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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-04-02 · 7 added, 824 removed, 0 unchanged (100% of the section changed)

Financial Statements and

Supplementary Data.

INDEX TO FINANCIAL

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements:

Balance Sheet F-3

Statement of Operations F-4

Statement of Changes in Shareholders’ Deficit F-5

Statement of Cash Flows F-6

Notes to Financial Statements F-7

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Inflection Point Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of Inflection Point Acquisition Corp.

II (the “Company”) as of December 31, 2023, the related statement of operations, statement

of changes in shareholders’ deficit and statement of cash flows for the period from March 6, 2023 (inception) through December 31,

2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations

and its cash flows for the period from March 6, 2023 (inception) through ended December 31, 2023, in conformity with accounting principles

generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been

prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has incurred

and expects to continue to incur significant costs in pursuit of its acquisition plans and the Company’s cash and working capital

are not sufficient to complete its planned activities one year from the issuance date of the financial statements.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

Management’s evaluation of the events and conditions

and management’s plans regarding these matters are also described in Note 1 to the financial statements.

The financial statements

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

Our opinion is not modified with respect to that

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor

New York, New York

April 1, 2024

POINT ACQUISITION CORP.

Current assets:

Prepaid expenses

Total Current Assets

securities held in Trust Account

$ 259,471,177

and Shareholders’ Deficit:

Accrued expenses

offering costs

Total Current Liabilities

underwriting fee payable

and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 25,000,000 issued and outstanding shares at redemption value of $ 10.36 per share

Shareholders’

Preferred shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued and outstanding (excluding 25,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

6,250,000 shares issued and outstanding

Additional paid-in capital

( 12,910,951 )

Shareholders’ Deficit

( 12,910,326 )

Liabilities and Shareholders’ Deficit

$ 259,471,177

The accompanying

notes are an integral part of these financial statements.

POINT ACQUISITION CORP.

OF OPERATIONS

THE PERIOD FROM MARCH 6, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023

Formation and operating costs

Loss from operations

Interest income from bank

Dividend income earned on marketable securities held in

Trust Account

Total other income

Basic and diluted weighted average shares outstanding, Redeemable shares

Basic and diluted net income per share

Basic and diluted weighted average shares outstanding, Non-redeemable shares

Basic and diluted net income per share

The accompanying

notes are an integral part of these financial statements.

POINT ACQUISITION CORP.

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE PERIOD FROM MARCH 6, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023

Ordinary Shares

Ordinary shares

Shareholders’

Balance as of March 6,

2023 (Inception)

Issuance of ordinary shares

Sale of Class A ordinary

shares and over-allotment

Class A ordinary shares

subject to possible redemption

( 25,000,000 )

( 247,910,000 )

( 247,912,500 )

Underwriters’ compensation

( 17,500,000 )

Offering costs

Sale of 7,650,000 private placement warrants

Allocation of offering costs

related to redeemable shares

Forfeiture of Founder Shares

Accretion for redeemable

shares to redemption value

( 9,583,177 )

( 19,659,020 )

( 29,242,197 )

as of December 31, 2023

$ ( 12,910,951 )

$ ( 12,910,326 )

The accompanying

notes are an integral part of these financial statements.

POINT ACQUISITION CORP.

OF CASH FLOWS

THE PERIOD FROM MARCH 6, 2023 (INCEPTION) THROUGH DECEMBER 31, 2023

Cash Flows from Operating

Adjustments to reconcile

net income to net cash used in operating activities:

Formation costs paid by

Sponsor in exchange for issuance of Class B ordinary shares

Dividend income earned on marketable

securities held in Trust Account

( 7,721,518 )

Changes in operating assets

and liabilities:

Prepaid expenses

Prepaid insurance

cash used in operating activities

Flows from Investing Activities:

of cash into Trust Account

( 251,250,000 )

used in investing activities

( 251,250,000 )

Flows from Financing Activities:

Proceeds from sale of Units,

net of underwriting discounts paid

Proceeds from sale of private

placements warrants

Repayment of promissory

note – related party

Refund of offering costs

included in accrued offering costs

of offering costs

provided by financing activities

Cash – Beginning

– End of period

disclosure of cash flow information:

offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Prepaid services paid by Sponsor

in exchange for issuance of Class B ordinary shares

offering costs paid through promissory note – related party

of Class A ordinary shares to redemption value

underwriting fee payable

Forfeiture of Founder

costs paid by Sponsor in exchange for issuance of Class B ordinary shares

The accompanying

notes are an integral part of these financial statements.

Organization and Business Operations

Inflection Point

Acquisition Corp.

II (the “Company”) is a special purpose acquisition company incorporated as a Cayman Islands exempted

corporation on March 6, 2023.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has not selected any specific Business Combination target.

As of December 31, 2023, the Company had not

commenced any operations.

All activity for the period from March 6, 2023 (inception) through December 31, 2023 relates to the

Company’s formation and the initial public offering (the “IPO”), which is described below, and subsequent to the

IPO, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the

completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of dividend

income on marketable securities held in Trust Account.

The Company has selected December 31 as its fiscal year end.

The Company’s

sponsor is Inflection Point Holdings II LLC, a Delaware limited liability company (the “Sponsor”).

The registration

statement for the Company’s IPO was declared effective on May 24, 2023.

On May 30, 2023, the Company consummated the IPO of 25,000,000 units

(the “Units”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000

Units, at $ 10.00 per Unit, generating gross proceeds of $ 250,000,000 , which is discussed in Note 3.

Each Unit consists of one Class

A ordinary share (the “Public Shares”) and one half of one redeemable warrant (the “Public Warrants”) of the

Company, with each whole warrant entitling the holder to purchase one Class A ordinary share for $ 11.50 per share, subject to adjustment.

Simultaneously with the closing of the IPO, the Company consummated the sale of 7,650,000 private placement warrants (the “Private

Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the IPO, at

a price of $ 1.00 per Private Placement Warrant, or $ 7,650,000 in the aggregate, which is described in Note 4.

Of those 7,650,000 Private

Placement Warrants, the Sponsor purchased 6,000,000 Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 1,650,000

Private Placement Warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and

the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating

a Business Combination (less deferred underwriting commissions).

Transaction costs

amounted to $ 18,361,877 consisting of $ 4,400,000 of cash underwriting discount, $ 13,100,000 of deferred underwriting fees, and $ 861,877

of other offering costs.

The Company’s

Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net

balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts and taxes payable on the income

earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination.

However, the Company will

only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting

securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

is no assurance that the Company will be able to successfully effect a Business Combination.

the closing of the IPO, on May 30, 2023, an amount of $ 251,250,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units in

the IPO and the sales of the Private Placement Warrants was placed in the trust account (the “Trust Account”) and will be

held as cash or invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market

funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

treasury obligations.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company

to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants placed into the Trust Account will

not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination,

(ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within

18 months from the closing of the IPO or by such earlier liquidation date as the Company’s board of directors may approve

(the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly

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

to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business

Combination or to redeem 100 % of the Company’s Public Shares if the Company has not consummated an initial Business Combination

within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s

creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will

provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion

of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination

or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval

of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination,

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

Shares, subject to the limitations.

The amount in the Trust Account is initially anticipated to be $ 10.05 per Public Share (without taking

into account interest earned or taxes payable).

The ordinary shares

subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance

with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480

“Distinguishing Liabilities from Equity.”

The Company will

have only the duration of the Completion Window to complete the initial Business Combination.

If the Company is unable to complete its

initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than

ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000

of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full

and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the

right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands

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

The Sponsor, officers

and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption

rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination or

an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company

determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights

with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association;

(iii) waive their rights to liquidating distributions from the Trust

Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion

Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold

if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from

assets outside the Trust Account;

and (iv) vote any founder shares held by them and any Public Shares purchased during or after

the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsor has

agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold

to the Company (except for the Company’s independent auditors), or a prospective target business with which the Company has entered

into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (except for the Company’s

independent auditors), reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per Public Share and (ii) the

actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05

per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any

claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account

(whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of

the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently

verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s

only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Going Concern

Consideration

As of December 31, 2023, the Company

had $ 275,665 of cash and working capital of $ 189,674 .

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

of its acquisition plans.

The Company’s cash and working capital are not sufficient to complete its planned activities one year

from the issuance date of the financial statements.

In addition, the Company has until November 30, 2024 to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time or that the Company will elect to seek

shareholder approval to extend the date by which the Company must consummate a Business Combination.

If a Business Combination is not

consummated by the Business Combination deadline, there will be a mandatory liquidation and subsequent dissolution.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

Management plans to address this uncertainty through

a Business Combination.

There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination

will be successful within the Completion Window.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Note 2 — Significant

Accounting Policies

Basis of Presentation

The accompanying

financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the

Securities and Exchange Commission (the “SEC”).

Emerging Growth

Company Status

The Company is

an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our

Business Startups Act of 2012, (the “JOBS Act”), and it 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 its 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.

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.

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 election to opt out is irrevocable.

The Company has 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, the Company, 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 the Company’s 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.

Use of Estimates

The preparation

of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

Cash and Cash

The Company considers

all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

has $ 275,665 in cash as of December 31, 2023.

Marketable Securities

Held in Trust Account

31, 2023, all of the assets held in the Trust Account were held in money market funds which are invested only in U.S.

government securities.

Investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period.

Dividend income earned from investments in these securities are included in the accompanying statements of operations.

Offering Costs

The Company complies

with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering”.

Offering costs consist principally of professional and registration fees, cash underwriting discount, and deferred underwriting fees

incurred through the balance sheet date that are related to the IPO.

Offering costs were allocated to the separable financial instruments

issued in the IPO based on relative fair value basis, compared to total proceeds received.

Offering costs allocated to the Public Shares

were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the IPO and

offering costs allocated to Public Warrants (as defined in Note 3) were charged to shareholders’ deficit upon the completion of

Fair Value of

Financial Instruments

The fair value

of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements

and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Class A Redeemable

Share Classification

The Public Shares

contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation,

or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance

with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions

are not solely within the control of the Company.

The Public Shares sold as part of the Units in the IPO were issued with other freestanding

instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated

proceeds determined in accordance with ASC 470-20.

The Company recognizes changes in redemption value immediately as it occurs and will

adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the

closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying

value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit.

Accordingly, at December

31, 2023, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the

shareholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately

as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated

31, 2023, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

$ 250,000,000

Proceeds allocated to Public Warrants

( 2,087,500 )

Class A ordinary shares issuance cost

( 18,183,179 )

Accretion of carrying value to redemption value

Class A Ordinary Shares subject

to possible redemption, December 31, 2023

$ 258,971,518

The Company follows

the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the

financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount

expected to be realized.

accounts for income taxes under ASC 740.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial

statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized,

a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company’s management determined

that the Cayman Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related

to unrecognized tax benefits as income tax expense.

As of December 31, 2023, there were no unrecognized tax benefits and no amounts accrued

for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

The Company’s management does not expect that the total amount of unrecognized

tax benefits will materially change over the next twelve months.

The Company is

considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject

to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Net Income per

Ordinary Share

The Company complies

with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is

computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

Accretion associated with

the redeemable shares of Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair

The calculation

of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the

private placement since the exercise of the warrants is contingent upon the occurrence of future events.

The warrants are exercisable

to purchase 20,150,000 Class A ordinary shares in the aggregate.

At December 31, 2023, the Company did not have any dilutive securities

or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following

table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

Accretion of temporary equity to redemption value

( 21,520,679 )

Dividend income from Trust Account

( 7,721,518 )

Net loss including accretion of temporary equity

to redemption value

$ ( 22,494,128 )

The Period from

March 6, 2023

(Inception) Through

December 31, 2023

Non-redeemable

Basic and diluted net income (loss) per ordinary share

Allocation of net loss

$ ( 16,662,030 )

$ ( 5,832,098 )

Accretion of temporary equity to redemption value

Net loss including accretion of temporary equity

to redemption value

Net income (loss)

( 5,832,098 )

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

Recent Accounting

Pronouncements

Management does

not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on

the Company’s financial statements.

Risks and Uncertainties

United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict 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 (SWIFT) payment

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.

the above mentioned 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 the Company’s search for an initial business combination and any target business with which the Company may ultimately

consummate an initial business combination.

Note 3 — Initial

Public Offering

Pursuant to the

IPO on May 30, 2023, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriter of their over-allotment

option in the amount of 3,000,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share,

and one-half of one redeemable Public Warrant.

Each whole warrant entitles the holder to purchase one Class A ordinary share at

a price of $ 11.50 per share, subject to adjustment.

Each warrant will become exercisable 30 days after the completion of the initial

Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption

or liquidation.

Warrants — As

of December 31, 2023, there are 20,150,000 warrants issued and outstanding.

Each whole warrant entitles the holder to purchase one Class A

ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

The warrants cannot be exercised until 30 days

after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years

after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will

not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle

such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying

the warrants is then effective and a prospectus relating thereto is current.

No warrant will be exercisable and the Company will not

be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such

warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered

holder of the warrants.

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to

a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective

for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely

for the Class A ordinary share underlying such Unit.

Under the terms

of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after

the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment

to the registration statement for the IPO or a new registration statement covering the registration under the Securities Act of the

Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause

the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain

a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the

warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary shares

issuable upon exercise of the warrants is not effective by the sixtieth (60 th ) business day after the closing of the

initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period

when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A

ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the

definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option,

require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of

the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration

statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify

the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders

exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number

of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary

shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over

the exercise price of the warrants by (y) the fair market value.

The “fair market value” is the average reported closing

price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which

the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 :

Once the warrants become exercisable, the

Company may redeem the outstanding warrants:

● in whole and not in part;

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);

● if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period commencing at least 150 days after completion of the Company’s initial Business Combination and ending on the third trading day prior to the date on which the Company sends to the notice of redemption to the warrant holders.

Additionally, if

the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares,

or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or

similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such

increase in the outstanding ordinary shares.

A rights offering made to all or substantially all holders of ordinary shares entitling

holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of

a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in

such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable

for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights

offering and (y) the fair market value.

For these purposes (i) if the rights offering is for securities convertible into or

exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken

into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair

market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day

period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange

or in the applicable market, regular way, without the right to receive such rights.

Note 4 — Private

Simultaneously

with the closing of the IPO, the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, purchased an aggregate

of 7,650,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a

price of $ 1.00 per Private Placement Warrant, or $ 7,650,000 in the aggregate, in a private placement.

Of those 7,650,000 Private Placement

Warrants, the Sponsor purchased 6,000,000 Private Placement Warrants and Cantor Fitzgerald & Co.

purchased 1,650,000 Private Placement

Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50

per share, subject to adjustment.

The Private Placement

Warrants are identical to the Public Warrants sold in the IPO except that, so long as they are held by the Sponsor, Cantor Fitzgerald &

or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable

upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders

until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with

respect to Private Placement Warrants held by Cantor Fitzgerald & Co.

and/or its designees, will not be exercisable more than

five years from the closing of the IPO in accordance with FINRA Rule 5110(g)(8).

The Sponsor, officers

and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption

rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination or

an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company

determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights

with respect to their founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation

to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not

consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating

to shareholders’ rights or pre-initial Business Combination activity;

(iii) waive their rights to liquidating distributions

from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within

the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public

Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions

from assets outside the Trust Account;

and (iv) vote any founder shares held by them and any Public Shares purchased during or after

the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

Note 5 — Related

Party Transactions

Founder Shares

2023, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s

expenses, for which the Company issued 5,750,000 founders shares to the Sponsor.

On May 24, 2023, the Company effected a share capitalization

of 575,000 , resulting in the Sponsor holding 6,325,000 founder shares.

All share and per-share amounts have been retroactively restated

to reflect the share capitalization.

The founder shares included an aggregate of 825,000 shares that were subject to forfeiture by the

Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised.

As a result of the underwriters’

election to partially exercise their over-allotment option on May 30, 2023, 75,000 founder shares were forfeited resulting in the Sponsor

holding 6,250,000 founder shares.

The remaining founder shares are no longer subject to forfeiture.

The Company’s

initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued

upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the

date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination

that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities

or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial

shareholders with respect to any founder shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price

of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which

results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder

shares will be released from the Lock-up.

Promissory Note — Related

The Sponsor agreed

to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the IPO.

The loan is non-interest bearing,

unsecured and due at the earlier of December 31, 2023 or the closing of the IPO.

The outstanding balance of $ 179,665 was repaid

at the closing of the IPO on May 30, 2023.

Indemnification Agreement

Commencing on May 24, 2023, the Company entered

into an agreement pursuant to which it will pay an aggregate of $ 27,083 per month to The Venture Collective LLC (“TVC”), an

affiliate of one of the Company’s directors, Nicholas Shekerdemian, for the services of Peter Ondishin, Chief Financial Officer,

and Kevin Shannon, Chief of Staff.

Upon completion of a Business Combination or its liquidation, the Company will cease paying the Monthly

In addition, the Company has agreed that it will indemnify the Sponsor and TVC from any claims arising out of or relating to the

IPO or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor and/or TVC alleging

any expressed or implied management or endorsement by the Sponsor and/or TVC of any of the Company’s activities or any express or

implied association between the Sponsor and/or TVC, on the one hand, and the Company or any of its other affiliates, on the other hand,

which agreement provides that the indemnified parties cannot access the funds held in the Trust Account.

The services and indemnification

agreement also provides that Peter Ondishin and Kevin Shannon cannot access the funds held in the Trust Account.

For the period from March

6, 2023 (inception) through December 31, 2023, the Company incurred and paid $ 196,806 for these services.

On March 28, 2024, the Company entered into the

Amendment to the Services and Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of January 1, 2024,

was reduced from $ 27,083.33 to (i) $ 17,708.33 for the period from January 1, 2024 to January 31, 2024 and (ii) $ 24,091 for the period

starting February 1, 2024.

Upon completion of a business combination or its liquidation, the Company will cease paying the Monthly Fee

(see Note 9).

Related Party

In order to finance

transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans.

In the event that a Business Combination

does not close, the Company may use amounts held outside the Trust Account to repay the Working Capital Loans but no proceeds from the

Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into

private placement warrants of the post Business Combination entity at a price of $ 1.00 per private placement warrant at the option of

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2023, no such Working Capital Loans

were outstanding.

Note 6 — Commitments

and Contingencies

of the founder shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and

Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require

the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired

by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on May 24, 2023.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the completion of the initial Business Combination.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

The underwriters

had a 45-day option from the date of the IPO to purchase up to an additional 3,300,000 Units to cover over-allotments, if any.

May 30, 2023, simultaneously with the closing of the IPO, the underwriters elected to partially exercise the over-allotment option to

purchase an additional 3,000,000 Units at a price of $ 10.00 per Unit.

The underwriters determined to forfeit the remaining 300,000 Units.

The underwriters

were entitled to a cash underwriting discount of $ 4,400,000 ( 2.0 % of the gross proceeds of the Units offered in the IPO, excluding any

proceeds from Units sold pursuant to the underwriters’ over-allotment option).

Additionally, the underwriters are entitled to a

deferred underwriting commission of 5.0 % on the base deal and an additional 7.0 % on the Units sold pursuant to the underwriters’

option to purchase additional Units (or $ 13,100,000 in the aggregate) of the gross proceeds of the IPO held in the Trust Account upon

the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Note 7 — Shareholders’

Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

At December 31, 2023, there were no shares of preferred shares issued and outstanding.

Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par

value of $ 0.0001 each.

At December 31, 2023, there were no shares of Class A ordinary shares issued and outstanding, excluding 25,000,000

Class A ordinary shares subject to possible redemption.

Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par

value of $ 0.0001 each.

On March 8, 2023, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $ 25,000 , or

approximately $ 0.004 per share.

On May 24, 2023, the Company effected a share capitalization of 575,000 , resulting in the Sponsor holding

6,325,000 founder shares.

All share and per-share amounts have been retroactively restated to reflect the share capitalization.

shares included an aggregate of up to 825,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters.

As a result of the underwriters election to partially exercise their over-allotment option on May 30, 2023, 75,000 founder shares were

forfeited resulting in the Sponsor holding 6,250,000 founder shares.

The remaining founder shares are no longer subject to forfeiture.

The founder shares

will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial

Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share

capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that

additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business

Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate,

20 % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of

Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued

or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection

with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked

securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business

Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of the Working Capital Loans;

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Holders of record

of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on

all matters to be voted on by shareholders.

Fair Value Measurements

follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting

period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

Quoted prices in active markets for identical

assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur

with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical

assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of

the assumptions that market participants would use in pricing the asset or liability.

At December 31,

2023, assets held in the Trust Account were comprised of $ 258,971,518 in money market funds meeting certain conditions under Rule 2a-7

under the Investment Company Act, which invest only in direct U.S.

government treasury obligations.

From March 6, 2023 (inception)

through December 31, 2023, the Company did not withdraw any dividend earned on the Trust Account.

The following

table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023

and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

$ 258,971,518

Note 9 — Subsequent

The Company evaluated subsequent events

and transactions that occurred after the balance sheet date through the date that the financial statements were issued.

Based upon this

review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

On March 28, 2024, the Company entered

into the Amendment to the Services and Indemnification Agreement pursuant to which, the Monthly Fee paid to TVC, effective as of January

1, 2024, was reduced from $ 27,083.33 to (i) $ 17,708.33 for the period from January 1, 2024 to January 31, 2024 and (ii) $ 24,091 for the

period starting February 1, 2024.

Upon completion of a business combination or its liquidation, the Company will cease paying the Monthly

Changes in and Disagreements

with Accountants on Accounting and Financial Disclosure.

Financial Statements and Supplementary Data.

The financial statements required to be filed pursuant to this Item

8 are appended to this Annual Report and incorporated herein by reference.

An index of those financial statements is found in Item 15

of Part IV of this Annual Report.

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure.

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 8. Financial Statements and Supplementary Data