessment of SparkLabs Group ecosystem companies, and have finalized initial targets to prioritize.

While both of these LOIs have expired, we have moved to the next phase of actively negotiating the terms of a binding business combination agreement with Kneron.

Completion of a business combination with Kneron or any other company is subject to, among other matters, our due diligence review, the negotiation of a definitive agreement providing for the transaction, approval of the transaction by our board and shareholders and Kneron’s shareholders, and satisfaction of the conditions in the definitive agreement.

There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.

Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination.

Other than the potential availability of the backstop arrangement with our Sponsor, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

Evaluation of a Target Business and Structuring of Our Initial Business Combination

In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry.

We will also utilize our management team’s operational and capital planning experience.

If we determine to move

forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The 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

we can use to complete another business combination.

The Company will not pay any consulting fees to members of our management team, or

their respective affiliates, for services rendered to or in connection with our initial business combination.

In addition, we have agreed

not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.

If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The 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 we can use to complete another business combination.

The Company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our initial business combination.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.

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:

● subject us to negative economic, competitive and regulatory

developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial

business combination;

● cause us to depend on the marketing and sale of a single

product or limited number of products or services.

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:

● subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination;

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

Limited Ability to Evaluate the Target’s Management Team

Although we intend to 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 at the time of 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 you that

members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you 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 you 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

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 memorandum and articles of association.

However, we will

seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder

approval for business or other reasons.

Under Nasdaq’s listing rules, shareholder approval would typically

be required for our initial business combination if, for example:

● We 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 security holder (as defined by Nasdaq rules) has a 5% or greater interest (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or in the consideration

be paid in the transaction or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued

and outstanding ordinary shares or voting power of 5%;

Although we intend to 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 at the time of 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 you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you 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 you 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 U.S.

Securities and Exchange Commission (“SEC”), subject to the provisions of our amended and restated memorandum and articles of association.

However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

Under Nasdaq’s listing rules, shareholder approval would typically be required for our initial business combination if, for example:

● We 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 security holder (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or in the consideration be paid in the transaction or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5%;

● The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

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 law will be made by us, solely in our discretion,

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

● 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;

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 law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:

● 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;

● the expected cost of holding a shareholder vote;

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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, initial

shareholders, directors, officers, advisors and their affiliates may purchase public shares or 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.

Any such price per share may be different than the amount per share a public shareholder would receive if it elected

to redeem its shares in connection with our initial business combination.

Such a purchase may include a contractual acknowledgment that

such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to

exercise its redemption rights.

In the event that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates

purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights,

such selling shareholders would be required to revoke their prior elections to redeem their shares.

It is intended that, if Rule 10b-18

would apply to purchases by Sponsor, initial shareholders, directors, officers, advisors and their affiliates, then such purchases will

comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (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, initial shareholders, 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.

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, initial shareholders, directors, officers, advisors and their affiliates may purchase public shares or 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.

Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.

Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

It is intended that, if Rule 10b-18 would apply to purchases by Sponsor, initial shareholders, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (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, initial shareholders, 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.

None of the funds in the trust account will be used to purchase public shares, rights or 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

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 exchange.

Our Sponsor, initial shareholders, directors, officers, advisors and their

affiliates anticipate that they may identify the shareholders with whom our Sponsor, initial shareholders, directors, officers, advisors

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

of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials

in connection with our initial business combination.

To the extent that our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders

who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business

combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if

such shares have not already been voted at the general meeting related to our initial business combination.

Our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates will select which shareholders to purchase shares from based on the negotiated price

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

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

Our Sponsor, initial shareholders, directors, officers, advisors and their

affiliates will be restricted from making purchases of 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, initial shareholders, directors, officers,

advisors and their affiliates were to purchase public shares or warrants 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, initial shareholders, directors, officers, advisors or their affiliates may purchase shares, rights or warrants from public shareholders

outside the redemption process, along with the purpose of such purchases;

● if our Sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares or warrants from public

shareholders, they would do so at a price no higher than the price offered through our redemption process;

● our registration statement/proxy statement filed for our business combination transaction would include a representation that any

of our securities purchased by our Sponsor, initial shareholders, directors, officers, advisors or their affiliates would not be voted

in favor of approving the business combination transaction;

● our Sponsor, initial shareholders, 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 Form 8-K, before our security holder meeting to approve the business combination transaction, the following

material items:

○ the amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders, directors, officers,

advisors or their affiliates, along with the purchase price;

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

○ the impact, if any, of the purchases by our Sponsor, initial shareholders, 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, initial shareholders, 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, initial

shareholders, directors, officers, advisors or their affiliates;

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

Redemption Rights for Public Shareholders upon Completion of Our

Initial Business Combination

We will provide our public shareholders with the opportunity to redeem

all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable

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

of the initial business combination, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000

of interest to pay dissolution expenses), if any, divided by the number of then-outstanding public shares, subject to the limitations

described herein.

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 exchange.

Our Sponsor, initial shareholders, directors, officers, advisors and their affiliates anticipate that they may identify the shareholders with whom our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination.

To the extent that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination.

Our Sponsor, initial shareholders, directors, officers, advisors and their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our Sponsor, initial shareholders, directors, officers, advisors and their affiliates will be restricted from making purchases of 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, initial shareholders, directors, officers, advisors and their affiliates were to purchase public shares or warrants 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, initial shareholders, directors, officers, advisors or their affiliates may purchase shares, rights or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;

● if our Sponsor, initial shareholders, directors, officers, advisors or their affiliates were to purchase shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

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

● our Sponsor, initial shareholders, 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 Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

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

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

o the impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved;

o the identities of our security holders who sold to our Sponsor, initial shareholders, 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, initial shareholders, directors, officers, advisors or their affiliates;

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

Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.

The amount in the trust account is initially $10.05 per public share.

The per-share amount we will distribute to investors

who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter.

The redemption

rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

There will be

no redemption rights upon the completion of our initial business combination with respect to our warrants.

Further, we will not proceed

with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does

Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed

to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion

of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and

articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary

shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares

if we do not complete our initial business combination by July 11, 2025 or (B) with respect to any other provision relating to the

rights of holders of our Class A ordinary shares.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter.

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

There will be no redemption rights upon the completion of our initial business combination with respect to our warrants.

Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close.

Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 11, 2025 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

Limitations on Redemptions

Our amended and restated memorandum and articles of association provide

that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so

that we do not then become subject to the SEC’s “penny stock” rules).

However, the proposed business combination may

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working

capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms

of the proposed business combination.

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

business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any

shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).

However, the proposed business combination may require:

(i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.

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 business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem

all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection

with a shareholder meeting called to approve the business combination or (ii) 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 where we do not survive and any transactions where

we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles

of association would typically require shareholder approval.

We currently intend to conduct redemptions in connection with a shareholder

vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions

pursuant to the tender offer rules of the SEC for business or other reasons.

So long as we obtain and maintain a listing for our securities

on Nasdaq, we are required to comply with Nasdaq rules.

If we held a shareholder vote to approve our initial business combination,

we will, pursuant to our amended and restated memorandum and articles of association:

● conduct 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

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) 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 where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval.

We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

So long as we obtain and maintain a listing for our securities on Nasdaq, we are required to comply with Nasdaq rules.

If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:

● conduct 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;

● file proxy materials with the SEC.

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 a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon,

voted at a shareholder meeting of the Company are voted in favor of the business combination.

A quorum for such meeting will be present

if the holders of a at least one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person

In such case, our Sponsor and each member of our management team have agreed to vote their founder shares and public shares

in favor of our initial business combination.

As a result, in addition to our initial shareholders’ founder shares, we would need

1,788,962, or 17.89% (assuming all issued and outstanding shares are voted) of the 10,000,000 public shares sold in the IPO to be

voted in favor of an initial business combination in order to have our initial business combination approved;

and assuming only the minimum

number of shares representing a quorum are voted, our initial shareholders’ founder shares will be enough to have our initial business

combination approved.

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against

the proposed transaction or vote at all.

In addition, our Sponsor and each member of our management team have entered into an agreement

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

by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment

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

to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business

combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 11, 2025 or (B) with

respect to any other provision relating to the rights of holders of our Class A ordinary shares.

If we conduct redemptions pursuant to the tender offer rules of the SEC,

we will, pursuant to our amended and restated memorandum and articles of association:

● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E

of the Exchange Act, which regulate issuer tender offers;

● file 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 Act, which regulates the solicitation of proxies.

Upon the public announcement

of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate

any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply

with Rule 14e-5 under the Exchange Act.

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 shares than we have offered to purchase, we will withdraw the tender offer

and not complete such initial business combination.

Limitation 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 memorandum and articles of association provide 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 redeeming its shares with respect to more than an aggregate

of 15% of the shares sold in the IPO, which we refer to as “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 shares

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

Absent this provision, a public shareholder holding

more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s 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.

limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe

we will limit the ability of a small group of 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 shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business

Tendering Share Certificates in Connection with a Tender Offer or

the Exercise of Redemption Rights

Public shareholders seeking

to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required

to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer

materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository

Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days

prior to the initially scheduled vote to approve the business combination.

The proxy solicitation or tender offer materials, as applicable,

that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable

delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its

Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender

offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if

we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively

short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

There is a nominal cost associated

with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

agent will typically charge the tendering broker a fee of approximately $80.00 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 holders seeking to exercise

redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the

timing of when such delivery must be effectuated.

The foregoing is different

from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with their business combinations,

many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a

holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking

to exercise his or her redemption rights.

After the business combination is approved, the Company would contact such shareholder to arrange

for him or her to deliver his or her certificate to verify ownership.

As a result, the shareholder then had an “option window”

after the completion of the business combination during which he or she could monitor the price of the Company’s shares in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his

or her shares to the Company for cancellation.

As a result, the redemption rights, to which shareholders were aware they needed to commit

before the shareholder meeting, would become “option” rights surviving past the completion of the business combination until

the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery prior to the meeting ensures that

a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such

shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve

the business combination, unless otherwise agreed to by us.

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 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 shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any

certificates delivered by public holders who elected to redeem their 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 July 11, 2025.

Redemption of Public Shares and Liquidation If No Initial Business

Our amended and restated

memorandum and articles of association provide that we will have only until July 11, 2025 to consummate an initial business combination.

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 a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting of the Company are voted in favor of the business combination.

A quorum for such meeting will be present if the holders of a at least one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy.

In such case, our Sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.

As a result, in addition to our initial shareholders’ founder shares, we would need 1,788,962, or 17.89% (assuming all issued and outstanding shares are voted) of the 10,000,000 public shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial business combination approved;

and assuming only the minimum number of shares representing a quorum are voted, our initial shareholders’ founder shares will be enough to have our initial business combination approved.

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.

In addition, our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 11, 2025 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:

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

● file 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 Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

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 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 such initial business combination.

Limitation 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 memorandum and articles of association provide 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 redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as “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 shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s 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 shareholders’ ability to redeem no more than 15% of the shares sold in the

IPO without our prior consent, we believe we will limit the ability of a small group of 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 shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering Share Certificates in Connection with a Tender Offer or the Exercise of Redemption Rights

Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination.

The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will typically charge the tendering broker a fee of approximately $80.00 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 holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights.

After the business combination is approved, the Company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the Company’s shares in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the Company for cancellation.

As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us.

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 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 shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates delivered by public holders who elected to redeem their 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 July 11, 2025.

Redemption of Public Shares and Liquidation If No Initial Business Combination

Our amended and restated memorandum and articles of association provide that we will have only until July 11, 2025 to consummate an initial business combination.

If we have not consummated an initial business combination by July 11, 2025, 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, 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number

of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any);

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 the case of clauses

(ii) and (iii) 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 warrants, which will expire worthless

if we fail to consummate an initial business combination by July 11, 2025.

Our amended and restated memorandum and articles of association

provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing

procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days

thereafter, subject to applicable Cayman Islands law.

Our Sponsor and each member

of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating

distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination

by July 11, 2025 (although they will be entitled to liquidating distributions from the trust account with respect to any public shares

they hold if we fail to complete our initial business combination within the prescribed time frame).

Our Sponsor, executive officers

and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated

memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our

Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem

100% of our public shares if we do not complete our initial business combination by July 11, 2025 or (B) with respect to any other

provision relating to the rights of holders of our Class A ordinary shares, 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 and up to $100,000

of interest to pay dissolution expenses), if any, divided by the number of the then-outstanding public shares.

However, we may not redeem

our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject

to the SEC’s “penny stock” rules).

If this optional redemption right is exercised with respect to an excessive number

of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related

redemption of our public shares at such time.

This redemption right shall apply in the event of the approval of any such amendment, whether

proposed by our Sponsor, any executive officer, director or any other person.

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

outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we

cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all

of the net proceeds of the IPO and the sale of the Private Warrants, other than the proceeds deposited in the trust account, and without

taking into account the interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our

dissolution would be $10.05.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors

which would have higher priority than the claims of our public shareholders.

We cannot assure you that the actual per-share redemption

amount received by shareholders will not be less than $10.05.

While we intend to pay such amounts, if any, we cannot assure you that we

will have funds sufficient to pay or provide for all creditors’ claims.

Although we will 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 perform an analysis of the alternatives available to

it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s

engagement would be significantly more beneficial to us than any alternative.

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.

Nasdaq will not execute an agreement with us waiving such claims to

the monies held in the trust account.

In addition, there is no

guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,

contracts or agreements with us and will not seek recourse against the trust account for any reason.

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 (other than our independent registered public accounting firm), or a prospective target business with

which we have discussed entering into a transaction agreement, reduce the amounts 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 assets, in each case net of the interest

that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party

or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any

claims under our indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of

1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third-party,

our Sponsor will not be responsible to the extent of any liability for such third-party claims.

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

you that our Sponsor would be able to satisfy those obligations.

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 public share due to reductions

in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations,

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

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.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share

redemption price will not be less than $10.00 per public share.

We will seek to reduce the

possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service

providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,

interest or claim of any kind in or to monies held in the trust account.

Our Sponsor will also not be liable as to any claims under our

indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act.

We had access to

$8,490,535 following the IPO and the sale of the Private Warrants, 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, however such liability will not be greater than the amount of funds from our

trust account received by any such shareholder.

If we file a bankruptcy petition

or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject

to applicable bankruptcy 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 you we will be able to

return $10.05 per public share to our public shareholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor

and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy

court could seek to recover some or all amounts received by our shareholders.

Furthermore, our board of directors may be viewed as having

breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims

of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

We cannot assure

you that claims will not be brought against us for these reasons.

Our public shareholders will

be 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 by July 11, 2025, (ii) in connection with a shareholder vote to amend our amended and restated memorandum

and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary

shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares

if we do not complete our initial business combination by July 11, 2025 or (B) with respect to any other provision relating to the

rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion

of the initial business combination.

Public shareholders who redeem their Class A ordinary shares in connection with a shareholder

vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent

completion of an initial business combination or liquidation if we have not consummated an initial business combination by July 11, 2025,

with respect to such Class A ordinary shares so redeemed.

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 shareholder must have also exercised its redemption rights

described above.

These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended

and restated memorandum and articles of association, may be amended with a shareholder vote.

In identifying, evaluating and selecting a target

business for our initial business combination, we may encounter intense competition from other entities having a business objective similar

to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, 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.

(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, 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

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 the case of clauses (ii) and (iii) 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 warrants, which will expire worthless if we fail to consummate an initial business combination by July 11, 2025.

Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by July 11, 2025 (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

Our Sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 11, 2025 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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 and up to $100,000 of interest to pay dissolution expenses), if any, divided by the number of the then-outstanding public shares.

However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).

If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.

This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer, director or any other person.

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 outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of the IPO and the sale of the Private Warrants, other than the proceeds deposited in the trust account, and without taking into account the interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.05.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.

We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.05.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will 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.

third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

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.

Nasdaq will not execute an agreement with us waiving such claims to the monies held in the trust account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

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 (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts 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 assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims.

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 you that our Sponsor would be able to satisfy those obligations.

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 public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, 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.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

We will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Our Sponsor will also not be liable as to any claims under our indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act.

We had access to $8,490,535 following the IPO and the sale of the Private Warrants, 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, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy 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 you we will be able to return $10.05 per public share to our public shareholders.

Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders will be 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 by July 11, 2025, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 11, 2025 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination.

Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination by July 11, 2025, with respect to such Class A ordinary shares so redeemed.

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 shareholder must have also exercised its redemption rights described above.

These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, 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 ability to acquire larger target businesses will be limited by our available financial resources.

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 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.

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 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.

We currently have three

executive officers.

We expect that payment to these individuals will be made under certain consultancy agreements and board services

agreements whereby we agreed to pay certain consulting fees for their services rendered to us prior to or in connection with the

completion of our initial business combination.

Specifically, the Company agreed to pay (i) Mr.

James Rhee, our Chief

Executive Officer, $250,000 per annum on a monthly basis, starting from May 1, 2021, increasing to $350,000 per annum on a

monthly basis, starting October 1, 2022, (ii) Mr.

Ho Min (Jimmy) Kim, our Chief Financial Officer, $25,000 per annum

paid on quarterly basis starting from December 8, 2021;

Kurtis Jang, our Chief Operating Officer, $180,000

per annum paid on a monthly basis starting from July 1, 2021;

(iv) all the independent directors, $75,000 per annum, each

paid on quarterly basis starting from December 8, 2021;

and (v) Bernard Moon, the managing member of our Sponsor, $36,000 per

annum starting September 1, 2021.

The CFO and COO are not obligated to devote any specific number of hours to our matters but they

intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business

The amount of time independent directors will devote in any time period will vary based on whether a target business

has been selected for our initial business combination and the stage of the business combination process we are in.

We currently have three executive officers.

We pay these individuals consulting fees under certain consultancy agreements and board services agreements for their services rendered to us prior to or in connection with the completion of our initial business combination.

Specifically, the Company pays (i) Mr.

James Rhee, our Chief Executive Officer, $350,000 per annum on a monthly basis, (ii) Mr.

Ho Min (Jimmy) Kim, our Chief Financial Officer, $25,000 per annum paid on a quarterly basis;

Kurtis Jang, our Chief Operating Officer, $180,000 per annum paid on a monthly basis;

(iv) all the independent directors, $75,000 per annum, each paid on a quarterly basis;

and (v) Bernard Moon, the managing member of our Sponsor, $36,000 per annum.

Our Chief Financial Officer and Chief Operating Officer are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time independent directors will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in.

Periodic Reporting and Financial Information

have registered our Units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including

the requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act,

our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders

with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable,

sent to shareholders.

These financial statements may be required to be prepared in accordance with, or reconciled to, accounting principles

generally accepted in the United States of America (“GAAP”), or International Financial Reporting Standards (“IFRS”),

depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards

of the Public Company Accounting Oversight Board (“PCAOB”).

These financial statement requirements may limit the pool of potential

target businesses we may acquire because some targets may be unable to provide such 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

you that any particular target business identified by us as a potential acquisition 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 acquisition candidates, we do not believe that this limitation

will be material.

We will be required to evaluate

our internal control procedures for the fiscal year ending December 31, 2024 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, we will be

required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial

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

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

time and costs necessary to complete any such acquisition.

We have filed a Registration

Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject

to the rules and regulations promulgated under the Exchange Act.

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

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

We are 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 expect to receive a tax exemption

undertaking from the Government of the Cayman Islands to the effect that, in accordance with Section 6 of the Tax Concessions Act

(as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman

Islands imposing any tax or duty to be levied on profits, income, gains or appreciations, or any tax in the nature of estate duty or inheritance

tax, will apply to any property comprised in or any income arising under the Company, or to the security holders thereof, in respect of

any such property or income.

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 have registered our Units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders.

These financial statements may be required to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or International Financial Reporting Standards (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”).

These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such 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 you that any particular target business identified by us as a potential acquisition 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 acquisition candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures as required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

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

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are 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 expect to receive a tax exemption undertaking from the Government of the Cayman Islands to the effect that, in accordance with Section 6 of the Tax Concessions Act (as amended) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income, gains or appreciations, or any tax in the nature of estate duty or inheritance tax, will apply to any property comprised in or any income arising under the Company, or to the security holders thereof, in respect of any such property or income.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion

of the IPO, (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 th , and (2) the date on which we have issued more than $1.0 billion

in non-convertible debt 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, and, if

their revenues are less than $100 million, not providing an independent registered public accounting firm attestation on internal

control over financial reporting.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the

market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual

revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates

exceeds $700 million as of the prior June 30.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (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 th , and (2) the date on which we have issued more than $1.0 billion in non-convertible debt 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, and, if their revenues are less than $100 million, not providing an independent registered public accounting firm attestation on internal control over financial reporting.

We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.

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