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Item 1A. Risk Factors

2026-03-16 compared with 2025-03-31 · 790 added, 778 removed, 957 unchanged (62% of the section changed)

Annual Report contains forward-looking information based on our current expectations.

You should carefully consider the risks and uncertainties

described below together with all of the other information contained in this Annual Report, including our consolidated financial statements

and the related notes appearing at the end of this Annual Report, before deciding whether to invest in our securities.

If any of the

following events occur, our business, financial condition and operating results may be materially adversely affected.

In that event,

the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Related to our Search

for, Consummation of, or Inability to Consummate, a Business Combination

are a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability

to achieve our business objective.

We are a Cayman Islands

exempted company with no operating results, and we have yet to begin operations.

Because we lack an operating history, you have no basis

upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more

target businesses.

We have no plans, arrangements or understandings with any prospective target business concerning an initial business

combination and may be unable to complete our initial business combination.

If we fail to complete our initial business combination,

we will never generate any operating revenues.

This Annual Report

contains forward-looking information based on our current expectations.

You should carefully consider the risks and uncertainties described

below together with all of the other information contained in this Annual Report, including our consolidated financial statements and

the related notes appearing at the end of this Annual Report, before deciding whether to invest in our securities.

If any of the following

events occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading

price of our securities could decline, and you could lose all or part of your investment.

Risks Related to our Search for, Consummation

of, or Inability to Consummate, a Business Combination

We are a Cayman Islands exempted company with

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

We are a Cayman Islands exempted

company with no operating results, and we have yet to begin operations.

Because we lack an operating history, you have no basis upon which

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

We have no plans, arrangements or understandings with any prospective target business concerning an initial business combination and may

be unable to complete our initial business combination.

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

any operating revenues.

Our public shareholders may not be afforded

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we may complete our initial business combination even if holders of a majority of our public shares do not approve of the business combination

Please see the section of this Annual Report entitled “Business — Shareholders May Not Have

the Ability to Approve our Initial Business Combination” for additional information.

Please see the section of this Annual Report entitled “Business - Shareholders May Not Have the Ability to Approve

our Initial Business Combination” for additional information.

If we seek shareholder approval of our initial

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public shareholders vote.

Our initial shareholders have agreed to vote their founder shares,

private shares as well as any public shares purchased in or after the Initial Public Offering, in favor of our initial business combination

(subject to applicable securities laws) provided that in connection with any proposed business combination, our initial shareholders will

not vote any ordinary shares that they purchase after we publicly announce our intention to engage in such proposed business combination.

As a result, in addition to our initial shareholders’ founder shares and private shares, we would need (i) 3,539,585 or 30.8%

of the 11,500,000 public shares sold in the Initial Public Offering and the over-allotment to be voted in favor of an initial business

combination in order to have our initial business combination approved (assuming all outstanding shares are voted, including the EBC founder

shares, the EBC founder shares are voted in favor of the proposed initial business combination (although they are not required to do so)),

and (ii) none of the 11,500,000 public shares sold in the Initial Public Offering and the over-allotment, to be voted in favor of

an initial business combination in order to have our initial business combination approved (assuming that only the minimum number of shares

representing a quorum are voted but of those shares, the EBC founder shares are voted in favor of the proposed initial business combination

(although they are not required to do so)).

Our founder shares, private shares and EBC founder shares represent approximately 28% of our

outstanding shares immediately following the completion of the Initial Public Offering.

Accordingly, if we seek shareholder approval of

our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if

our initial shareholders agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

Our initial shareholders

have agreed to vote their founder shares, private shares as well as any public shares purchased in or after the Initial Public Offering,

in favor of our initial business combination (subject to applicable securities laws) provided that in connection with any proposed business

combination, our initial shareholders will not vote any ordinary shares that they purchase after we publicly announce our intention to

engage in such proposed business combination.

As a result, in addition to our initial shareholders’ founder shares and private shares,

we would need (i) 3,539,585 or 30.8% of the 11,500,000 public shares sold in the Initial Public Offering and the over-allotment to be

voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding

shares are voted, including the EBC founder shares, the EBC founder shares are voted in favor of the proposed initial business combination

(although they are not required to do so)), and (ii) none of the 11,500,000 public shares sold in the Initial Public Offering and the

over-allotment, to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming

that only the minimum number of shares representing a quorum are voted but of those shares, the EBC founder shares are voted in favor

of the proposed initial business combination (although they are not required to do so)).

Our founder shares, private shares and EBC founder

shares represent approximately 28% of our outstanding shares immediately following the completion of the Initial Public Offering.

if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be

received than would be the case if our initial shareholders agreed to vote their founder shares in accordance with the majority of the

votes cast by our public shareholders.

Your only opportunity to affect the investment

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your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption

rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our

public shareholders in which we describe our initial business combination.

rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public

shareholders in which we describe our initial business combination.

The ability of our public shareholders to redeem

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

We may seek to enter into a

business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth

or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not be able to meet such closing

condition and, as a result, would not be able to proceed with the business combination.

Consequently, if accepting all properly submitted

redemption requests would cause us to be unable to satisfy a closing condition, as described above, we would not proceed with such redemption

and the related business combination and may instead search for an alternate business combination.

Prospective targets will be aware of

these risks and, thus, may be reluctant to enter into a business combination transaction with us.

We may seek to enter into

a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net

worth or a certain amount of cash.

If too many public shareholders exercise their redemption rights, we would not be able to meet such

closing condition and, as a result, would not be able to proceed with the business combination.

Consequently, if accepting all properly

submitted redemption requests would cause us to be unable to satisfy a closing condition, as described above, we would not proceed with

such redemption and the related business combination and may instead search for an alternate business combination.

Prospective targets

will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

The ability of our public shareholders to exercise

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optimize our capital structure.

At the time we enter into an

agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore

At the time we enter into

an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore

will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.

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such requirements, or arrange for third-party financing.

In addition, if a larger number of shares are submitted for redemption than

we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange

In addition, if a larger number of shares are submitted for redemption than we

initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange

for third-party financing.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence

of indebtedness at higher than desirable levels.

The above considerations may limit our ability to complete the most desirable business

combination available to us or optimize our capital structure.

Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness

at higher than desirable levels.

The above considerations may limit our ability to complete the most desirable business combination available

to us or optimize our capital structure.

The ability of our public shareholders to exercise

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

If the agreement for our initial

business combination requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a

minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

If our initial

business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account.

If the agreement for our

initial business combination requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to

have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased.

our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate

the trust account.

If you are in need of immediate liquidity, you could attempt to sell your share in the open market;

however, at such time our shares may

trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material loss on your

investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares

in the open market.

however, at such

time our shares may trade at a discount to the pro rata amount per share in the trust account.

In either situation, you may suffer a material

loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to

sell your shares in the open market.

Our search for a business combination, and

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the operations of a target business with which we ultimately consummate an initial business combination, may be materially adversely affected.

In addition, our ability to

consummate a transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by outside events (such

as terrorist attacks, natural disasters or a significant outbreak of infectious diseases), including as a result of increased market volatility,

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

In addition, our ability

to consummate a transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by outside events

(such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases), including as a result of increased market

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

Our search for an initial business combination,

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and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic

Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United

Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related

individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty

Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the

European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid

or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

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

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

The invasion of Ukraine by Russia

and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future,

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

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

Although the length and impact of the ongoing

conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit

and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally,

any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity

in capital markets.

Any of the abovementioned factors,

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

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

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

and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by

NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global

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

Although the length and impact of the ongoing conflicts

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions

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

Any of the abovementioned

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

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

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

The extent and duration of

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

Macro-economic turbulence and instability

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

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

A deterioration in economic conditions and related

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

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

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

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

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

military conflict between Ukraine and Russia) and/or public policy, including increased state, local or federal taxation, could adversely

affect our financial condition, the financial condition of prospective target companies for our initial business combination, or the financial

condition of the combined company even if we successfully consummate a business combination, as well as our ability to locate a commercially

viable target company for our business combination in the first instance.

Because there are many special purpose acquisition

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a company organized under the laws of a state of the United States, it is possible a 1% U.S.

federal excise tax will be imposed

on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination.

On August 16, 2022, the

Inflation Reduction Act of 2022 became law in the United States, which, among other things, imposes a 1% excise tax on

the fair market value of certain repurchases (including certain redemptions) of shares by publicly traded domestic (i.e., United States)

corporations (and certain non-U.S.

federal excise tax will be imposed on us

in connection with redemptions of our ordinary shares after or in connection with such initial business combination.

On August 16, 2022, the Inflation

Reduction Act of 2022 became law in the United States, which, among other things, imposes a 1% excise tax on the fair market value of

certain repurchases (including certain redemptions) of shares by publicly traded domestic (i.e., United States) corporations (and certain

corporations treated as “surrogate foreign corporations”).

The excise tax will apply

to share repurchases occurring in 2023 and beyond.

The amount of the excise tax is generally 1% of the fair market value of the shares

repurchased at the time of the repurchase.

Department of the Treasury has been given authority to provide regulations and

other guidance to carry out, and prevent the abuse or avoidance of, the excise tax.

The excise tax will apply to share repurchases occurring

in 2023 and beyond.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the

Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent

the abuse or avoidance of, the excise tax.

For instance, the U.S.

Department of the Treasury

issued interim guidance addressing certain key aspects of the 1% excise tax, pending forthcoming regulations which are expected to be

retroactive to January 1, 2023 when finalized.

The interim guidance clarified that certain repurchases would be exempt from the excise

tax, such as where the repurchases occur in the same year that the repurchasing company undertakes a complete liquidation (as described

in Section 331 of the Internal Revenue Code).

Department of the Treasury issued interim guidance addressing certain

key aspects of the 1% excise tax, pending forthcoming regulations which are expected to be retroactive to January 1, 2023 when finalized.

The interim guidance clarified that certain repurchases would be exempt from the excise tax, such as where the repurchases occur in the

same year that the repurchasing company undertakes a complete liquidation (as described in Section 331 of the Internal Revenue Code).

However, only limited guidance has been issued to date.

As an entity incorporated as

a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our ordinary shares (absent any regulations

As an entity incorporated

as a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our ordinary shares (absent any regulations

and other additional guidance that may be issued in the future with retroactive effect).

However, in connection with an initial business

combination involving a company organized under the laws of the United States, it is possible that we domesticate and continue as

corporation prior to certain redemptions and, because our securities are trading on Nasdaq, it is possible that we will be

subject to the excise tax with respect to any subsequent redemptions, including redemptions in connection with the initial business combination,

combination involving a company organized under the laws of the United States, it is possible that we domesticate and continue as a U.S.

corporation prior to certain redemptions and, because our securities are trading on NASDAQ, it is possible that we will be subject to

the excise tax with respect to any subsequent redemptions, including redemptions in connection with the initial business combination,

that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from the U.S.

Department of the

Treasury, redemptions in complete liquidation of the company).

In all cases, the extent of the excise tax that may be incurred will depend

on a number of factors, including the fair market value of our shares redeemed, the extent such redemptions could be treated as dividends

and not repurchases, and the content of any regulations and other additional guidance from the U.S.

Department of the Treasury that

may be issued and applicable to the redemptions.

Issuances of shares by a repurchasing company in a year in which such company repurchases

shares may reduce the amount of excise tax imposed with respect to such repurchase.

The excise tax is imposed on the repurchasing company

itself, not the shareholders from which shares are repurchased.

The imposition of the excise tax as a result of redemptions in connection

with the initial business combination or in connection with any extension of time to consummate an initial business combination could,

however, reduce the amount of cash available to pay redemptions or reduce the cash contribution to the target business in connection with

our initial business combination, which could cause the non-redeeming shareholders of the combined company to economically bear the

impact of such excise tax.

Department of the Treasury,

redemptions in complete liquidation of the company).

In all cases, the extent of the excise tax that may be incurred will depend on a

number of factors, including the fair market value of our shares redeemed, the extent such redemptions could be treated as dividends and

not repurchases, and the content of any regulations and other additional guidance from the U.S.

Department of the Treasury that may be

issued and applicable to the redemptions.

Issuances of shares by a repurchasing company in a year in which such company repurchases shares

may reduce the amount of excise tax imposed with respect to such repurchase.

The excise tax is imposed on the repurchasing company itself,

not the shareholders from which shares are repurchased.

The imposition of the excise tax as a result of redemptions in connection with

the initial business combination or in connection with any extension of time to consummate an initial business combination could, however,

reduce the amount of cash available to pay redemptions or reduce the cash contribution to the target business in connection with our initial

business combination, which could cause the non-redeeming shareholders of the combined company to economically bear the impact of such

Changes in the market for directors and officers

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

The market for directors and

officers liability insurance for special purpose acquisition companies is subject to continual change.

The market for directors

and officers liability insurance for special purpose acquisition companies is subject to continual change.

For instance, at various times

in recent years, the premiums charged for such policies have increased and the terms of such policies have become less favorable.

There can be no assurance that such changes will not occur in the future.

can be no assurance that such changes will not occur in the future.

An increased cost of directors

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

In order to obtain directors and officers liability insurance or modify coverage as a result of becoming a public company, the post-business combination

entity may need to incur greater expense, accept less favorable terms or both.

Any failure to obtain adequate directors and officers liability

insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers

and directors.

In order to obtain directors and officers liability insurance or modify coverage as a result of becoming a public company, the post-business

combination entity may need to incur greater expense, accept less favorable terms or both.

Any failure to obtain adequate directors and

officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified

officers and directors.

In addition, even after we

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As a result, in order to protect our directors

and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”).

The cost of run-off insurance would be an added expense for the post-business combination entity, and could interfere with or

frustrate our ability to consummate an initial business combination on terms favorable to our investors.

and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off

The cost of run-off insurance would be an added expense for the post-business combination entity, and could interfere

with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

The requirement that we complete our initial

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within 18 months from the closing of the Initial Public Offering.

Consequently, such target business may obtain leverage over us

in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target

business, we may be unable to complete our initial business combination with any other target business.

This risk will increase as we

get closer to the timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into our initial

business combination on terms that we would have rejected upon a more comprehensive investigation.

Consequently, such target business may obtain leverage over us in negotiating

a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may

be unable to complete our initial business combination with any other target business.

This risk will increase as we get closer to the

timeframe described above.

In addition, we may have limited time to conduct due diligence and may enter into our initial business combination

on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to complete our initial

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than such amount in certain circumstances, and our rights will expire worthless.

Our amended and restated memorandum

and articles of association provides that we must complete our initial business combination within 18 months from the closing of

the Initial Public Offering.

Our amended and restated

memorandum and articles of association provides that we must complete our initial business combination within 18 months from the closing

of the Initial Public Offering.

We may not be able to find a suitable target business and complete our initial business combination within

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such time period, we will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but not more than ten business days thereafter, 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 withdrawals, (less

up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which

redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating

distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject

to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such case, our public shareholders

may only receive $10.05 per share or less in certain circumstances, and our rights will expire worthless.

In certain circumstances, our

public shareholders may receive less than $10.05 per share on the redemption of their shares.

See “ — If third parties

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

amount received by shareholders may be less than $10.05 per share ” and other risk factors in this section.

(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 withdrawals, (less up to $100,000

of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands

law to provide for claims of creditors and the requirements of other applicable law.

In such case, our public shareholders may only receive

$10.05 per share or less in certain circumstances, and our rights will expire worthless.

In certain circumstances, our public shareholders

may receive less than $10.05 per share on the redemption of their shares.

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

proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05

per share ” and other risk factors in this section.

If we seek shareholder approval of our initial

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their prior elections to redeem their shares.

Additionally, at any time at

or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information),

Additionally, at any time

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

our Sponsor, directors, executive officers, advisors or any of their affiliates may enter into transactions with investors and others

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The purpose of any such transactions

could be to (1) decrease the number of shares to be redeemed thereby leaving more cash available for the post-combination company

or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount

of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.

purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

could be to (1) decrease the number of shares to be redeemed thereby leaving more cash available for the post-combination company or (2)

satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at

the closing of 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

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to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender

their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business

days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their

shares to the transfer agent electronically.

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

may not be redeemed.

See the section of this Annual Report entitled “Business — Redemption Rights for Public

Shareholders upon Completion of our Initial Business Combination — Tendering Share Certificates in Connection with a Tender

Offer or Redemption Rights.”

their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two

business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to

deliver their shares to the transfer agent electronically.

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

its shares may not be redeemed.

See the section of this Annual Report entitled “Business - Redemption Rights for Public Shareholders

upon Completion of our Initial Business Combination - Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

You will not have any rights or interests in

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

(i) our completion of an initial business

combination, and then only in connection with those public shares that such shareholder properly elected to redeem, subject to the limitations

described in this Annual Report, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote

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

to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our

initial business combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other

provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of our

public shares if we are unable to complete an initial business combination within 18 months from the closing of the Initial Public

Offering, subject to applicable law and as further described herein.

In addition, if we are unable to complete an initial business combination

within 18 months from the closing of the Initial Public Offering for any reason, compliance with Cayman Islands law may require that

we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in

our trust account.

In that case, public shareholders may be forced to wait beyond the 18 months from the closing of the Initial Public

Offering before they receive funds from our trust account.

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

of any kind in the trust account.

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

(i) our completion of an initial business combination,

and then only in connection with those public shares that such shareholder properly elected to redeem, subject to the limitations described

in this Annual Report, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our

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

in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business

combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’

rights or pre-initial business combination activity and (iii) the redemption of our public shares if we are unable to complete an initial

business combination within 18 months from the closing of the Initial Public Offering, subject to applicable law and as further described

In addition, if we are unable to complete an initial business combination within 18 months from the closing of the Initial Public

Offering for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders

for approval prior to the distribution of the proceeds held in our trust account.

In that case, public shareholders may be forced to wait

beyond the 18 months from the closing of the Initial Public Offering before they receive funds from our trust account.

In no other circumstances

will a public shareholder have any right or interest of any kind in the trust account.

Accordingly, to liquidate your investment, you

may be forced to sell your public shares or rights, potentially at a loss.

You will not be entitled to protections normally

afforded to investors of many other blank check companies.

Since the net proceeds of the

Initial Public Offering and the sale of the private units are intended to be used to complete an initial business combination with a target

business that has not been selected, we may be deemed to be a “blank check” company under the United States securities

Since the net proceeds of

the Initial Public Offering and the sale of the private units are intended to be used to complete an initial business combination with

a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities

However, because we have net tangible assets in excess of $5,000,000 upon the successful completion of the Initial Public Offering

and the sale of the private units and filed a Current Report on Form 8-K incorporated by reference to this Annual Report, including

an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check

companies, such as Rule 419.

and the sale of the private units and filed a Current Report on Form 8-K incorporated by reference to this Annual Report, including an

audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies,

such as Rule 419.

Accordingly, investors will not be afforded the benefits or protections of those rules.

things, this means our units will be immediately tradable.

Among other things, this means

our units will be immediately tradable.

If we seek shareholder approval of our initial

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the tender offer rules, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder

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

seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer

to as the “excess shares.” However, our amended and restated memorandum and articles of association does not restrict our

shareholders’ ability to vote all of their shares (including excess shares) for or against our initial business combination.

inability to redeem the excess shares will reduce your influence over our ability to complete our initial business combination.

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

shares in open market transactions, potentially at a loss.

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

rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the “excess

shares.” However, our amended and restated memorandum and articles of association does not restrict our shareholders’ ability

to vote all of their shares (including excess shares) for or against our initial business combination.

Your inability to redeem the excess

shares will reduce your influence over our ability to complete our initial business combination.

Accordingly, you will continue to hold

that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions,

potentially at a loss.

Because of our limited resources and the significant

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less than $10.05 per share upon our liquidation.

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

in the trust account could be reduced and the per-share redemption amount received by shareholders may be less

than $10.05 per share ” and other risk factors in this section.

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

account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share ” and

other risk factors in this section.

If the net proceeds of the Initial Public Offering

and the sale of the private units not being held in the trust account are insufficient to allow us to operate for at least the next 18 months

from the closing of the Initial Public Offering, we may be unable to complete our initial business combination, in which case our public

shareholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our rights will expire worthless.

We believe that the funds available

to us outside of the trust account will be sufficient to allow us to operate for at least the next 18 months from the closing of

the Initial Public Offering (as further described in this Annual Report);

and the sale of the private units not being held in the trust account are insufficient to allow us to operate for at least the next 18

months from the closing of the Initial Public Offering, we may be unable to complete our initial business combination, in which case our

public shareholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our rights will expire worthless.

We believe that the funds

available to us outside of the trust account will be sufficient to allow us to operate for at least the next 18 months from the closing

of the Initial Public Offering (as further described in this Annual Report);

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

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In certain circumstances, our public shareholders may receive less than $10.05 per share upon our

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

and the per-share redemption amount received by shareholders may be less than $10.05 per share ” and

other risk factors in this section.

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

per-share redemption amount received by shareholders may be less than $10.05 per share ” and other risk factors in this section.

If the net proceeds of the Initial Public Offering

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majority of our shareholders do not agree.

Our amended and restated memorandum

and articles of association does not provide a specified maximum redemption threshold.

As a result, we may be able to complete our initial

business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed

their shares.

Our amended and restated

memorandum and articles of association does not provide a specified maximum redemption threshold.

As a result, we may be able to complete

our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have

redeemed their shares.

If third parties bring claims against us, the

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

than $10.05 per share.

proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05

Our placing of funds in the

trust account may not protect those funds from third-party claims against us.

Although we will seek 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 any monies held in the trust account for the benefit of our public shareholders, such parties may

not execute such agreements, or even if they execute such agreements they may not 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 advantage with respect to a claim against our assets,

including the funds held in the trust account.

Making such a request of potential target businesses may make our acquisition proposal

less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential

target businesses that we might pursue.

Although we will seek 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 any monies held in the trust account for the benefit of our public shareholders, such parties may not execute

such agreements, or even if they execute such agreements they may not 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 advantage with respect to a claim against our assets, including the funds

held in the trust account.

Making such a request of potential target businesses may make our acquisition proposal less attractive to them

and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses

that we might pursue.

Upon redemption of our public

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not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per-share redemption amount

received by public shareholders could be less than the $10.05 per share initially held in the trust account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold

to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds

in the trust account to below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account

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

which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of

any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the Initial

Accordingly, the per-share redemption amount received

by public shareholders could be less than the $10.05 per share initially held in the trust account, due to claims of such creditors.

Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to

us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in

the trust account to below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the

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

may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any

and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the Initial

Public Offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed

waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for

such third-party claims.

Moreover, in the event that an executed waiver

is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such

third-party claims.

We have not independently verified whether our Sponsor has sufficient funds to satisfy their indemnity obligations

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In the event that the proceeds

in the trust account are reduced below the lesser of (i) $10.05 per public share or (ii) such lesser amount per share held in

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

net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that they are unable to satisfy their obligations or

that they have 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.

For example, they may determine

that the cost of such legal action is too high relative to the amount recoverable or that a favorable outcome is not likely.

If our independent

directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution

to our public shareholders may be reduced below $10.05 per share.

in the trust account are reduced below the lesser of (i) $10.05 per public share or (ii) such lesser amount per share held in the trust

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

the interest which may be withdrawn to pay taxes, and our Sponsor asserts that they are unable to satisfy their obligations or that they

have 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.

For example, they may

determine that the cost of such legal action is too high relative to the amount recoverable or that a favorable outcome is not likely.

If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available

for distribution to our public shareholders may be reduced below $10.05 per share.

If, after we distribute the proceeds in the

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To the extent any

bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection

with our liquidation may be reduced.

bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with

our liquidation may be reduced.

Our shareholders may be held liable for claims

by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into

an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately

following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business.

If we are forced to enter

into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that

immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course

As a result, a liquidator could seek to recover some or all amounts received by our shareholders.

Furthermore, our directors may be viewed

as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our

company to claims, 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.

We and our directors and officers who knowingly and willfully authorized

or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the

ordinary course of business would be guilty of an offence and may be liable for a fine of approximately $18,000 and imprisonment for five years

in the Cayman Islands.

Furthermore, our directors

may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves

and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors.

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

We and our directors and officers who knowingly and willfully

authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall

due in the ordinary course of business would be guilty of an offence and may be liable for a fine of approximately $18,000 and imprisonment

for five years in the Cayman Islands.

Because we are not limited to a particular

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or risks of any particular target business’ operations.

We may seek to complete a business

combination with a target business in any industry or sector or geographical location.

We may seek to complete a

business combination with a target business in any industry or sector or geographical location.

Because we have not yet selected or approached

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purposes only.

Past performance by our management team and our initial shareholders is not a guarantee either (i) that we will be

able to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combination

we may consummate.

The majority of our officers, directors and advisors have not had management experience with special purpose acquisition

companies in the past.

You should not rely on the historical record of our management team’s, our advisors’ or our initial

shareholders’ respective performance as indicative of our future performance of an investment in us or the returns we will, or are

likely to, generate going forward.

Past performance by our management team and our initial shareholders is not a guarantee either (i) that we will be able

to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may

The majority of our officers, directors and advisors have not had management experience with special purpose acquisition companies

You should not rely on the historical record of our management team’s, our advisors’ or our initial shareholders’

respective performance as indicative of our future performance of an investment in us or the returns we will, or are likely to, generate

going forward.

We may seek acquisition opportunities in industries

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on the redemption of their shares.

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

account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05

per share ” and other risk factors in this section.

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

be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share ” and other risk factors

in this section.

Transactions in connection with or in anticipation

of our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and rightholders.

As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.

Although we will attempt to

structure transactions in connection with our initial business combination in a tax-efficient manner, tax structuring considerations

of our business combination, our tax obligations may be more complex, burdensome and uncertain.

Although we will attempt

to structure transactions in connection with our initial business combination in a tax-efficient manner, tax structuring considerations

are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax

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combination with certain target companies, we may convert into a U.S.

company, even if such a business combination ultimately is

not achieved.

If we effect any such transaction, including such a conversion, we could be subject to significant income, withholding and

other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.

Due to the complexity of tax obligations and filings in many jurisdictions, we may have a heightened risk related to audits or examinations

by taxing authorities.

This additional complexity and risk could have an adverse effect on our after-tax profitability and financial

In addition, shareholders and rightholders may be subject to additional income, withholding or other taxes with respect to

their ownership of us after any such transaction.

company, even if such a business combination ultimately is not achieved.

If we effect any such transaction, including such a conversion, we could be subject to significant income, withholding and other tax obligations

in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions.

Due to the complexity

of tax obligations and filings in many jurisdictions, we may have a heightened risk related to audits or examinations by taxing authorities.

This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.

shareholders and rightholders may be subject to additional income, withholding or other taxes with respect to their ownership of us after

any such transaction.

We are not required to obtain an opinion from

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per share on the redemption of their shares.

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

the trust account could be reduced and the per-share redemption amount received by shareholders may be less than

$10.05 per share ” and other risk factors in this section.

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

account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share ” and

other risk factors in this section.

We may attempt to simultaneously complete business

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key personnel could negatively impact the operations and profitability of our post-combination business.

The role of an acquisition

candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time.

contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate

following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to

remain in place.

The role of an acquisition candidate’s

key personnel upon the completion of our initial business combination cannot be ascertained at this time.

Although we contemplate that

certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our

initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

If we complete a business combination with

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This lack of diversification may negatively impact our operations and profitability.

Of the net proceeds from the

Initial Public Offering and the sale of the private units, up to $115,575,000 will be available to complete our initial business combination

Of the net proceeds from

the Initial Public Offering and the sale of the private units, up to $115,575,000 will be available to complete our initial business combination

and pay related fees and expenses.

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upon the particular industry in which we may operate subsequent to our business combination.

Risks Related to Our

Risks Related to Our Securities

NASDAQ may delist our securities from trading

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listing requirements, in order to continue to maintain the listing of our securities on NASDAQ.

For instance, our share price would

generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $30 million

and we would be required to have a minimum of 400 round lot holders of our securities.

We cannot assure you that we will be able to meet

those initial listing requirements at that time.

For instance, our share price would generally

be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $30 million and

we would be required to have a minimum of 400 round lot holders of our securities.

We cannot assure you that we will be able to meet those

initial listing requirements at that time.

If NASDAQ delists our securities

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If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities;

● a limited availability of market

quotations for our securities;

● reduced liquidity for our securities;

● a determination that our ordinary shares is a “penny

stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced

level of trading activity in the secondary trading market for our securities;

● a limited amount of news and analyst coverage;

● a decreased ability to issue additional securities or obtain

additional financing in the future.

● a determination that our ordinary

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

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

● a limited amount of news and

analyst coverage;

● a decreased ability to issue

additional securities or obtain additional financing in the future.

The National Securities Markets

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

which are referred to as “covered securities.” Because our units and eventually our ordinary shares and rights will be listed

on NASDAQ, our units, ordinary shares and rights will be covered securities.

Although the states are pre-empted from regulating the

sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there

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

are referred to as “covered securities.” Because our units and eventually our ordinary shares and rights will be listed on

NASDAQ, our units, ordinary shares and rights will be covered securities.

Although the states are pre-empted from regulating the sale

of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there

is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.

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

Our amended and restated memorandum

and articles of association authorizes the issuance of up to 400,000,000 ordinary shares, par value $0.0001 per share and 100,000,000

Our amended and restated

memorandum and articles of association authorizes the issuance of up to 400,000,000 ordinary shares, par value $0.0001 per share and 100,000,000

preference shares, par value $0.0001 per share.

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or (ii) vote as a class with our public shares.

These provisions

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

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 the approval of our shareholders.

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18 months from the closing of the Initial Public Offering or (B) with respect to any other material provision relating to shareholders’

rights or pre-initial business combination activity, 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public

rights or pre-initial business combination activity, 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

The issuance of additional

ordinary shares or preferred shares:

● may significantly dilute the equity interest of investors

in the Initial Public Offering;

● may subordinate the rights of holders of ordinary shares

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

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

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

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

● may adversely affect prevailing market prices for our units,

ordinary shares and/or rights.

● may significantly dilute the

equity interest of investors in the Initial Public Offering;

● may subordinate the rights

of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares;

● could cause a change of control

if a substantial number of our shares are issued, which may affect, among other things, our ability to use our net operating loss carry

forwards, if any, and could result in the resignation or removal of our present officers and directors;

● may adversely affect prevailing

market prices for our units, ordinary shares and/or rights.

We may issue notes or other debt securities,

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

As such, no issuance of debt will affect the per-share amount

available for redemption from the trust account.

As such, no issuance of debt will affect the per-share amount available

for redemption from the trust account.

Nevertheless, the incurrence of debt could have a variety of negative effects, including:

● default and foreclosure on our assets if our operating revenues

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

● acceleration of our obligations to repay the indebtedness

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

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

● our immediate payment of all principal and accrued interest,

if any, if the debt security is payable on demand;

● our inability to obtain necessary additional financing if

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

● our inability to pay dividends on our ordinary shares;

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

and interest on our debt, which will reduce the funds available for dividends on our ordinary shares, if declared, our ability to pay

expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

● limitations on our flexibility in planning for and reacting

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

● increased vulnerability to adverse changes in general economic,

industry and competitive conditions and adverse changes in government regulation;

● other disadvantages compared to our competitors who have

● default and foreclosure on

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

● acceleration of our obligations

to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the

maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all

principal and accrued interest, if any, if the debt security is payable on demand;

● our inability to obtain necessary

additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security

is outstanding;

● our inability to pay dividends

on our ordinary shares;

● using a substantial portion

of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares,

if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

● limitations on our flexibility

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

● increased vulnerability to

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

● other disadvantages compared

to our competitors who have less debt.

The grant of registration rights to our initial

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adversely affect the market price of our ordinary shares post business combination.

Pursuant to an agreement entered

into concurrently with the issuance and sale of the securities in the Initial Public Offering, holders of the founder shares, EBC founder

shares, private units and any ordinary shares that may be issued upon conversion of working capital loans may demand that we register

such units and/or underlying securities.

Pursuant to an agreement

entered into concurrently with the issuance and sale of the securities in the Initial Public Offering, holders of the founder shares,

EBC founder shares, private units and any ordinary shares that may be issued upon conversion of working capital loans may demand that

we register such units and/or underlying securities.

We will bear the cost of registering these securities.

The registration and availability of such

a significant number of securities for trading in the public market may have an adverse effect on the market price of our ordinary shares

post business combination.

In addition, the existence of the registration rights may make our initial business combination more costly

or difficult to conclude.

This is because the shareholders of the target business may increase the equity stake they seek in the combined

entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary shares that is expected when

the founder shares, EBC founder shares, private units and any private units that may be issued upon conversion of working capital loans

are registered.

The registration and availability

of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our ordinary

shares post business combination.

In addition, the existence of the registration rights may make our initial business combination more

costly or difficult to conclude.

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

combined entity or ask for more cash consideration to offset the negative impact on the market price of our ordinary shares that is expected

when the founder shares, EBC founder shares, private units and any private units that may be issued upon conversion of working capital

loans are registered.

Our initial shareholders contributed an aggregate

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combination with an acquisition target that subsequently declines in value or is unprofitable for our public shareholders.

parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing or

financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties

parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing

or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties

had paid the full offering price for their founder shares.

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that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding rights.

Our rights are issued in registered

form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us.

Our rights are issued in

registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us.

The rights agreement

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market price of our ordinary shares and make it more difficult to complete our initial business combination.

We issued rights as part of

the units sold in the Initial Public Offering entitling the holders to receive an aggregate of 1,150,000 ordinary.

We issued rights as part

of the units sold in the Initial Public Offering entitling the holders to receive an aggregate of 1,150,000 ordinary.

Simultaneously with

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on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB.

financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to

provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete

These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable

to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete

our initial business combination within the prescribed time frame.

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time and resources helping them become familiar with such requirements.

In addition, the officers and

directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business combination

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

of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the

acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate

will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

In addition, the officers

and directors of an acquisition candidate may resign upon completion of our initial business combination.

The departure of a business

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

role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at

Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with

the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition

candidate will not wish to remain in place.

The loss of key personnel could negatively impact the operations and profitability of our

post-combination business.

Members of our management team may negotiate

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of interest in determining whether a particular business combination is the most advantageous.

Members of our management team

may be able to remain with us after the completion of our initial business combination only if they are able to negotiate employment or

consulting agreements in connection with the business combination.

Members of our management

team may be able to remain with us after the completion of our initial business combination only if they are able to negotiate employment

or consulting agreements in connection with the business combination.

Such negotiations would take place simultaneously with the negotiation

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We do not intend to have any full-time employees prior to the completion of our initial business combination.

officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess

of their current commitment levels, it could limit their ability to devote time to our affairs;

or if they have fiduciary duty to present

a target company to our competitor instead of us, which may have a negative impact on our ability to complete our initial business combination.

For a complete discussion of our officers’ and directors’ other business affairs, please see the section of this Annual Report

entitled “Part II - Item 10.

Directors, Executive Officers and Corporate Governance — Conflicts of

If our officers’

and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current

commitment levels, it could limit their ability to devote time to our affairs;

or if they have fiduciary duty to present a target company

to our competitor instead of us, which may have a negative impact on our ability to complete our initial business combination.

For a complete

discussion of our officers’ and directors’ other business affairs, please see the section of this Annual Report entitled “Part

II - Item 10.

Directors, Executive Officers and Corporate Governance - Conflicts of Interest.”

Our officers and directors may in the future

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conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Following the completion of

the Initial Public Offering and until we consummate our initial business combination, we intend to engage in the business of identifying

Following the completion

of the Initial Public Offering and until we consummate our initial business combination, we intend to engage in the business of identifying

and combining with one or more businesses.

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For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts

of interest that you should be aware of, please see the sections of this Annual Report entitled “— Executive

Officers and Directors,” “— Conflicts of Interest” and “— Certain Relationships and

Related Party Transactions” under “Item 10.

of interest that you should be aware of, please see the sections of this Annual Report entitled “- Executive Officers and Directors,”

“- Conflicts of Interest” and “- Certain Relationships and Related Party Transactions” under “Item

Directors, Executive Officers and Corporate Governance.”

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combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

We may engage one or more affiliates of

our Sponsor, officers or directors or their respective affiliates to provide additional services to us, which may include acting as financial

advisor in connection with an initial business combination.

These financial incentives may cause them to have potential conflicts of interest

in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial

business combination.

We may engage one or more affiliates of

our Sponsor, officers or directors or their respective affiliates to provide additional services to us, including, for example, identifying

potential targets or providing financial advisory services.

We may pay such affiliates customary, fair and reasonable fees or other compensation

that would be determined at that time in an arm’s length negotiation.

Any such affiliates’ financial interests tied to the

consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services

to us, including potential conflicts of interest in connection with advising on, sourcing and consummating of an initial business combination.

We may engage one or more affiliates

of our Sponsor, officers or directors or their respective affiliates to provide additional services to us, which may include acting as

financial advisor in connection with an initial business combination.

These financial incentives may cause them to have potential conflicts

of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation

of an initial business combination.

We may engage one or more

affiliates of our Sponsor, officers or directors or their respective affiliates to provide additional services to us, including, for example,

identifying potential targets or providing financial advisory services.

We may pay such affiliates customary, fair and reasonable fees

or other compensation that would be determined at that time in an arm’s length negotiation.

Any such affiliates’ financial

interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing

any such additional services to us, including potential conflicts of interest in connection with advising on, sourcing and consummating

of an initial business combination.

Since our initial shareholders will lose their

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a particular business combination target is appropriate for our initial business combination.

Our Sponsor has acquired an

aggregate 5,031,250 founder shares for an aggregate purchase price of $25,000.

Our Sponsor has acquired

an aggregate 5,031,250 founder shares for an aggregate purchase price of $25,000.

Subsequently, our Sponsor and our independent director

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The founder shares and private units will be worthless if we do not complete an initial business combination.

Our initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination (subject

to applicable securities laws) provided that in connection with any proposed business combination, our initial shareholders will not vote

any ordinary shares that they purchase after we publicly announce our intention to engage in such proposed business combination and (B) not

to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination or amendments to

our amended and restated memorandum and articles of association prior thereto.

Our initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination (subject to applicable

securities laws) provided that in connection with any proposed business combination, our initial shareholders will not vote any ordinary

shares that they purchase after we publicly announce our intention to engage in such proposed business combination and (B) not to redeem

any founder shares in connection with a shareholder vote to approve a proposed initial business combination or amendments to our amended

and restated memorandum and articles of association prior thereto.

In addition, we may obtain loans from our initial shareholders.

The personal and financial interests of our initial shareholders may influence their motivation in identifying and selecting a target

business combination, completing an initial business combination, and influencing the operation of the business following the initial

business combination.

personal and financial interests of our initial shareholders may influence their motivation in identifying and selecting a target business

combination, completing an initial business combination, and influencing the operation of the business following the initial business

Our initial shareholders and other insiders

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

Our initial shareholders own

founder shares representing 25.8% of our issued and outstanding shares (excluding the EBC founder shares and private shares).

Our initial shareholders

own founder shares representing 25.8% of our issued and outstanding shares (excluding the EBC founder shares and private shares).

our initial shareholders and their affiliates may exert a substantial influence on actions requiring a shareholder vote, potentially in

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In addition, our board of directors, whose members were elected by certain of our initial

shareholders, is and will be divided into three classes, each of which will generally serve for a term of three years with only one

class of directors being elected in each year.

shareholders, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class

of directors being elected in each year.

We may not hold an annual meeting of shareholders to elect new directors prior to the completion

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Subsequent to the completion of our initial

business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges

that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause

you to lose some or all of your investment.

business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have

a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some

or all of your investment.

Even if we conduct extensive

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As a result of these

factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other

charges that could result in our reporting losses.

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

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

Even though these charges

may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute

to negative market perceptions about us or our securities.

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

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

post-combination debt financing.

Accordingly, any shareholders who choose to remain shareholders following the business combination

could suffer a reduction in the value of their shares.

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

could result in our reporting losses.

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

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

Even though these charges may be

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

market perceptions about us or our securities.

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

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

debt financing.

Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction

in the value of their shares.

Our success will ultimately depend upon market

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new product features, and changing business needs, requirements or preferences, our products may become less competitive.

Regardless of our target business’

industry, it will likely be subject to ongoing technological change, evolving industry standards, changing regulations, and changing customer

needs, requirements, and preferences.

The success of our business will depend, in part, on our ability to adapt and respond effectively

to these changes on a timely basis, including launching new products and services.

The success of any new product and service, or any

enhancements, features, or modifications to existing products and services, depends on several factors, including the timely completion,

introduction, and market acceptance of such products and services, enhancements, modifications, and new product features.

If we are unable

to enhance our products or develop new products that keep pace with technological and regulatory change and changes in customer preferences

and achieve market acceptance, or if new technologies emerge that are able to deliver competitive products and services at lower prices,

more efficiently, more conveniently, or more securely than our products, our business, operating results and financial condition would

be adversely affected.

Furthermore, modifications to our existing platform, products, or technology will increase our research and development

Any failure of our products and services to operate effectively could reduce the demand for our services, result in customer

dissatisfaction and adversely affect our business.

Regardless of our target

business’ industry, it will likely be subject to ongoing technological change, evolving industry standards, changing regulations,

and changing customer needs, requirements, and preferences.

The success of our business will depend, in part, on our ability to adapt

and respond effectively to these changes on a timely basis, including launching new products and services.

The success of any new product

and service, or any enhancements, features, or modifications to existing products and services, depends on several factors, including

the timely completion, introduction, and market acceptance of such products and services, enhancements, modifications, and new product

If we are unable to enhance our products or develop new products that keep pace with technological and regulatory change and

changes in customer preferences and achieve market acceptance, or if new technologies emerge that are able to deliver competitive products

and services at lower prices, more efficiently, more conveniently, or more securely than our products, our business, operating results

and financial condition would be adversely affected.

Furthermore, modifications to our existing platform, products, or technology will

increase our research and development expenses.

Any failure of our products and services to operate effectively could reduce the demand

for our services, result in customer dissatisfaction and adversely affect our business.

Technology platforms may not operate properly

or as we expect it to operate.

Technology platforms are expensive

and complex, their continuous development, maintenance and operation may entail unforeseen difficulties including material performance

Technology platforms are

expensive and complex, their continuous development, maintenance and operation may entail unforeseen difficulties including material performance

problems or undetected defects or errors.

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disruption in our business model, which may materially impact our results of operations and financial condition.

If we fail to anticipate the

impact on our business of changing technology, our ability to successfully operate may be materially impaired.

Our business could also

be affected by potential technological changes.

Such changes could disrupt the demand for products from current customers, create coverage

issues or impact the frequency or severity of losses, or reduce the size of the ultimate market, causing our business to decline.

not be able to respond effectively to these changes, which could have a material effect on our results of operations and financial condition.

If we fail to anticipate

the impact on our business of changing technology, our ability to successfully operate may be materially impaired.

Our business could

also be affected by potential technological changes.

Such changes could disrupt the demand for products from current customers, create

coverage issues or impact the frequency or severity of losses, or reduce the size of the ultimate market, causing our business to decline.

We may not be able to respond effectively to these changes, which could have a material effect on our results of operations and financial

We may face additional and distinctive risks

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combination with a technology business, we will be subject to the following risks, any of which could be detrimental to us and the business

● If we are unable to keep pace with evolving technology and

changes in the technology services industry, our revenues and future prospects may decline;

● Any business or company we acquire could be vulnerable to

cyberattack or theft of individual identities or personal data;

● Difficulties with any products or services we provide could

damage our reputation and business;

● A failure to comply with privacy regulations could adversely

affect relations with customers and have a negative impact on business;

● We may not be able to protect our intellectual property and

we may be subject to infringement claims.

● If we are unable to keep pace

with evolving technology and changes in the technology services industry, our revenues and future prospects may decline;

● Any business or company we

acquire could be vulnerable to cyberattack or theft of individual identities or personal data;

● Difficulties with any products

or services we provide could damage our reputation and business;

● A failure to comply with privacy

regulations could adversely affect relations with customers and have a negative impact on business;

● We may not be able to protect

our intellectual property and we may be subject to infringement claims.

Any of the foregoing could

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We may effect a business combination with a

company located outside of the United States and if we do, we would be subject to a variety of additional risks that may negatively

impact our business operations and financial results.

company located outside of the United States and if we do, we would be subject to a variety of additional risks that may negatively impact

our business operations and financial results.

If we consummate a business

combination with a target business located outside of the United States, we would be subject to any special considerations or risks

associated with companies operating in the target business’ governing jurisdiction, including any of the following:

● rules and regulations or currency redemption or corporate

withholding taxes on individuals;

combination with a target business located outside of the United States, we would be subject to any special considerations or risks associated

with companies operating in the target business’ governing jurisdiction, including any of the following:

● rules and regulations or currency

redemption or corporate withholding taxes on individuals;

● tariffs and trade barriers;

● regulations related to customs and import/export matters;

● longer payment cycles than in the United States;

● economic policies and market conditions;

● unexpected changes in regulatory requirements;

● challenges in managing and staffing international operations;

● tax issues, such as tax law changes and variations in tax

laws as compared to the United States;

● regulations related to customs

and import/export matters;

● longer payment cycles than

in the United States;

● economic policies and market

● unexpected changes in regulatory

requirements;

● challenges in managing and

staffing international operations;

● tax issues, such as tax law

changes and variations in tax laws as compared to the United States;

● currency fluctuations;

● challenges in collecting accounts receivable;

● challenges in collecting accounts

● cultural and language differences;

● protection of intellectual property;

● protection of intellectual

● employment regulations.

We cannot assure you that we

would be able to adequately address these additional risks.

We cannot assure you that

we would be able to adequately address these additional risks.

If we were unable to do so, our operations might suffer.

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Any management that we may have (whether based abroad or in the U.S.)

may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes

and labor practices.

may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes and

labor practices.

Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business

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and regulations, political upheaval, and policy changes or enactments could negatively impact our business in a particular country.

The economic, political, and

social conditions, as well as government policies, of the country in which our potential target’s operations are located could affect

our business.

The economy in such target’s country may differ greatly from the economies of most developed countries in many respects.

Such country’s economic growth may be uneven, both geographically and among various sectors of the economy, and such growth may

not be sustained in the future.

If in the future such target’s country’s economy experiences a downturn or grows at a slower

rate than expected, there may be less demand for spending in certain industries.

The economic, political,

and social conditions, as well as government policies, of the country in which our potential target’s operations are located could

affect our business.

The economy in such target’s country may differ greatly from the economies of most developed countries in many

Such country’s economic growth may be uneven, both geographically and among various sectors of the economy, and such growth

may not be sustained in the future.

If in the future such target’s country’s economy experiences a downturn or grows at a

slower rate than expected, there may be less demand for spending in certain industries.

A decrease in demand for spending in certain industries

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actions taken against us in a given country, may be difficult or impossible, which could adversely impact our operations, assets or financial

Rules and regulations in many

countries are often ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional

and federal levels.

Rules and regulations in

many countries are often ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state,

regional and federal levels.

The attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.

Delay with respect to the enforcement

of particular rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption

to operations abroad and negatively impact our results.

Delay with respect to the

enforcement of particular rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious

disruption to operations abroad and negatively impact our results.

If we effect a business combination with a

company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements

and we may not be able to enforce our legal rights.

company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and

we may not be able to enforce our legal rights.

If we effect a business combination

with a company located outside of the United States, the laws of the country in which such company operates will govern almost all

of the material agreements relating to its operations.

We cannot assure you that the target business will be able to enforce any of its

material agreements or that remedies will be available in this new jurisdiction.

The system of laws and the enforcement of existing laws

in such jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce

or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would

be located outside of the United States and some of our officers and directors might reside outside of the United States.

a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon

our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties

of our directors and officers under Federal securities laws.

If relations between the United States

and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.

The relationship between the

United States and foreign governments could be subject to sudden fluctuation and periodic tension.

with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of

the material agreements relating to its operations.

We cannot assure you that the target business will be able to enforce any of its material

agreements or that remedies will be available in this new jurisdiction.

The system of laws and the enforcement of existing laws in such

jurisdiction may not be as certain in implementation and interpretation as in the United States.

The inability to enforce or obtain a

remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

Additionally,

if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside

of the United States and some of our officers and directors might reside outside of the United States.

As a result, it may not be possible

for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce

judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal

securities laws.

If relations between the United States and

foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.

The relationship between

the United States and foreign governments could be subject to sudden fluctuation and periodic tension.

For instance, the United States

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Changes in political conditions in foreign countries and changes in the state of U.S.

relations with such countries are difficult

to predict and could adversely affect our operations or cause potential target businesses or their goods and services to become less attractive.

relations with such countries are difficult to predict

and could adversely affect our operations or cause potential target businesses or their goods and services to become less attractive.

If any dividend is declared in the future and

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of our ordinary shares, you will be taxed on the U.S.

dollar value of your dividends, if any, at the time you receive them, even

if you actually receive a smaller amount of U.S.

dollar value of your dividends, if any, at the time you receive them, even if you

actually receive a smaller amount of U.S.

dollars when the payment is in fact converted into U.S.

Specifically,

if a dividend is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income

holder will be the U.S.

dollar value of the payments made in the foreign currency, determined at the spot rate of

the foreign currency to the U.S.

dollar on the date the dividend distribution is includible in your income, regardless of whether

the payment is in fact converted into U.S.

Thus, if the value of the foreign currency decreases before you actually convert

the currency into U.S.

dollars, you will be taxed on a larger amount in U.S.

Specifically, if a dividend

is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your income as a U.S.

will be the U.S.

dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign currency to the

dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted

Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S.

will be taxed on a larger amount in U.S.

dollars than the U.S.

dollar amount that you

will actually ultimately receive.

dollar amount that you will actually ultimately receive.

If our management following our initial business

combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such

laws, which could lead to various regulatory issues.

combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws,

which could lead to various regulatory issues.

Following our initial business

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may not be familiar with United States securities laws.

If new management is unfamiliar with our laws, they may have to expend time

and resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues,

which may adversely affect our operations.

If new management is unfamiliar with our laws, they may have to expend time and

resources becoming familiar with such laws.

This could be expensive and time-consuming and could lead to various regulatory issues, which

may adversely affect our operations.

Currency policies may cause a target business’

ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S.

all revenues and income would likely be received in a foreign currency, the dollar equivalent of our net assets and distributions, if

any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our target regions fluctuate

and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such currency

against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business

combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value against the dollar prior

to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may

make it less likely that we are able to consummate such transaction.

In the event we acquire a

target, all revenues and income would likely be received in a foreign currency, the dollar equivalent of our net assets and distributions,

if any, could be adversely affected by reductions in the value of the local currency.

The value of the currencies in our target regions

fluctuate and are affected by, among other things, changes in political and economic conditions.

Any change in the relative value of such

currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial

business combination, our financial condition and results of operations.

Additionally, if a currency appreciates in value against the

dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase,

which may make it less likely that we are able to consummate such transaction.

General Risk Factors

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rate or challenges by tax authorities could harm our future results.

We may become subject to income

taxes in various other jurisdictions in the future.

Our effective tax rate could be adversely affected by changes in the allocation of

our pre-tax earnings and losses among countries with differing statutory tax rates, in certain non-deductible expenses as a

result of acquisitions, in the valuation of our deferred tax assets and liabilities, or in federal, state, local or non-U.S.

laws and accounting principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents.

Increases in our effective tax rate would adversely affect our operating results.

In addition, we may be subject to income tax audits

by various tax jurisdictions throughout the world.

The application of tax laws in such jurisdictions may be subject to diverging and sometimes

conflicting interpretations by tax authorities in these jurisdictions.

Although we believe our income tax liabilities are reasonably estimated

and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any

period could have a material impact on the results of operations for that period.

We may become subject to

income taxes in various other jurisdictions in the future.

Our effective tax rate could be adversely affected by changes in the allocation

of our pre-tax earnings and losses among countries with differing statutory tax rates, in certain non-deductible expenses as a result

of acquisitions, in the valuation of our deferred tax assets and liabilities, or in federal, state, local or non-U.S.

tax laws and accounting

principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents.

Increases in our

effective tax rate would adversely affect our operating results.

In addition, we may be subject to income tax audits by various tax jurisdictions

throughout the world.

The application of tax laws in such jurisdictions may be subject to diverging and sometimes conflicting interpretations

by tax authorities in these jurisdictions.

Although we believe our income tax liabilities are reasonably estimated and accounted for in

accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have

a material impact on the results of operations for that period.

Because we are incorporated under the laws

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

courts may be limited.

federal courts may be limited.

We are an exempted company

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the United States upon our directors or executive officers, or enforce judgments obtained in the U.S.

courts against our directors

courts against our directors or

Our corporate affairs will

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amended from time to time) and the common law of the Cayman Islands.

We will also be subject to the federal securities laws of the United States.

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of

our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law of

the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common

We will also be subject to the federal securities laws of the United

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities

of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.

The common law

of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common

law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

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would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular, the Cayman Islands has a

less developed body of securities laws as compared to the United States, and certain states, may have more fully developed and judicially

interpreted bodies of corporate law.

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative

action in a federal court of the United States.

In particular, the Cayman Islands has a less

developed body of securities laws as compared to the United States, and certain states, may have more fully developed and judicially interpreted

bodies of corporate law.

In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a

federal court of the United States.

We may not be able to complete an initial business

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certain non-controlling investments in sensitive U.S.

businesses and certain acquisitions of real estate even with no underlying

FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to

mandatory filings.

businesses and certain acquisitions of real estate even with no underlying U.S.

FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory

If a potential initial business combination with a U.S.

business falls within the scope of foreign ownership restrictions,

we may be unable to consummate an initial business combination with such business.

business falls within the scope of foreign ownership restrictions, we

may be unable to consummate an initial business combination with such business.

In addition, if a potential initial business combination

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in terms of competing with other SPACs that do not have similar foreign ownership issues.

Moreover, the process of government

review, whether by CFIUS or otherwise, could be lengthy.

Because we have only a limited time to complete our initial business combination,

our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate, the public

shareholders may only receive $10.05 per share, and our rights will expire worthless.

This will also cause you to lose any potential investment

opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation of our stock

in the combined company.

Moreover, the process of

government review, whether by CFIUS or otherwise, could be lengthy.

Because we have only a limited time to complete our initial business

combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate.

If we liquidate,

the public shareholders may only receive $10.05 per share, and our rights will expire worthless.

This will also cause you to lose any

potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation

of our stock in the combined company.

Changes in laws or regulations, or a failure

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under the Investment Company Act of 1940.

The 2024 SPAC Rules may materially adversely affect our business, including our

ability to negotiate and complete, and the costs associated with, our initial business combination, and results of operations.

The 2024 SPAC Rules may materially adversely affect our business, including our ability to negotiate

and complete, and the costs associated with, our initial business combination, and results of operations.

We are an emerging growth company and a smaller

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may make it more difficult to compare our performance with other public companies.

We are an “emerging growth

company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions

We are an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may 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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

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 nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

As a result, our shareholders may not have access to certain information they may deem important.

an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if

the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time,

in which case we would no longer be an emerging growth company as of the following December 31.

We cannot predict whether investors

will find our securities less attractive because we will rely on these exemptions.

If some investors find our securities less attractive

as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there

may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of

such extended transition period, which means that when a standard is issued or revised and it has different application dates for public

or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the

new or revised standard.

This may make comparison of our financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

We could be an emerging growth

company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our

ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an

emerging growth company as of the following December 31.

We cannot predict whether investors will find our securities less attractive

because we will rely on these exemptions.

If some investors find our securities less attractive as a result of our reliance on these exemptions,

the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities

and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period,

which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an

emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Additionally, we are a “smaller

reporting company” as defined in Rule 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage

of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

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

shares held by non-affiliates exceeds $250 million as of the end of the prior June 30 th , 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 th .

To the extent we take advantage of such reduced disclosure obligations, it

may also make comparison of our financial statements with other public companies difficult or impossible.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller

reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds

$250 million as of the end of the prior June 30 th , 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 th .

the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other

public companies difficult or impossible.

If we are deemed to be an investment company

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which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment

company under the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature of our investments;

● restrictions on the issuance of securities, each of which

may make it difficult for us to complete our initial business combination.

In addition, we may have imposed

upon us burdensome requirements, including:

● registration as an investment company;

● adoption of a specific form of corporate structure;

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

and other rules and regulations.

If we are deemed to be an

investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature

of our investments;

● restrictions on the issuance

of securities, each of which may make it difficult for us to complete our initial business combination.

In addition, we may have

imposed upon us burdensome requirements, including:

● registration as an investment

● adoption of a specific form

of corporate structure;

● reporting, record keeping,

voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated

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anticipated principal activities will subject us to the Investment Company Act.

To this end, the proceeds held in the trust account

may only be held in demand deposit or cash accounts or invested in United States “government securities” within the meaning

of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds

meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct

To this end, the proceeds held in the trust account may

only be held in demand deposit or cash accounts or invested in United States “government securities” within the meaning of

Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions

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

government treasury obligations.

Pursuant to the trust agreement, the trustee is not permitted to invest in other securities

By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and

growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity

fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act.

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

(i) the completion of our primary business

objective, which is a business combination;

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

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

to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our

initial business combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other

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

or (iii) absent a business combination,

our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.

not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

to the trust agreement, the trustee is not permitted to invest in other securities or assets.

By restricting the investment of the proceeds

to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying

and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment

company” within the meaning of the Investment Company Act.

The trust account is intended as a holding place for funds pending the

earliest to occur of:

(i) the completion of our primary business objective, which is a business combination;

(ii) the redemption of any

public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association

to modify (A) the substance or timing of our obligation to allow redemption in connection with our initial business combination or to

redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of the Initial

Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination

or (iii) absent a business combination, our return of the funds held in the trust account to our public shareholders as part

of our redemption of the public shares.

If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment

Further, under the subjective

test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds

deposited in the trust account were invested in the assets discussed above, such assets, other than cash, are “securities”

for purposes of the Investment Company Act and, therefore, there is a risk that we could be deemed an investment company and

subject to the Investment Company Act.

test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in

the trust account were invested in the assets discussed above, such assets, other than cash, are “securities” for purposes

of the Investment Company Act and, therefore, there is a risk that we could be deemed an investment company and subject to the Investment

In the adopting release for

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the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.

Unless we are able to modify our activities so that we would not be deemed an investment company, we would either register as an investment

company or wind down and abandon our efforts to complete an initial business combination and instead liquidate the Company.

our public shareholders may receive only approximately $10.05 per public share, or less in certain circumstances, on the liquidation of

our trust account and would be unable to realize the potential benefits of an initial business combination, including the possible appreciation

we are able to modify our activities so that we would not be deemed an investment company, we would either register as an investment company

or wind down and abandon our efforts to complete an initial business combination and instead liquidate the Company.

As a result, our public

shareholders may receive only approximately $10.05 per public share, or less in certain circumstances, on the liquidation of our trust

account and would be unable to realize the potential benefits of an initial business combination, including the possible appreciation

of the combined company’s securities.

To mitigate the risk that we might be deemed

to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the

securities held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation

of our initial business combination or our liquidation.

As a result, following the liquidation of securities in the trust account, the

interest earned on the funds held in the trust account may be materially reduced, which would reduce the dollar amount our public shareholders

would receive upon any redemption or liquidation of the Company.

to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities

held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of our initial

business combination or our liquidation.

As a result, following the liquidation of securities in the trust account, the interest earned

on the funds held in the trust account may be materially reduced, which would reduce the dollar amount our public shareholders would receive

upon any redemption or liquidation of the Company.

We intend to initially hold

the funds in the trust account as cash or in U.S.

government treasury obligations with a maturity of 185 days or less or in

money market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7 under

the Investment Company Act.

government treasury obligations are considered “securities” for purposes of the Investment

Company Act, while cash is not.

As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC

which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the

SPAC’s duration.

To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective

test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company

Act, we may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account,

to liquidate the U.S.

government treasury obligations or money market funds held in the trust account and thereafter to hold all

funds in the trust account in cash until the earlier of consummation of our initial business combination or liquidation of the company.

Following such liquidation, the rate of interest we receive on the funds held in the trust account may be materially decreased.

interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any.

As a result, any

decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce

the dollar amount our public shareholders would receive upon any redemption or liquidation of the company.

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

funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company

government treasury obligations are considered “securities” for purposes of the Investment Company Act, while cash

As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC which holds securities

could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s duration.

the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the

Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental Stock

Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S.

government treasury obligations or

money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation

of our initial business combination or liquidation of the company.

Following such liquidation, the rate of interest we receive on the

funds held in the trust account may be materially decreased.

However, interest previously earned on the funds held in the trust account

still may be released to us to pay our taxes, if any.

As a result, any decision to liquidate the securities held in the trust account

and thereafter to hold all funds in the trust account in cash would reduce the dollar amount our public shareholders would receive upon

any redemption or liquidation of the company.

If we are deemed to be an investment company

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18 months from the date of the closing of the Initial Public Offering to consummate an initial business combination.

It is possible

that a claim in the future could be made that we have been operating as an unregistered investment company.

It is also possible that the

investment of funds from the Initial Public Offering and private placement of rights during our life as a blank check company, and the

earning and use of interest from such investment, both of which will likely continue until we consummate an initial business combination,

could increase the likelihood of us being found to have been operating as an unregistered investment company more than if we sought to

potentially mitigate this risk by holding such funds as cash.

Furthermore, the longer the funds are invested in United States “government

securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days

or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which

invest only in direct U.S.

government treasury obligations, the greater the risk could be that we are considered an investment company.

If we are deemed to be an investment company for purposes of the Investment Company Act and found to have been operating as

an unregistered investment company, it could cause us to liquidate.

If we are forced to liquidate, investors in our company would not

be able to participate in any benefits of owning stock in an operating business, including the potential appreciation of our stock following

a business combination and our rights would expire worthless.

Compliance obligations under the Sarbanes-Oxley Act may

make it more difficult for us to complete our initial business combination, require substantial financial and management resources, and

increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires

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

December 31, 2025.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to

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

Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public

accounting firm attestation requirement on our internal control over financial reporting.

The fact that we are a blank check company makes

compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies

because a target company with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding

adequacy of its internal controls.

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

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

It is possible that

a claim in the future could be made that we have been operating as an unregistered investment company.

It is also possible that the investment

of funds from the Initial Public Offering and private placement of rights during our life as a blank check company, and the earning and

use of interest from such investment, both of which will likely continue until we consummate an initial business combination, could increase

the likelihood of us being found to have been operating as an unregistered investment company more than if we sought to potentially mitigate

this risk by holding such funds as cash.

Furthermore, the longer the funds are invested in United States “government securities”

within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting

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

government treasury obligations,

the greater the risk could be that we are considered an investment company.

If we are deemed to be an investment company for purposes

of the Investment Company Act and found to have been operating as an unregistered investment company, it could cause us to liquidate.

If we are forced to liquidate, investors in our company would not be able to participate in any benefits of owning stock in an operating

business, including the potential appreciation of our stock following a business combination and our rights would expire worthless.

Compliance obligations under the Sarbanes-Oxley

Act may make it more difficult for us to complete our initial business combination, require substantial financial and management resources,

and increase the time and costs of completing an acquisition.

Only in the event we are

deemed to be a large accelerated filer or an accelerated filer will we be required to comply with the independent registered public accounting

firm attestation requirement on our internal control over financial reporting.

Further, as long as we remain an emerging growth company,

we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control

over financial reporting.

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

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

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

The development

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

to complete any such acquisition.

Provisions in our amended and restated memorandum

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for our ordinary shares and could entrench management.

Our amended and restated memorandum

and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider

to be in their best interests.

These provisions include a staggered board of directors and the ability of the board of directors to designate

the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions

that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our amended and restated

memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may

consider to be in their best interests.

These provisions include a staggered board of directors and the ability of the board of directors

to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage

transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We may not hold an annual meeting of shareholders

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end following our listing on NASDAQ.

There is no requirement under the Companies Act for us to hold annual or general meetings to

appoint directors.

Accordingly, until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss

company affairs with management.

Our board of directors is divided into three classes with only one class of directors being appointed

in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination.

There is no requirement under the Companies Act for us to hold annual or general meetings to appoint

Accordingly, until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company

affairs with management.

Our board of directors is divided into three classes with only one class of directors being appointed in each

year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

you may not have any say in the management of our company prior to the consummation of an initial business combination.

Adverse developments affecting the financial

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impacts on certain of our vendors and customers.

Adverse developments that affect

financial institutions, such as events involving liquidity that are rumored or actual, have in the past and may in the future lead to

bank failures and/or market-wide liquidity problems.

Adverse developments that

affect financial institutions, such as events involving liquidity that are rumored or actual, have in the past and may in the future lead

to bank failures and/or market-wide liquidity problems.

These events could have an adverse effect on our financial condition and results

of operations, either directly or through an adverse impact on certain of our vendors and customers.

For example, on March 10, 2023,

Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit

Insurance Corporation (“FDIC”) as receiver.

For example, on March 10, 2023, Silicon

Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance

Corporation (“FDIC”) as receiver.

Similarly, on March 12, 2023, Signature Bank was put into receivership.

that time, there have been reports of instability at other U.S.

Since that time,

there have been reports of instability at other U.S.

banks, including First Republic Bank.

Although the Federal Reserve

Board, the Department of the Treasury and the FDIC have taken steps to ensure that depositors at Silicon Valley Bank and Signature Bank

can access all of their funds, including funds held in uninsured deposit accounts, and have taken additional steps to provide liquidity

to other banks, there is no guarantee that, in the event of the closure of other banks or financial institutions in the future, depositors

would be able to access uninsured funds or that they would be able to do so in a timely fashion.

Although the Federal Reserve Board, the Department

of the Treasury and the FDIC have taken steps to ensure that depositors at Silicon Valley Bank and Signature Bank can access all of their

funds, including funds held in uninsured deposit accounts, and have taken additional steps to provide liquidity to other banks, there

is no guarantee that, in the event of the closure of other banks or financial institutions in the future, depositors would be able to

access uninsured funds or that they would be able to do so in a timely fashion.

To date, we have not experienced

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

What changed 10-K

Item 1A. Risk Factors